SolarBank旗下PowerBank以每股3.55美元發行普通股籌集營運資金

EX-99.1
2
ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

SECURITIES
PURCHASE AGREEMENT

 

This
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2026, between PowerBank Corporation, a corporation
governed by the Business Corporations Act (Ontario) (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to the Canadian Base Prospectus filed by the Company under
the Canadian Securities Laws and an effective registration statement under the Securities Act (as defined below) as to the Shares the
Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,
the Shares of the Company as more fully described in this Agreement.

 

WHEREAS,
such Purchaser’s purchase of the securities from the Company is part of an offering of such securities by the Company pursuant
to the U.S. Prospectus and the U.S. Prospectus Supplement (as defined below).

 

NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE
I

DEFINITIONS

 

1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:

 

“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.

 

“Action”
shall have the meaning ascribed to such term in Section 3.1(j).

 

“Advisory
Agreement” shall have the meaning ascribed to such term in Section 3.1(g).

 

“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

 

“Base
Prospectuses” shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

“BHCA”
shall have the meaning ascribed to such term in Section 3.1(m).

 

“Board
of Directors” means the board of directors of the Company.

 

“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York and the Province of British Columbia are authorized or required by law or other
governmental action to close; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York or in the
City of Vancouver generally are open for use by customers on such day.

 

“Canadian
Base Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Canadian
Counsel” means Blake, Cassels & Graydon LLP, Canadian counsel to the Company.

 

  

  

 

 

“Canadian
Final Base Shelf Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Canadian
Jurisdictions” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Canadian
Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Canadian
Prospectus Supplement” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Canadian
Qualifying Authorities” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Canadian
Securities Laws” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“CFPOA”
means the Corruption of Foreign Public Officials Act (Canada).

 

“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

 

“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the first (1st)
Trading Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day
that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

 

“Commission”
means the United States Securities and Exchange Commission.

 

“Common
Shares” means the common shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.

 

“Common
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

 

“Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

 

“Consents”
shall have the meaning ascribed to such term in Section 3.1(n).

 

“Decision
Document” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

 

“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

 

“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(m).

 

“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

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“Exempt
Issuance” means the issuance of (a) Common Shares, options or restricted share units to employees, officers, consultants or
directors of the Company pursuant to any stock or option plan or other arrangement duly adopted for such purpose, by a majority of the
non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for
such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Shares issued
hereunder and/or other securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date
of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such
securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock
splits or combinations or anti-dilution provisions contained therein and disclosed in the Incorporated Documents) or to extend the term
of such securities, (c) securities issued pursuant to the terms of the Advisory Agreement up to a monthly amount of $35,000 in Common
Shares, and (d) securities issued pursuant to merger, consolidation, acquisition or strategic transactions approved by a majority of
the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined
in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith
during the prohibition period in Section 4.11(a) herein, and provided that any such issuance shall only be to a Person which is, itself
or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company
receives benefits in addition to any investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

 

“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.

 

“Federal
Reserve” shall have the meaning ascribed to such term in Section 3.1(m).

 

“Hazardous
Materials” shall have the meaning ascribed to such term in Section 3.1(m).

 

“IFRS”
means International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

“Incorporated
Documents” shall have the meaning ascribed to such term in Section 3.1(h).

 

“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(c)

 

“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p)).

 

“Issuer
Free Writing Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

 

“Lock-Up
Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers
of the Company, in the form of Exhibit B attached hereto.

 

“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

 

“OFAC”
shall have the meaning ascribed to such term in Section 3.1(l).

 

“Per
Share Purchase Price” equals $3.55, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Shares that occur after the date of this Agreement and before the Closing Date.

 

“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

 -3-

  

 

 

“Placement
Agent” means A.G.P./Alliance Global Partners.

 

“Placement
Agent Agreement” means that certain placement agent agreement dated as of the date hereof between the Company and the Placement
Agent.

 

“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign).

 

“Prospectuses”
shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.

 

“Registration
Statement” has the meaning ascribed to such term in Section 3.1(f)(iii).

 

“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

 

“Reviewing
Authority” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.

 

“Rules
and Regulations” shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Shares”
means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement.

 

“Shelf
Procedures” shall have the meaning ascribed to such term in Section 3.1(f)(ii).

 

“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Common Shares).

 

“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
dollars and in immediately available funds.

 

“Subsidiary”
means any principal subsidiary of the Company set forth on Schedule 3.1(a) to this
Agreement, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date
hereof.

 

“Trading
Day” means a day on which the principal Trading Market is open for trading.

 

“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the
date in question: the Nasdaq Global Market or the Cboe Canada Exchange Inc. (or any successors to any of the foregoing).

 

“Transaction
Documents” means this Agreement, the Lock-Up Agreement, the Placement Agent Agreement, all exhibits and schedules thereto and
hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

 

 -4-

  

 

 

“Transfer
Agent” means Endeavour Trust, the current transfer agent of the Company, with a mailing address of 777 Hornby St #702, Vancouver,
British Columbia, V6Z 1S4, Canada, and any successor transfer agent of the Company.

 

“U.S.
Base Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

“U.S.
Counsel” means Hodgson Russ LLP, U.S. counsel to the Company.

 

“U.S.
Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

“U.S.
Prospectus Supplement” shall have the meaning ascribed to such term in Section 3.1(f)(iii).

 

ARTICLE
II

PURCHASE
AND SALE

 

2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly,
agrees to purchase the number of shares of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s
signature page hereto, at the Per Share Purchase Price. Each Purchaser’s Subscription Amount as set forth on the signature page
hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with
the Company or its designees. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a),
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at such location as the parties shall mutually
agree and shall take place remotely by electronic transfer of Closing documentation. Unless otherwise directed by the Placement Agent,
settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’
names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser;
upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment
therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

 

 
  
 2.2
 Deliveries.

 
 

 
  
 (a)
 On
 or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Placement Agent, with the Placement Agent
 acting on behalf of the Purchaser, the following:

 
 

 
  
 (i)
 this
 Agreement (and the other Transaction Documents) duly executed by the Company;

 
  
  
  

 
  
 (ii)
 legal
 opinions of Canadian Counsel and U.S. Counsel, in forms reasonably acceptable to the Placement Agent;

 
  
  
  

 
  
 (iii)
 a
 negative assurance letter of U.S. Counsel, in a form reasonably acceptable to the Placement Agent;

 
  
  
  

 
  
 (iv)
 the
 Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the
 Chief Executive Officer or Chief Financial Officer;

 
  
  
  

 
  
 (v)
 subject
 to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent
 to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)
 Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such
 Purchaser and free and clear of all restrictive and other legends;

 
 

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 (vi)
 the
 Canadian Prospectus and U.S. Prospectus Supplement (which will be filed with the Commission in accordance with General Instruction
 II.L of Form F-10), as applicable; and

 
  
  
  

 
  
 (vii)
 the
 duly executed Lock-Up Agreements.

 
 

 
  
 (b)
 On
 or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

 
 

 
  
 (i)
 this
 Agreement duly executed by such Purchaser; and

 
  
  
  

 
  
 (ii)
 such
 Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the
 Company or its designees.

 
 

 
  
 2.3
 Closing
 Conditions.

 
 

 
  
 (a)
 The
 obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met or waived:

 
 

 
  
 (i)
 the
 accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects)
 when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation
 or warranty is as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations
 or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

 
  
  
  

 
  
 (ii)
 all
 obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
 performed in all material respects; and

 
  
  
  

 
  
 (iii)
 the
 delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

 
 

 
  
 (b)
 The
 respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

 
 

 
  
 (i)
 the
 accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
 Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein
 (unless such representation or warranty is as of a specific date therein in which case they shall be accurate as of such date);

 
  
  
  

 
  
 (ii)
 all
 obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed
 in all material respects;

 
  
  
  

 
  
 (iii)
 the
 delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

 
  
  
  

 
  
 (iv)
 there
 shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

 
 

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 (v)
 from
 the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission, the Canadian Qualifying
 Authorities or any Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
 L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
 by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York
 State authorities nor shall there have occurred after the date of this Agreement any material outbreak or escalation of hostilities
 or other national or international calamity of such magnitude in its effect on, or any material adverse change (excluding volatility)
 in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable
 to purchase the Shares at the Closing.

 
 

ARTICLE
III

REPRESENTATIONS
AND WARRANTIES

 

3.1
Representations and Warranties of the Company. Except as set forth in the public reports filed by the Company with the Commission,
the Company hereby makes the following representations and warranties to each Purchaser:

 

 
  
 (a)
 Subsidiaries.
 All of the direct and indirect material subsidiaries of the Company are set forth on Schedule 3.1(a). Except as set forth
 on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
 free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued
 and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

 
  
  
  

 
  
 (b)
 Organization
 and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
 and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
 to own and use its properties and assets and to carry on its business as currently conducted. The Company and each of the Subsidiaries
 has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials
 and bodies that it needs as of the date hereof to conduct its business purpose in all material respects and to own or lease its properties.
 Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
 of incorporation, bylaws or other organizational or charter documents. Each of the Company and each Subsidiary is duly qualified
 to conduct business and is in good standing as a foreign or extra provincial corporation or other entity in each jurisdiction in
 which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
 be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
 effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of
 operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
 or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
 under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), provided that a change
 in the market price or trading volume of the Common Shares alone shall not be deemed to constitute a Material Adverse Effect. To
 the knowledge of the Company, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
 to revoke, limit or curtail such power and authority or qualification.

 
 

 -7-

  

 

 

 
  
 (c)
 Authorization;
 Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
 by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
 The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it
 of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
 and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith
 or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which the
 Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with
 the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
 accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
 moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
 relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
 and contribution provisions may be limited by applicable law.

 
  
  
  

 
  
 (d)
 No
 Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
 it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby
 do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
 of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event
 that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
 or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
 acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
 (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or
 by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,
 conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of
 any U.S. or Canadian court or governmental authority to which the Company or a Subsidiary is subject (including applicable securities
 laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case
 of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 
  
  
  

 
  
 (e)
 Filings,
 Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
 to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person
 in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
 required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the U.S. Prospectus Supplement (as defined
 in Section 3.1(f) of this Agreement) and the Canadian Qualifying Authorities of the Canadian Prospectus Supplement (as defined in
 Section 3.1(f) of this Agreement), (iii) application(s) to each applicable Trading Market for the listing of the Shares for trading
 thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities
 laws and Canadian Securities Law (collectively, the “Required Approvals”) and excluding such consents, waivers
 or filings that have already been obtained or will be obtained on or prior to the Closing Date and excluding those filings which
 under applicable laws are only required to be made after the Closing Date.

 
 

 -8-

  

 

 

 
  
 (f)
 Issuance
 of the Shares; Registration.

 
 

 
  
 (i)
 The
 Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and
 validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer
 provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar
 rights of shareholders. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act
 (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered
 Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), as applicable.

 
  
  
  

 
  
 (ii)
 The
 Company is qualified to file a short form prospectus pursuant to the Shelf Procedures (as defined below) and has prepared and filed
 a short form base shelf prospectus dated May 7, 2025 (the “Canadian Final Base Shelf Prospectus”) providing for
 the offer and sale, from time to time, of up to C$200,000,000 of the Company’s securities with the Ontario Securities Commission
 as principal regulator pursuant to Multilateral Instrument 11-102 – Passport System (the “Reviewing Authority”)
 and the Canadian securities regulatory authorities in each of the other Provinces of Canada (collectively, with the Reviewing Authority,
 the “Canadian Qualifying Authorities”); and the Reviewing Authority has issued a receipt under National Policy
 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (a “Decision Document”) for the Canadian Final
 Base Shelf Prospectus, which receipt is deemed to evidence the receipt of the Reviewing Authority and also be a receipt of the other
 Canadian Qualifying Authorities. The term “Canadian Jurisdictions” means each of the Provinces of Canada. The
 term “Canadian Base Prospectus” means the Canadian Final Base Shelf Prospectus, including all documents incorporated
 therein by reference, at the time the Reviewing Authority issued a Decision Document with respect thereto in accordance with the
 rules and procedures established under all applicable securities laws in each of the Canadian Jurisdictions and the respective regulations,
 rules, rulings, decisions and orders under such laws together with applicable published policy statements and instruments of the
 securities regulatory authorities in the Canadian Jurisdictions (“Canadian Securities Laws”), including National
 Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 - Shelf Distributions
 (together, the “Shelf Procedures”). The term “Canadian Prospectus” means the prospectus supplement
 (the “Canadian Prospectus Supplement”) relating to the Shares and filed with the Canadian Qualifying Authorities
 in accordance with the Shelf Procedures, together with the Canadian Base Prospectus, including all documents incorporated or deemed
 to be incorporated therein by reference. No order suspending the distribution of the Shares or any other securities of the Company
 has been issued by any of the Canadian Qualifying Authorities and no Proceedings for that purpose have been instituted or are pending
 or, to the knowledge of the Company, are contemplated by the Canadian Qualifying Authorities, and any request on the part of the
 Canadian Qualifying Authorities for additional information has been complied with. All references in this Agreement to the Canadian
 Final Base Shelf Prospectus and the Canadian Prospectus Supplement, or any amendments or supplements to any of the foregoing, shall
 be deemed to include any copy thereof filed with the Canadian Qualifying Authorities pursuant to the System for Electronic Document
 Analysis and Retrieval+. The aggregate amount of all securities issued pursuant to the Canadian Final Base Shelf Prospectus does
 not and, immediately following the Closing, will not exceed C$200,000,000, being the maximum allowable amount thereunder.

 
 

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 (iii)
 The
 Company meets the general eligibility requirements for the use of Form F-10 under the Securities Act and has prepared and filed with
 the Commission a registration statement under the Securities Act and the rules and regulations of the Commission (the “Rules
 and Regulations”) on Form F-10 (File No. 333-287070) on May 8, 2025, providing for the offer and sale, from time to time,
 of up to C$200,000,000 of the Company’s securities (the “Registration Statement”). The Registration Statement,
 which includes the Canadian Final Base Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or
 required by Form F-10 and the applicable Rules and Regulations), including exhibits to such Registration Statement and all documents
 incorporated by reference therein, became effective pursuant to Rule 467(b) under the Securities Act on May 9, 2025. In connection
 with the filing of the Registration Statement, the Company has filed with the Commission, on May 8, 2025, an appointment of agent
 for service of process upon the Company on Form F-X under the Securities Act. The prospectus included in the Registration Statement
 at the time it became effective, including documents incorporated therein by reference, is referred to herein as the “U.S.
 Base Prospectus”. The term “U.S. Prospectus” means the prospectus supplement (the “U.S. Prospectus
 Supplement”) relating to the Shares, which includes the pricing information, to be filed with the Commission pursuant to
 General Instruction II.L of Form F-10, together with the U.S. Base Prospectus, including all documents incorporated therein by reference.
 No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no Proceedings
 for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and
 any request on the part of the Commission for additional information has been complied with. As used herein, “Base Prospectuses”
 shall mean, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus and “Prospectuses” shall mean,
 collectively, the Canadian Prospectus and the U.S. Prospectus. The Company was not an “ineligible issuer” (as defined
 in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities
 Act with respect to the offering contemplated hereby. All references in this Agreement to the Registration Statement, the U.S. Base
 Prospectus, the U.S. Prospectus, or any Issuer Free Writing Prospectus, or any amendments or supplements to any of the foregoing,
 shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
 System (“EDGAR”). The Company is a “foreign private issuer” within the meaning of Rule 3b-4 under
 the Exchange Act. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of
 the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act. Any “issuer free writing prospectus”
 (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter referred to as an “Issuer Free Writing
 Prospectus”. Any reference herein to the U.S. Base Prospectus and the U.S. Prospectus shall be deemed to refer to and include
 the documents incorporated by reference therein as of the date of filing thereof; and any reference herein to any “amendment”
 or “supplement” with respect to any of the U.S. Base Prospectus and the U.S. Prospectus shall be deemed to refer to and
 include (i) the filing of any document with the Commission incorporated or deemed to be incorporated therein by reference after the
 date of filing of such U.S. Base Prospectus or U.S. Prospectus and (ii) any such document so filed.

 
  
  
  

 
  
 (iv)
 The
 Canadian Base Prospectus did, and the Canadian Prospectus (and any further amendments or supplements thereto) will, comply in all
 material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus (and any further amendments
 or supplements thereto) will not, as of the time of filing thereof and through the Closing Date (as defined below) include any untrue
 statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements
 therein, in light of the circumstances under which they were made, not misleading, and the Canadian Prospectus (and any further amendments
 or supplements thereto) will, as of the time of filing thereof and through the Closing Date, constitute, full, true and plain disclosure
 of all material facts relating to the Shares and to the Company.

 
 

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 (v)
 The
 U.S. Prospectus conformed and will conform to the Canadian Prospectus, in each case except for such deletions therefrom and additions
 thereto as are permitted or required by Form F-10 and the applicable Rules and Regulations. The Registration Statement complies,
 and the U.S. Prospectus and any further amendments or supplements to the Registration Statement or the U.S. Prospectus will comply
 in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and do not and will
 not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to
 the U.S. Prospectus and any amendment thereof or supplement thereto, contain an untrue statement of a material fact or omit to state
 a material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances
 under which they were made, only in the case of the U.S. Prospectus) not misleading.

 
  
  
  

 
  
 (vi)
 Each
 Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period
 specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the
 information contained in the Registration Statement or the Prospectus and, when taken together with all other Issuer Free Writing
 Prospectuses did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material
 fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 
  
  
  

 
  
 (vii)
 No
 order preventing or suspending the use of the U.S. Base Prospectus has been issued by the Commission.

 
  
  
  

 
  
 (viii)
 Each
 document filed or to be filed with the Canadian Qualifying Authorities and incorporated, or deemed to be incorporated, by reference
 in the Canadian Prospectus complied, or will comply, when so filed in all material respects with the requirements of Canadian Securities
 Laws, and none of such documents contained, or will contain, at the time of its filing any untrue statement of a material fact or
 omitted or will omit at the time of its filing to state a material fact required to be stated therein or necessary to make the statements
 therein, in light of the circumstances under which they were or are made, not misleading.

 
  
  
  

 
  
 (ix)
 The
 Company is a reporting issuer under Canadian Securities Laws and is not on the list of defaulting reporting issuers maintained by
 any Canadian Qualifying Authority in each such jurisdiction that maintains such a list and no material change relating to the Company
 has occurred with respect to which the requisite material change report has not been filed under any applicable Securities Laws in
 such provinces and no such disclosure has been made on a confidential basis. The Company has not made any significant acquisition
 as such term is defined in Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)
 in the current financial year or prior financial years and for which a business acquisition report has not been filed under NI 51-102,
 the Company has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition
 for the purposes of Part 8 of NI 51-102, and there are no proposed acquisitions by the Company that have progressed to the state
 where a reasonable person would believe that the likelihood of the Company completing such acquisition is high and would be a significant
 acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Prospectus Supplement.

 
 

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 (g)
 Capitalization.
 The Company is authorized to issue an unlimited number of Common Shares of which, as of the date of this Agreement, there are 32,463,748
 Common Shares issued and outstanding. All of the issued and outstanding Common Shares are fully paid and non-assessable and have
 been duly and validly authorized and issued, in compliance with all applicable Canadian, United States and other securities laws
 and not in violation of or subject to any preemptive or similar right that entitles any Person to acquire from the Company any Common
 Shares or other security of the Company or any security convertible into, or exercisable or exchangeable for, Common Shares or any
 other such security, except for such rights as may have been fully satisfied or waived prior to the date hereof. Except for common
 share purchase warrants, stock options and restricted share units in relation to which an aggregate of 7,378,987 warrants, 3,436,690
 options, 2,286,256 restricted share units and contingent value rights representing 2,283,929 Common Shares on conversion, are outstanding
 with Common Shares reserved for issuance thereunder, respectively, as of the date of this Agreement, the common shares issuable pursuant
 to the Advisory Agreement between Tryton Management Corporation and the Company dated June 10, 2022 (the “Advisory Agreement”)
 and except as disclosed in the Incorporated Documents, the Company has no outstanding options, warrants, scrip rights to subscribe
 to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
 or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Shares, or contracts, commitments, understandings
 or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Common Shares or Common Share Equivalents
 or share capital of any Subsidiary. No Person has any right of first refusal, pre-emptive right, right of participation, or any similar
 right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Shares will not
 obligate the Company or any Subsidiary to issue Common Shares or other securities to any Person (other than the Purchasers or pursuant
 to the Advisory Agreement) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
 exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary
 with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance
 of securities by the Company or any Subsidiary. Other than the unsecured convertible debentures of the Company, there are no outstanding
 securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
 commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of
 the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
 or any similar plan or agreement. Except for the Required Approvals, no further approval or authorization of any shareholder of the
 Company, the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders agreements,
 voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or,
 to the knowledge of the Company, between or among any of the Company’s shareholders.

 
 

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 (h)
 SEC
 Reports; Financial Statements. The Company is subject to the reporting requirements of Section 13 of the Exchange Act and has
 filed all reports, schedules, forms and other documents required to be filed by the Company under the Securities Act and the Exchange
 Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
 such material) on a timely basis or has received a valid extension of such time of filing and has filed them prior to the expiration
 of any such extension. All conditions for the use of Form F-10 to register the Shares under the Securities Act have been satisfied.
 The documents incorporated or deemed to be incorporated by reference in the Prospectuses (“Incorporated Documents”),
 at the time they were or hereafter are filed with the Commission or the Canadian Qualifying Authorities, complied and will comply
 in all material respects with the requirements of the Securities Act, the Exchange Act, the Rules and Regulations and Canadian Securities
 Laws and, when read together with the other information in the Prospectuses, as applicable, do not contain an untrue statement of
 a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the
 light of the circumstances under which they were made, not misleading. The consolidated financial statements, including the notes
 thereto, included or incorporated by reference in the Registration Statement and the Prospectuses present fairly, in all material
 respects, the financial position as of the dates indicated and the cash flows and results of operations for the periods specified
 of the Company and its Subsidiaries; except as otherwise stated in the Registration Statement and the Prospectuses, said consolidated
 financial statements have been prepared in conformity with IFRS, applied on a consistent basis throughout the periods involved. No
 other financial statements or supporting schedules are required to be included in the Registration Statement and the Prospectuses
 by Canadian Securities Laws, the Securities Act, the Exchange Act or the Rules and Regulations. The other financial and statistical
 information included or incorporated by reference in the Registration Statement and the Prospectuses, including the selected consolidated
 financial data set forth under the caption “Consolidated Capitalization” in the Canadian Prospectus Supplement and the
 U.S. Prospectus Supplement present fairly the information included therein and have been prepared on a basis consistent with that
 of the financial statements that are included or incorporated by reference in the Registration Statement and the Prospectuses and
 the books and records of the Company. There has not been any reportable event (within the meaning of NI 51-102) between the Company
 and its auditors. The Company’s audit committee’s responsibilities and composition comply with National Instrument 52-110
 – Audit Committees;

 
  
  
  

 
  
 (i)
 Material
 Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in the Incorporated Documents, since the date of
 the latest audited financial statements included within the Incorporated Documents, (i) there has been no event, occurrence or development
 that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
 (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
 with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to IFRS,
 (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
 of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its
 capital and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing
 Company share compensation plan. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact,
 circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company
 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that wo