Form 8-K

8-K — SILVER BOW MINING CORP.

Accession: 0001539497-26-001277

Filed: 2026-05-01

Period: 2026-04-29

CIK: 0002067674

SIC: 1040 (GOLD & SILVER ORES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — n5138_x21-8k.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT DATED APRIL 29, 2026 (n5138x21_ex1-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: n5138_x21-8k.htm · Sequence: 1

false

0002067674

2026-04-29

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 29, 2026

Silver

Bow Mining Corp.

(Exact

name of registrant as specified in its charter)

British

Columbia

001-43242

98-1858068

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification Number)

1401

Idaho Street

Butte,

Montana

59701

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: 406-718-7593

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol

Name

of each exchange on which registered:

Common Shares, no

par value

SBMT

NYSE American, LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405

of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement

Underwriting

Agreement

April 29, 2025, Silver Bow Mining Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting

Agreement”) with Cantor Fitzgerald & Co. as the lead book-running manager and the representative (the “Representative”)

for the several underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), relating to the

Company’s sale in its initial public offering of 5,200,000 common shares, no par value (the “Offering”).

The

Company has granted the Underwriters an option, exercisable in whole or in part at any time until the date which is 30 days following

the closing of the Offering, to purchase up to an additional 780,000 common shares to cover over-allotments, if any, at the public

offering price, less underwriting discounts and commissions.

The

Underwriting Agreement contains customary representations, warranties and covenants by the Company, conditions to closing and

indemnification provisions, as well as a form lock-up agreement that was signed by certain of the Company’s directors and

officers, filed herewith as Exhibit “A” to Exhibit 1.1.

The

Company agreed to pay the Underwriters a commission equal to 7% of the aggregate gross proceeds of the Offering, including any

additional common shares sold pursuant to the exercise of the option. The Company also agreed to reimburse the Underwriters for

customary fees and expenses up to US$200,000.

The

Company previously filed the form of Underwriting Agreement as an exhibit to the Company’s registration statement on Form

S-1/A, as amended from time to time (File No. 333-292928), which was declared effective by the Securities and Exchange Commission

on April 29, 2026 (the “Registration Statement”).

copy of the final executed underwriting agreement is filed as Exhibit 1.1 hereto and is incorporated by reference into this Item

1.01.

On May 1, 2026 the Company consummated

the Offering and issued 5,200,000 common shares for aggregate net proceeds of approximately $54.6 million, after deducting underwriting

discounts and commissions and other offering expenses payable by the Company.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

1.1+

Underwriting Agreement dated April 29, 2026

104

Cover Page Interactive Data File (embedded within

the Inline XBRL document)

+ Certain schedules and exhibits have been omitted pursuant

to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

SILVER BOW MINING CORP.

By:

/s/

C. Travis Naugle

Chief Executive Officer

Dated: May 1, 2026

EX-1.1 — UNDERWRITING AGREEMENT DATED APRIL 29, 2026

EX-1.1

Filename: n5138x21_ex1-1.htm · Sequence: 2

Exhibit 1.1

SILVER BOW MINING CORP.

5,200,000 Common Shares (no par value per

share)

Underwriting Agreement

April 29, 2026

Cantor Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

As Representative of the Several Underwriters

named on Schedule A hereto

c/o Cantor Fitzgerald Canada Corporation 181 University Ave

Toronto, ON M5H 2X7 Ladies and Gentlemen:

Silver Bow Mining Corp., a corporation continued

under the laws of the Province of British

Columbia, Canada (the “Company”), proposes to sell and

issue to the several underwriters named in Schedule A hereto (the “Underwriters”), including Cantor Fitzgerald

& Co. as the lead book-running manager (“Cantor”) and Research Capital USA Inc. as joint bookrunner, an aggregate

of 5,200,000 common shares no par value per share, of the Company (the “Common Shares”). 5,200,000 Common Shares to

be sold hereunder by the Company to the Underwriters are collectively called the “Firm Shares.” In addition, the Company

has granted to the Underwriters an option to purchase up to an additional 780,000 Common Shares (the “Option”) for

the purpose of covering over-allotments made in connection with the Offering (as defined below). The additional 780,000 Common Shares

to be sold hereunder by the Company to the Underwriters pursuant to the Option, if exercised, are collectively called the “Option

Shares,” The Firm Shares and, if and to the extent the Option is exercised, the Option Shares, are collectively called the “Offered

Shares.” Cantor has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”)

in connection with the offering and sale of the Offered Shares contemplated hereby (the “Offering”).

The Company has prepared and filed with the

U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-292928).

Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became

effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities

Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities

Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)

under the Securities Act in connection with the Offering is called the “Rule 462(b) Registration Statement,” and from

and after the date and time of the filing of any such Rule 462(b) Registration Statement, the term “Registration Statement”

shall include the Rule 462(b) Registration Statement. The preliminary prospectus, dated April 21,

2026, that describes the Offered Shares and the Offering and is used prior to the filing of the Prospectus (as defined below) is called

the “Preliminary Prospectus,” and the Preliminary Prospectus together with any other prospectus in preliminary form

that describes the Offered Shares and the Offering and are used prior to the filing of the Prospectus are together called a “preliminary

prospectus.” As used herein, the term “Prospectus” shall mean the prospectus in the form first used by the

Underwriters to confirm sales of the Offered Shares or in the form first made available to

the Underwriters by the Company to meet requests of purchasers pursuant

to Rule 173 under the Securities Act, and, for the avoidance of doubt, includes the Canadian Supplemented Prospectus (as defined below).

The Company has prepared and filed a registration statement on Form 8-A (File No. 001-43242) (as amended, the “Exchange Act Registration

Statement”) to register, under Section 12(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder

(collectively, the “Exchange Act”), the Common Shares.

As used herein, (i) the “Applicable

Time” is 4:30 p.m. (New York City time) on April 29, 2026; (ii) “free writing

prospectus” has the meaning set forth in Rule 405 under the Securities Act; (iii) “Time of Sale Prospectus”

means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, collectively with the free writing

prospectuses, if any, identified on Schedule B hereto and the pricing information set forth on Schedule C hereto; (iv) “Road

Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the Offering that is a “written

communication” (as defined in Rule 405 under the Securities Act); (v) “Section 5(d) Written Communication” means

each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities

Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional

buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively

defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the Offering;

(vi) “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the

Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs

to determine whether such investors might have an interest in the Offering; (vii) “Marketing Materials” means any materials

or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including

any Road Show or investor presentations made to investors by the Company (whether in person or electronically); (viii) “Permitted

Section 5(d) Communication” means the Section 5(d) Written Communication(s) and the Marketing Materials listed on Schedule

D hereto; and (ix) “Testing-the-Waters Communication” means any oral or written communication with potential investors

in reliance on Section 13.4 of National Instrument 41-101—General Prospectus Requirements (“NI 41-101”).

All references in this underwriting agreement

(this “Agreement”) to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, or the

Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed

with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the

Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the Offering

as contemplated by Section 3(p) hereof.

The Company hereby confirms its agreements

with the Underwriters as follows:

1. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter as of the date of this

Agreement, the Applicable Time, the First Closing Date (as hereinafter defined), and each Option Closing Date (as hereinafter defined),

if any, as follows:

(a) Compliance

with Registration Requirements.

(i) U.S.

Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied

with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness

of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending, or, to the best

knowledge of the Company, are contemplated or threatened by the Commission. The Exchange Act Registration Statement has become

effective as provided in Section 12 of the Exchange Act.

(ii) Canadian

Registration Requirements. The Company has (A) prepared and filed a preliminary base PREP prospectus relating to the Offering, which

also contains the Preliminary Prospectus (the “Canadian Preliminary Prospectus”), with the British Columbia Securities

Commission (the “BCSC”) and with the securities commissions or other securities regulatory authorities (“Canadian

Securities Commissions”) in each of the provinces and territories of Canada, other than Québec

(the “Canadian Qualifying Jurisdictions”), in accordance with the rules and procedures established pursuant to National

Instrument 44-103 – Post-Receipt Pricing (“NI 44-103”) for the pricing of securities after the receipt

for a final base PREP prospectus has been obtained, and (B) obtained a receipt from the BCSC for the Canadian Preliminary Prospectus.

The Company has also (1) prepared and filed a final base PREP prospectus relating to the Offering, which also contains the Preliminary

Prospectus (the “Canadian Final Prospectus”), with the BCSC and the other Canadian Securities Commissions in each of

the Canadian Qualifying Jurisdictions, in accordance with NI 44-103, and (2) has obtained a receipt from the BCSC for the Canadian Final

Prospectus. For purposes of this Agreement, all references to the Canadian Preliminary Prospectus, the Canadian Final Prospectus, the

Canadian Supplemented Prospectus (as defined below), or any amendment or supplement to any of the foregoing shall be deemed to include

the copy filed with the Canadian Securities Commissions pursuant to the System for Electronic Document Analysis and Retrieval (“SEDAR”).

The Company will, promptly after the execution and delivery of this Agreement, prepare and file a supplemented PREP prospectus setting

forth the PREP Information (as defined below) (the “Canadian Supplemented Prospectus” and, together with the Canadian

Preliminary Prospectus and the Canadian Final Prospectus, collectively, the “Canadian Prospectuses” and each, a “Canadian

Prospectus”) with the Canadian Securities Commissions, in accordance with NI 44-103. The information included in the Canadian

Supplemented Prospectus that is omitted from the Canadian Final Prospectus and which is deemed under NI 44-103 to be incorporated by reference

in the Canadian Final Prospectus as of the date of the Canadian Supplemented Prospectus is referred to herein as the “PREP Information.”

(b) Disclosure.

(i) U.S.

Disclosure. Each preliminary prospectus and the Prospectus when filed with the Commission by electronic transmission pursuant to EDGAR

complied in all material respects with the Securities Act and was identical (except as may be permitted by Regulation S-T under the Securities

Act) to the copy thereof delivered to the Underwriters for use in connection with the Offering. Each of the Registration Statement and

any post-effective amendment thereto, at the time it became or becomes effective and as of the Applicable Time, the First Closing Date,

and each Option Closing Date (if any), complied and will comply in all material respects with the applicable requirements of the Securities

Act and did not and will not contain any 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 not misleading. As of the Applicable Time, the Time of Sale Prospectus did not, and as of

the First Closing Date and as of each Option Closing Date (if any), as the case may be, will not, contain any untrue statement of a material

fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading. The Prospectus, as of its date and (as then amended or supplemented) as of the First Closing Date and each Option

Closing Date (if any), did not and 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 light of the circumstances under which they were made, not misleading. The representations

and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration

Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements

thereto, made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b)). There are no contracts

or other documents required to be described in the Time of Sale Prospectus or the Prospectus, or to be filed as an exhibit to the Registration

Statement, which have not been described or filed as required.

(ii) Canadian

Disclosure. The Canadian Final Prospectus when it was filed was, and as amended and supplemented, if applicable, will, when filed

(i) be true and correct in all material respects and contain full, true and plain disclosure of all material facts relating to the Company

and the Subsidiaries (as defined below) and the Common Shares that are required by applicable securities laws emanating from governmental

authorities, including the respective rules and regulations made thereunder together with applicable published national and local instruments,

policy statements, notices, blanket rules and orders of the Canadian Securities Commissions, all discretionary rulings and orders applicable

to the Company, if any, of the Canadian Securities Commissions (the “Canadian Securities Laws”) and (ii) not contain

any 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 not misleading. The Canadian Preliminary Prospectus and the Canadian Final Prospectus comply and, as amended or supplemented (including

for greater certainty, by the Canadian Supplemented Prospectus), if applicable, will comply, in all material respects with Canadian Securities

Laws. As of the Applicable Time, the information and statements (except the Underwriter Information) contained in the Canadian Final Prospectus,

other than excluding the PREP Information to be included in the Canadian Supplemented Prospectus, (i) is true and correct in all material

respects and contains full, true and plain disclosure of all material facts relating to the Common Shares as required by the Canadian

Securities Laws and (ii) does not contain any 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 not misleading. The Canadian Supplemented Prospectus, as of its date, (i) will be

true and correct in all material respects and contain full, true and plain disclosure of all material facts relating to the Common Shares

as required by Canadian Securities Laws and (ii) will not contain any 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 not misleading.

(iii) Free

Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was

not, is not or will not be (as applicable) an “ineligible issuer” in connection with the Offering pursuant to Rules 164, 405

and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the

Securities Act has been, or will be, filed with the Commission in accordance with the applicable requirements of the Securities Act. Each

free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or that

was prepared by or on behalf of or used or referred to by the Company, complies or will comply in all material respects with the requirements

of Rule 433 under the Securities Act, including timely filing with the Commission or retention where required and legending, and each

such free writing prospectus, as of its issue date and as of the Applicable Time, the First Closing Date, and each Option Closing Date

(if any), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained

in the Registration Statement, any preliminary prospectus or the Prospectus and not superseded or modified. Except for the free writing

prospectuses, if any, identified in Schedule B hereto, and electronic Road Shows, if any, furnished to the Representative before

first use, the Company has not prepared, used, or referred to, and will not, without the Representative’s prior written consent,

prepare, use, or refer to, any free writing prospectus. Each Road Show, when considered together with the Time of Sale Prospectus, and,

if applicable, the Canadian Supplemented Prospectus, does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Growth Company and Smaller Reporting Company. From the time of initial confidential submission of the Registration Statement to the

Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf

in any Section 5(d) Written Communication or Section 5(d) Oral Communication) through the date hereof, the

Company has been and is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act and a “smaller reporting company” as defined in Rule 12b-2 under the Exchange

Act.

(d) Testing-the-Waters

Materials. The Company (i) has not alone engaged in any Section 5(d) Written Communication or Section 5(d) Oral Communication or Testing-the-Waters

Communication, and (ii) has not authorized anyone other than the Representative, Research Capital USA Inc., and their respective Canadian

affiliates to engage in such Permitted Section 5(d) Communications or Testing-the-Waters Communications. The Company reconfirms that the

Representative has been authorized to act on its behalf in conveying Marketing Materials, Testing-the-Waters

Communications, Section 5(d) Oral Communications and Section 5(d) Written Communications, and has not engaged in any Testing-the-Waters

Communications in Canada in the 15 days prior to the date of the Canadian Preliminary Prospectus. Any individual Permitted Section 5(d)

Communication or Testing-the-Waters Communication does not conflict with the information contained

in the Registration Statement, the Time of Sale Prospectus or the Canadian Preliminary Prospectus, and when taken together with the Time

of Sale Prospectus and the Canadian Supplemented Prospectus as of the Applicable Time, did not, and as of the First Closing Date and as

of each Option Closing Date (if any), as the case may be, 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.

The Company has filed publicly on EDGAR at least 15 calendar days prior to any “road show” (as defined in Rule 433 under the

Act), any confidentially submitted registration statement and registration statement amendments relating to the Offering.

(g) Distribution

of Offering Material By the Company. Prior to the later of (i) the expiration or termination of the Option granted to the several

Underwriters in Section 2(c) hereof, (ii) the completion of the Underwriters’ distribution of the Offered Shares, and (iii)

the expiration of 25 days after the date of the Prospectus, the Company has not distributed and will not distribute any offering material

in connection with the Offering other than the Registration Statement, the Time of Sale Prospectus, the Canadian Supplemented Prospectus,

the Prospectus, the Canadian Final Prospectus, any free writing prospectus reviewed and consented to by the Representative, the free writing

prospectuses, if any, identified on Schedule B hereto, and any Permitted Section 5(d) Communications.

(h) Financial

Information. The consolidated financial statements of the Company included in the Registration Statement, the Time of Sale Prospectus,

the Prospectus and the Canadian Prospectuses, collectively with the related notes and schedules, present fairly, in all material respects,

the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated, and the consolidated

loss and other comprehensive loss, cash flows, and changes in shareholders’ equity of the Company for the periods specified, and

have been prepared in compliance with the requirements of the Securities Act and Canadian Securities Laws, and in conformity with United

States generally accepted accounting principles (“GAAP”) and audited in accordance with auditing standards generally

accepted in the United States of America established by the Public Company Accounting Oversight Board (United States) (the “PCAOB”),

applied on a consistent basis during the periods involved; there are no financial statements (historical or pro forma) that are required

to be included in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the Canadian Prospectuses that are not included

as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any

off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Time of Sale Prospectus,

the Prospectus, and the Canadian Prospectuses; and all disclosures contained in the Registration Statement, the Time of Sale Prospectus,

the Prospectus or the Canadian Prospectuses and the free writing prospectuses, if any, regarding “non-GAAP financial measures”

(as such term is defined by the rules and regulations of the Commission), if any, comply with Canadian Securities Laws, Regulation G of

the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The

financial data set forth in each of the Registration Statement,

the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses under the captions “Prospectus Summary—Summary

of Consolidated Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent

with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and

the Canadian Prospectuses.

(i) Conformity

with EDGAR or SEDAR Filing. The Preliminary Prospectus and Final Prospectus delivered to the Underwriters for use in connection with

the Offering will be identical to the versions of the Preliminary Prospectus and Final Prospectus created to be transmitted to the Commission

for filing via EDGAR or SEDAR, as applicable, except to the extent permitted by Regulation S-T.

(j) Organization.

Each of the Company and its subsidiaries (as defined in Rule 405 under the Securities Act) (collectively, the “Subsidiaries”)

is duly organized and validly existing as a corporation or limited liability company, as applicable, and is in good standing (or the foreign

equivalent) under the Laws (as defined below) of their respective jurisdiction of organization. Each of the Company and each of the Subsidiaries

is duly licensed or qualified as a foreign corporation or limited liability company, as applicable, for the transaction of business, is

in good standing under the Laws of each other jurisdiction, if any, in which its respective ownership or lease of property or the conduct

of its respective business requires such license or qualification, and have all corporate or limited liability company power and authority,

as applicable, necessary to own or hold its respective properties and to conduct its respective business as described in the Registration

Statement, the Time of Sale Prospectus, the Prospectus, or the Canadian Prospectuses, except where the failure to be so qualified or in

good standing or have such power or authority would not, individually or in the aggregate, result in a material adverse effect on the

assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, shareholders’ equity or results

of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with the consummation of the transactions

contemplated hereby (a “Material Adverse Effect”).

(k) Subsidiaries.

The Company owns, directly or indirectly, all of the equity interests of each of the Subsidiaries, free and clear of any lien, charge,

security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly

issued and are fully paid, nonassessable, and free of preemptive and similar rights. No Subsidiary is currently prohibited, directly or

indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from

repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s

property or assets to the Company or any other Subsidiary of the Company.

(l) No

Violation or Default. Neither the Company nor any of the Subsidiaries is (i) in violation of its articles or notice of articles, by-laws

or other similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would

constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage,

deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which

the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is

subject; or (iii) in violation of any Law of any Governmental Authority (as defined below), except, in the case of clause (ii) or clause

(iii) above, for any such violation or default that would not, individually or in the aggregate, result in a Material Adverse Effect.

To the Company’s knowledge, no other party under any material contract or other agreement to which it or any of the Subsidiaries

is a party is in default in any material respect thereunder.

(m) No

Material Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement, the Time

of Sale Prospectus, the Prospectus, the Canadian Prospectuses and the free writing prospectuses, if any, there has not been (i) any Material

Adverse Effect or the occurrence of any development that could, individually or in the aggregate, reasonably be expected to result in

a Material Adverse Effect, (ii) any transaction that is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation

or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary that is material

to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness

of the Company or any Subsidiary, or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company

or any Subsidiary.

(n) Capitalization.

The issued and outstanding Common Shares have been validly issued, are fully paid and nonassessable, and, except as disclosed in Registration

Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses, are not subject to any preemptive rights, participation

rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in

the Registration Statement, the Time of Sale Prospectus and the Prospectus as of the dates referred to therein, and such authorized share

capital conforms to the description thereof set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The

description of the Common Shares in the Registration Statement, the Time of Sale Prospectus and the Prospectus is complete and accurate

in all material respects. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, as of the

date referred to therein, the Company does not have outstanding any options to purchase, or any RSUs

or other rights or warrants to subscribe for, or any securities or obligations convertible into, or exercisable or exchangeable

for, or any contracts or commitments to issue or sell, any Common Shares or other securities.

(o) Authorization;

Enforceability. The Company has full legal right, power and authority to enter into this Agreement and to perform its obligations

under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding

agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general

equitable principles.

(p) Authorization

of the Offered Shares. The Offered Shares have been duly authorized by the Company for sale and issuance pursuant to this Agreement

and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully

paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or

contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The Offered Shares, when issued, will conform

to the description thereof set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses.

(q) No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority

is required for the execution, delivery and performance by the Company of this Agreement or the sale and issuance by the Company of the

Offered Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as have been already obtained

or may be required under the Securities Act, applicable state securities Laws, Canadian Securities Laws, rules of the Financial Industry

Regulatory Authority Inc. (“FINRA”), or rules of the NYSE American (the “NYSE American”).

(r) No

Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each,

a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common

Shares or shares of any other capital stock or other securities of the Company, other than pursuant to (A) outstanding warrants to

purchase Common Shares or (B) outstanding stock options, RSUs or

other equity awards granted under the Company’s existing stock option plan or other incentive compensation plan, as applicable,

and disclosed in the Registration Statement, the Time of Sale Prospectus. the Prospectus, and the Canadian Prospectuses (ii) no Person

has any preemptive rights, participation rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether

pursuant to a “poison pill” provision or otherwise) to purchase any Common Shares or shares of any other capital stock or

other securities of the Company, (iii) no Person, other than the Underwriters, has the right to act as an underwriter or financial advisor

to the Company in connection with the Offering, and (iv) no Person has the right, contractual or otherwise, to require the Company to

register under the Securities Act the offer and sale of any Common Shares or shares of any other capital stock or other securities of

the Company, or to include any such Common Shares or other securities in Registration Statement or the Offering, whether as a result of

the filing or effectiveness of the Registration Statement or the sale of the Offered Shares as contemplated thereby or otherwise.

(s) Independent

Public Accounting Firms. PKF Antares Professional Corporation (the “Prior Accountant”), whose report on the consolidated

financial statements of the Company as of and for the year ended December 31, 2024 is filed with the Commission as part of the Registration

Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectuses, is and, during the periods covered by its report,

was (i) an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB, and (ii) an independent

public accounting firm as required by Canadian Securities Laws and the relevant institute of chartered accountants. No “reportable

event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”))

has occurred with the Prior Accountant with respect to audits of the Company or its predecessors. To the Company’s knowledge, the

Prior Accountant has not been and is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the

“Sarbanes-Oxley Act”) with respect to the Company. There has not been any disagreement (within the meaning of NI 51-102)

with Prior Accountant with respect to the audits of the Company. Assure CPA, LLC (the “Current

Accountant”), whose report on the consolidated financial statements of the Company as of and for the year ended December 31,

2025 is filed with the Commission as part of the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian

Prospectuses, is and, during the periods covered by its report, was (i) an independent registered public accounting firm within the meaning

of the Securities Act and the PCAOB, and (ii) an independent public accounting firm as required by Canadian Securities Laws and the relevant

institute of chartered accountants. No “reportable event” (within the meaning of National Instrument 51-102 –

Continuous Disclosure Obligations (“NI 51-102”)) has occurred with the Current Accountant with respect to audits

of the Company or its predecessors. To the Company’s knowledge, the Current Accountant has not been and is not in violation of the

auditor independence requirements of the Sarbanes-Oxley Act with respect to the Company. There has not been any disagreement (within the

meaning of NI 51-102) with Current Accountant with respect to the audits of the Company.

(t) Enforceability

of Agreements. All agreements between the Company and third parties referenced in the Registration Statement, the Time of Sale Prospectus,

the Prospectus and the Canadian Prospectus are legal, valid and binding obligations of the Company enforceable in accordance with their

respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or

similar Laws affecting creditors’ rights generally and by general equitable principles, (ii) the indemnification provisions of certain

agreements may be limited by federal, state, provincial or territorial corporate or securities Laws or public policy considerations in

respect thereof or (iii) the lack of such enforceability, in whole or in part, would not individually or in the aggregate, result in a

Material Adverse Effect.

(u) No

Litigation. There are no actions, suits or proceedings by or before any Governmental Authority pending, nor any audits or investigations

by or before any Governmental Authority, to which the Company or any of the Subsidiaries is a party or to which any property of the Company

or any of the Subsidiaries is the subject that could, individually or in the aggregate, result in a Material Adverse Effect, and, to the

Company’s knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental

Authority or threatened by others. There are no current, pending or, to the knowledge of the Company, threatened audits, investigations,

actions, suits or proceedings by or before any Governmental Authority that are required under the Securities Act to be described in the

Registration Statement, the Time of Sale Prospectus, the Prospectus, or the Canadian Prospectuses that are not so described.

(v) Title

to Property. The Company and the Subsidiaries have (i) good and marketable title to all of their interests in the material properties

described in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses as being owned or

leased by them, and (ii) good and marketable title to, or have valid rights to lease or otherwise use, all other real property and all

personal property that are material to the respective businesses of the Company and the Subsidiaries, in each case free and clear of all

liens, commissions, royalties, license fees, encumbrances, claims and defects and imperfections of title.

(w) Easements

and Rights-of-Way. The Company and the Subsidiaries have such consents, easements, rights-of-way and licenses as are necessary to

enable the Company and the Subsidiaries to conduct their respective businesses in the manner described in the Registration Statement,

the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses.

(x) Possession

of Licenses and Permits. The Company and the Subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations

issued by, and have made all declarations and filings with, the appropriate Governmental Authorities that are currently necessary for

the ownership or lease of, or the maintenance of the rights of access to or the rights to occupy, their respective properties, or the

conduct of their respective businesses, as described in each of the Registration Statement, the Time of Sale Prospectus, the Prospectus,

and the Canadian Prospectuses. Neither the Company nor any of its Subsidiaries has received

notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe

that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course.

(y) Material

Property Agreements. (i) Any and all of the agreements and other documents and instruments pursuant to which the Company or any of

its Subsidiaries holds the Rainbow Block property located in the Summit Valley Mining District in Silver Bow County, Montana (the “Material

Property”) and other assets (including any option agreement or any interest in, or right to earn an interest in, any property)

are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof,

and (ii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto, is in default

of any of the material provisions of any such agreements, documents or instruments, and, to the knowledge of the Company, no such default

been alleged. Neither the Material Property nor the other assets described above are subject to any right of first refusal or similar

purchase or acquisition rights of third parties.

(z) Material

Interests and Third Party Properties. The Company does not have any information or knowledge of any fact or development relating to

its interests in the Material Property, which could, singly or in the aggregate, result in a Material Adverse Effect.

(aa) No Material Acquisitions or Dispositions.

Except as disclosed in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses, neither

the Company nor any of its Subsidiaries has approved, has entered into, or has any knowledge of any binding agreement in

respect of (i) the purchase of any material property or assets or

any interest therein, or the sale, transfer or other disposition of any material property or assets or any interest therein, currently

owned, directly or indirectly, by the Company or any of its Subsidiaries, whether by asset sale, transfer of shares or otherwise, (ii)

the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or

any of its Subsidiaries or otherwise) of the Company or any of its Subsidiaries, or (iii) a proposed or planned disposition of Common

Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.

(bb) Indigenous Rights. There are

no material claims with respect to Native American or other indigenous rights currently outstanding

or, to the knowledge of the Company, threatened or pending, with respect to the Material Property or the development thereof.

(cc) Technical Report. Dahrouge Geological

Consulting (the “Technical Expert”), which prepared the technical report entitled “Technical Report Summary,

Rainbow Block, Butte Mining District, Silver Bow County, Montana, USA” prepared in accordance

with the SEC Mining Modernization Rules (as defined below) (the “US Technical Report”) and the technical report

entitled “NI 43-101 Technical Report on the Rainbow Block, Butte Mining District, Silver Bow County, Montana, USA” prepared

in accordance with NI 43-101 (as defined below) (the “Canadian Technical Report” and, together with the US Technical

Report, the “Technical Reports”), including the extracts and summaries of which appear in the Registration Statement,

the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses, as applicable, and who has delivered and will deliver the

letters referred to in Section 6(b) and Section 6(m) hereof, was, as of the date of each Technical Report, and is, as of

the date hereof, an independent “Qualified Person” within the meaning of National Instrument 43-101 – Standards of

Disclosure for Mineral Projects (“NI 43-101”) and Subpart 1300 of Regulation S-K under the Securities Act (the

“SEC Mining Modernization Rules”) with respect to the Company and the Subsidiaries.

(dd) Technical Report Information. (i)

All technical information, including the qualitative and quantitative data regarding mineral resources with respect to the Material Property,

extracted from the US Technical Report and set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus, the Canadian

Prospectuses and the free writing prospectuses, if any, has been (A) reviewed by each of the Company and the Technical Expert, and (B)

in the case of the Canadian Technical Report, prepared in accordance with NI 43-101 and in the case of the US Technical Report, the SEC

Mining Modernization Rules, by or under the supervision of a Qualified Person; (ii) the information provided to the Technical Expert by

the Company and the Subsidiaries in connection with the preparation of each Technical Report was true and correct in all material respects

on the date of each Technical Report, and such information was provided to the Technical Expert in accordance with all customary industry

practices; (iii) the methods used in estimating the Company’s mineral resources are in accordance with accepted mineral resource

estimation practices, and the assumptions underlying such resource and reserve estimates are reasonable and appropriate; (iv) the Company

has duly filed with the Commission the summary of the US Technical Report required by the SEC Mining Modernization Rules, and the US Technical

Report complied at the time thereof in all material respects with the requirements thereof; and (v) the Company has duly filed with the

Canadian Securities Commissions the Canadian Technical Report required by NI 43-101, and the Canadian Technical Report complied at the

time thereof in all material respects with the requirements thereof.

(ee) Technical Reports. The information

and assumptions underlying the estimates of mineral resources with respect to the Material Property included in each Technical Report,

including, without limitation, information and assumptions relating to current prices for products, and agreements relating to current

and future operations, were derived from or based on information that the Company reasonably believes to be accurate and reliable in all

material respects on the dates such estimates were made, and were supplied and prepared in accordance with customary industry practices.

Other than normal

intervening market commodity price fluctuations, fluctuations in

demand for such products, adverse weather conditions, unavailability or increased costs of equipment, supplies or personnel, the timing

of third-party operations, and other factors, in each case in the ordinary course of business, and except as described in the Registration

Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses, neither the Company nor any of the Subsidiaries

is aware of any facts or circumstances that would result in a material adverse change in the aggregate estimated net mineral resources,

as described in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses.

(ff) Market-Related Data. The industry,

statistical and market-related data, including supply, demand and pricing information included in the Registration Statement, the Time

of Sale Prospectus, the Prospectus, and the Canadian Prospectuses are based on or derived

from sources that the Company reasonably believes to be reliable and accurate in all material respects, and the Company has obtained the

consent to the use of such data from such sources to the extent required.

(gg) Absence of Labor Disputes. No labor

dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company or any of its Subsidiaries,

is contemplated or threatened, and the Company and the Subsidiaries are not aware of any existing or imminent labor disturbance by the

employees of any of their principal suppliers, manufacturers, customers or contractors that, in any case, would, individually or in the

aggregate, result in a Material Adverse Effect.

(hh) No Material Defaults. Neither

the Company nor any of its the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one

or more long-term leases, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, and neither

the Company nor any of the Subsidiaries has failed to pay any dividend or sinking fund installment on any preferred shares.

(ii) Certain Market Activities. Neither the Company nor any of its the Subsidiaries has (i) taken, directly

or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Common Shares

or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”))

with respect to the Common Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, or (ii) taken any action

which would directly or indirectly violate Regulation M.

(jj) Broker/Dealer Relationships. Neither

the Company nor any of its Subsidiaries (i) is required to register as a “broker” or “dealer” in accordance with

the provisions of the Exchange Act, or (ii) directly or indirectly through one or more intermediaries, controls or is a “person

associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).

(kk) No Reliance. The Company has not

relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting advice in connection with the Offering.

(ll) Taxes. The Company and the Subsidiaries

have filed all federal, provincial, territorial, state, local and foreign tax returns which are required to have been filed and paid all

taxes and all liabilities (including all levies, imposts, duties, charges, fees, penalties and interest) with respect thereto required

to be paid by them through the date hereof, to the extent that such amounts have become due and are not being contested in good faith,

except where the failure to so file or pay would not, individually or in the aggregate, result in a Material Adverse Effect. Except as

otherwise disclosed in or contemplated by the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses,

no tax deficiency has been determined adversely to the Company or any of its Subsidiaries that has had, or would have, individually or

in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, provincial, territorial, state or other governmental

tax deficiency, penalty or assessment

which has been or might be asserted or threatened against it.

(mm) Environmental Laws. Neither the

Company nor any of its Subsidiaries is in material violation of any applicable federal, provincial, territorial, state, local or foreign

statute, law, rule, regulation, ordinance, code, policy or rule of common law, or any judicial or administrative interpretation thereof,

including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health or safety,

the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife,

including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants,

wastes, toxic substances, hazardous substances, petroleum or petroleum products, radioactive materials, per-and polyfluoroalkyl substances,

asbestos- containing materials or mold (collectively, “Hazardous Materials”), or to the manufacture, processing, distribution,

use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”).

The Company and the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws to conduct

their business as currently operated, are each in material compliance with their requirements, do not know of any facts or circumstances

that would reasonably be expected to cause such permits, authorizations or approvals to be revoked, terminated, or modified, and have

filed applications to renew or extend any such permits, authorizations or approvals that will expire within the next six (6) months, .

There are no past unresolved or pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions,

suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental

Law against the Company or any of its Subsidiaries. To the knowledge of the Company, there are no events or circumstances that would reasonably

be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental

Entity, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws. The Company

and the Subsidiaries are not aware of any facts or circumstances regarding compliance with Environmental Laws, or liabilities or other

obligations under Environmental Laws or concerning Hazardous Materials that would, individually or in the aggregate, result in a Material

Adverse Effect. Neither the Company nor any of its Subsidiaries anticipates capital expenditures relating to compliance with any Environmental

Laws that would, individually or in the aggregate, result in a Material Adverse Effect. There are no material environmental audits, evaluations,

assessments, studies or tests relating to the Company or any of its Subsidiaries, except for ongoing assessments conducted by or on behalf

of the Company or its Subsidiaries in the ordinary course.

(nn) Periodic Review of Costs of Environmental

Compliance. In the ordinary course of its business, the Company conducts a periodic review of the effects of Environmental Laws on

the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated

costs and liabilities (including any capital or operating expenditures required for clean-up, closure of properties or compliance with

Environmental Laws or any permit, license or approval, any related constraints on operating activities, and any potential liabilities

to third parties). No facts or circumstances have come to the Company’s attention that could result in costs or liabilities that

would, individually or in the aggregate, result in a Material Adverse Effect.

(oo) Accounting and Disclosure Controls.

The Company and the Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i)

transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as

necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to

assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act)

is effective, and the Company is not aware of any material weaknesses

in its internal control over financial reporting. Since the date of the latest audited consolidated financial statements of the Company

included in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the

Canadian Prospectuses, there has been no change in the Company’s internal control over financial reporting or, to the Company’s

knowledge, in other factors that could affect the Company’s internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has established

and currently maintains an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the

Exchange Act) that are designed to ensure that information required to be disclosed by the Company or the Subsidiaries in the reports

that each files or submits under the Exchange Act will be made known on a timely basis to the individuals responsible for the preparation

of the Exchange Act filings and other public disclosure documents.

(pp) Intellectual Property. The Company

and the Subsidiaries own, possess, license, or have other rights to use all patents, patent applications, trade and service marks, trade

and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how

and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective

businesses as now conducted, except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such

Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Effect. (i) To the Company’s knowledge

there are no rights of third parties to any such Intellectual Property owned by the Company and the Subsidiaries; (ii) to the Company’s

knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s

knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of the Subsidiaries in

or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action,

suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim

by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge,

threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates any

patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party

patent or published patent application which contains claims for which a proceeding has been commenced against any patent or patent application

described in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the Canadian Prospectuses as being owned by or

licensed to the Company or any of its Subsidiaries; and (vii) the Company and the Subsidiaries have complied with the terms of each agreement

pursuant to which Intellectual Property has been licensed to the Company or any of its Subsidiaries, and all such agreements are in full

force and effect, except, in the case of any of clauses (i) through (iii) and (vi) through (vii) above, for any such infringement by third

parties, any such pending or threatened suit, action, proceeding or claim, or any such noncompliance by the Company or any of its Subsidiaries,

as would not, individually or in the aggregate, result in a Material Adverse Effect.

(qq) Sarbanes-Oxley. To the extent

applicable to the Company, there is and has been no failure on the part of the Company to be in material compliance with the provisions

of the Sarbanes-Oxley Act applicable to it.

(rr) Brokers. Neither the Company nor

any of its Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection

with the transactions contemplated herein, except as may otherwise exist with respect to or pursuant to this Agreement.

(ss) Investment Company Act. Neither

the Company nor any of its Subsidiaries is, or will be, either after receipt of payment for the Offered Shares or after the application

of the proceeds therefrom as

described under “Use of Proceeds” in the Registration

Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses, required to register as an “investment company”

or be an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act

of 1940, as amended (the “Investment Company Act”).

(tt) Operations. The operations of the

Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting

requirements of the Currency and Foreign Transactions Reporting Act of 1970, the Proceeds of Crime (Money Laundering) and Terrorist

Financing Act (Canada), the money laundering Laws of all jurisdictions to which the Company or any of its Subsidiaries is subject,

the rules and regulations thereunder, and any related or similar rules, regulations or guidelines issued, administered or enforced by

any Governmental Authority (collectively, the “Money Laundering Laws”); and there is no current, pending or, to the

knowledge of the Company, threatened action, suit or proceeding by or before any Governmental Authority involving the Company or any of

its Subsidiaries with respect to the Money Laundering Laws.

(uu) Off-Balance Sheet Arrangements.

There are no transactions, arrangements or other relationships between and/or among the Company, on the one hand, and/or any of its affiliates

and any unconsolidated entity, on the other hand, including any structural finance, special purpose or limited purpose entity (each, an

“Off-Balance Sheet Transaction”) that would reasonably be expected to affect materially the Company’s liquidity

or the availability of or requirements for its capital resources, including those Off-Balance Sheet Transactions described in the Commission’s

Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321;

FR-61), required to be described in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses

which have not been described as required.

(vv) ERISA. If applicable, each material

employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company

and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders,

rules and regulations, including ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited

transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability

to the Company with respect to any such plan, excluding transactions effected pursuant to a statutory or administrative exemption; and

for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding

deficiency,” as defined in Section 412 of the Code, has been incurred, whether or not waived, and the fair market value of the assets

of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under

such plan determined using reasonable actuarial assumptions.

(ww) Forward-Looking Statements. Each

financial or operational projection or other “forward- looking statement” (as defined by Section 27A of the Securities Act

or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus,

the Prospectus, or the Canadian Prospectuses (i) was so included by the Company in good faith and with reasonable basis after due

consideration by the Company of the underlying assumptions, estimates and other applicable facts and circumstances, and (ii) is accompanied

by meaningful cautionary statements identifying those factors that could cause actual results to differ materially from those in such

forward-looking statement. No such statement was made with the knowledge of an executive officer or director of the Company that is was

false or misleading. The Company has a reasonable basis for disclosing all forward-looking information (as defined in NI 51-102) contained

in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses.

(xx) Margin Rules. Neither the sale,

issuance, and delivery of the Offered Shares nor the application of the proceeds thereof by the Company as described in the Registration

Statement, the Prospectus, the Time of Sale Prospectus, and the Canadian Prospectuses will violate Regulation T, U or X of the Board of

Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(yy) Insurance. The Company and

the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and the Subsidiaries reasonably

believe are adequate for the conduct of their business and the maintenance of their properties and as is customary for companies engaged

in similar businesses in similar industries.

(zz) No Improper Practices. (i) Neither

the Company nor any of its Subsidiaries, nor any director, officer, or employee of the Company or any of its Subsidiaries, nor, to the

Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or the Subsidiaries has, in the past five

years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation

of applicable Law) or made any contribution or other payment to any official of, or candidate for, any federal, provincial, territorial,

state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any applicable Law

or of the character required to be disclosed in the Registration Statement, the Prospectus, the Time of Sale Prospectus, or the Canadian

Prospectuses; (ii) no relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries or any affiliate

of any of them, on the one hand, and the directors, officers and shareholders of the Company or any of its Subsidiaries, on the other

hand, that is required by the Securities Act to be described in the Registration Statement, the Time of Sale Prospectus, the Prospectus,

or the Canadian Prospectuses that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company

or any of its Subsidiaries or any affiliate of them, on the one hand, and the directors, officers, or shareholders of the Company or any

of its Subsidiaries, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement, the Time

of Sale Prospectus, the Prospectus, or the Canadian Prospectuses that is not so described; (iv) there are no outstanding loans or advances

or guarantees of indebtedness by the Company or any of its Subsidiaries to or for the benefit of any of their respective officers or directors

or any of the members of the families of any of them; (v) the Company has not offered, or caused any placement agent to offer, Common

Shares or other securities of the Company to any person with the intent to influence unlawfully (A) a customer or supplier of the Company

or any of its Subsidiaries to alter such customer’s or supplier’s level or type of business with the Company or any of its

Subsidiaries, or (B) a trade journalist or publication to write or publish favorable information about the Company or any of its Subsidiaries

or any of their respective products or services; and (vi) neither the Company nor any of its Subsidiaries, nor any director, officer or

employee of the Company or any of its Subsidiaries, nor, to the Company’s knowledge, any agent, affiliate or other person acting

on behalf of the Company or any of its Subsidiaries has (A) violated or is in violation of any applicable provision of the U.S. Foreign

Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada)

or any other applicable anti-bribery or anti-corruption Law (collectively, “Anti- Corruption Laws”), (B) promised,

offered, provided, attempted to provide or authorized the provision of anything of value, directly or indirectly, to any person for the

purpose of obtaining or retaining business, influencing any act or decision of the recipient or securing any improper advantage, or (C)

made any payment of funds of the Company or any of its Subsidiaries or received or retained any funds in violation of any Anti-Corruption

Laws.

(aaa) No Conflicts. None of the execution

of this Agreement, the Offering and the sale and issuance of the Offered Shares as contemplated by the Registration Statement, the Time

of Sale Prospectus, the Prospectus, or the Canadian Prospectuses, the consummation of any of the transactions contemplated herein and

therein, or the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach

of, any of the terms and provisions of, or has

constituted or will constitute a default under, or has resulted

in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant

to the terms of, any contract or other agreement to which the Company may be bound or to which any of the property or assets of the Company

is subject, except such conflicts, breaches, defaults, liens, charges or encumbrances that would not, individually or in the aggregate,

result in a Material Adverse Effect nor will any such action result in (x) any violation of the provisions of the organizational or governing

documents of the Company, or (y) any material violation of the provisions of any statute or any order, rule or regulation applicable to

the Company or of any Governmental Authority having jurisdiction over the Company.

(bbb) Sanctions. Neither the Company

nor any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or representative of the Company or any of its Subsidiaries,

is a Person that is, or is owned or controlled by, a Person that is:

(i) the

subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),

the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other governmental agency or regulatory

body with jurisdiction over the parties, including, but not limited to, designation on OFAC’s

Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively, “Sanctions”),

nor

(ii) located,

organized or resident in a country or territory that is the subject of comprehensive Sanctions

(including at the present time Cuba, Iran, North Korea, Russia and the Crimea, Luhansk and Donetsk regions in Ukraine) (the “Sanctioned

Countries”). For the past five years, the Company has not engaged in, and it is not now engaging in, any dealings or transactions

with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or

is or was a Sanctioned Country.

(ccc) Compliance with Laws. The Company

and the Subsidiaries are in compliance in all material respects with all applicable Laws in the jurisdictions in which they carry on business;

neither the Company nor any of its Subsidiaries has received a notice of non-compliance, nor knows of, nor has reasonable grounds to know

of, any facts that could give rise to a notice of non-compliance with any such Laws, and neither

the Company nor any of its Subsidiaries is aware of any pending change or contemplated change to any applicable Law or governmental positions.

(ddd) Stock Exchange Listing. The Common

Shares are registered pursuant to Section 12(b) of the Exchange Act and have been approved for listing on the NYSE American, subject only

to official notice of issuance.

(eee) Related-Party Transactions. There

are no business relationships or related-party transactions involving the Company or any of its Subsidiaries or any other person required

to be described in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the Canadian Prospectuses that have not

been described as required.

(ggg) FINRA Matters. All of the information

provided to the Underwriters or to counsel for the Underwriters by the Company, the Company’s counsel, the Company’s directors

and officers, and the holders of any securities (debt or equity) or options or other rights to acquire any securities of the Company,

in connection with the Offering, is true, complete, correct and compliant with FINRA’s rules, and any letters, filings or other

supplemental information provided to FINRA pursuant to FINRA’s rules is true, complete and correct.

(hhh) Parties to Lock-Up Agreements.

The Company has furnished to the Underwriters a letter

agreement in the form attached hereto as Exhibit A (the “Lock-up

Agreement”) from each of the holders of Common Shares or other Company securities set forth and/or described on Exhibit B

attached hereto (including in each case the percentage of Common Shares beneficially owned by each such holder). Such Exhibit B

lists under an appropriate caption the directors and officers of the Company.

(iii) FINCEN Beneficial Ownership Certification.

As required by the Financial Crimes Enforcement Network within the U.S. Department of the Treasury, the Company has delivered to the Representative,

on or prior to the date of execution of this Agreement, such beneficial ownership certifications and information as the Representative

may have requested, together with copies of identifying documentation, and the Company undertakes to provide such additional information

and supporting documentation as the Representative may reasonably request in connection with the verification of the foregoing certification.

(jjj)No Rights to Purchase Preferred Shares.

The sale and issuance of the Offered Shares as contemplated hereby will not cause any holder of any Common Shares, securities convertible

into or exchangeable or exercisable for capital stock of the Company, or options, warrants or other rights to purchase capital stock or

any other securities of the Company to have any right to acquire any Common Shares or preferred shares of the Company.

(kkk) No Contract Terminations. Neither

the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of

the contracts or agreements referred to or described in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the

Canadian Prospectuses, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or, to the

Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not been

rescinded as of the date hereof.

(lll) Dividend Restrictions. None of

the Subsidiaries is prohibited or restricted, directly or indirectly, from (i) paying dividends to the Company or making any other distribution

with respect to such Subsidiary’s equity securities, (ii) repaying to the Company or any other Subsidiary any amounts that may from

time to time become due under any loans or advances to such Subsidiary from the Company or any other Subsidiary, or (iii) transferring

any property or assets to the Company or to any other Subsidiary of the Company.

(mmm) Cyber-Security and Privacy. Except

as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) the information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases of the Company and the Subsidiaries (collectively,

“IT Systems”) are adequate for, and operate and perform as required in connection with, the operation of the business

of the Company and the Subsidiaries as currently conducted; (ii) the Company and the Subsidiaries have implemented and maintained commercially

reasonable controls, policies, procedures, and safeguards necessary to maintain and protect the integrity, continuous operation and security

of all IT Systems and all personal information and sensitive data processed or stored in connection with their businesses, including all

personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Data”); (iii)

to the knowledge of the Company, there have been no material breaches, violations, outages, compromises or unauthorized uses of or accesses

to the IT Systems and Protected Data, nor are there any incidents under internal review or investigation relating to the same; and (iv)

the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and

regulations of any applicable court, arbitrator or governmental or regulatory authority, internal policies, and contractual obligations

relating to the privacy and security of IT Systems and Protected

Data and to the protection of such IT Systems and Protected Data from unauthorized use, access, misappropriation or modification.

(nnn) Due Authorization under Canadian Securities

Laws. All necessary action has been taken by the Company to authorize the execution, delivery and performance of this Agreement and

the transactions contemplated hereby, including, as applicable, execution of the Canadian Preliminary Prospectus, the Canadian Final Prospectus

and the Canadian Supplemented Prospectus as well as any amendments to any of the foregoing, and the filing or delivery thereof under Canadian

Securities Laws in each Canadian Qualifying Jurisdiction.

(ooo) Canadian Securities Commissions.

None of the Canadian Securities Commissions has issued any order (i) requiring trading in any of the Company’s securities to cease,

(ii) preventing or suspending the use of the Time of Sale Prospectus or the Prospectus or (iii) preventing the distribution of the Offered

Shares in any province or territory of Canada. The Company has not been informed that any such proceedings have been instituted for that

purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated.

(ppp) Enforceability of Choice of Law; Waiver

of Immunity. The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the

laws of Canada and will be honored by the courts of Canada. The Company has the power to submit, and pursuant to Section 21 hereof

has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts

(as defined in Section 21(a) hereof), and has the power to designate, appoint and empower, and pursuant to Section 21 hereof,

has legally, validly and effectively designated, appointed and empowered, an agent for service of process in any suit or proceeding based

on or arising under this Agreement in any of the Specified Courts. Neither the Company nor any of its Subsidiaries nor any of its or their

properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice,

attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Canada. The irrevocable and unconditional

waiver and agreement of the Company contained in Section 21 hereof not to plead or claim any such immunity in any legal action,

suit or proceeding based on this Agreement is valid and binding under the laws of Canada.

(qqq) Taxes, No Stamp Duties etc.

(i) All

payments to be made by or on behalf of the Company under this Agreement will be made free and clear of, and without withholding or deduction

for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions

or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed under the federal laws of Canada, the laws of any

province or the laws of any other jurisdiction in which the Company is organized or incorporated, engaged in business or otherwise resident

for tax purposes or has a permanent establishment or any political subdivision, authority or agency in or of any of the foregoing having

power to tax (each, a “Relevant Taxing Jurisdiction”) (without the necessity of obtaining any governmental authorization);

provided that, in the case of the laws of Canada and an Underwriter that is not resident in Canada for purposes of the Income Tax Act

(Canada), such Underwriter deals at arm’s length (as such term is understood for purposes of the Income Tax Act (Canada))

with the Company, any commission or fee payable under this Agreement to such Underwriter is payable in respect of services rendered by

such Underwriter wholly outside of Canada that are performed in the ordinary course of business carried on by the Underwriter, including

the performance of such services for a fee, and any such amount is reasonable in the circumstances.

(ii) No

stamp, documentary, capital, issuance, registration, transfer or other similar taxes or duties are payable by or on behalf of the Underwriters,

the Company or any of its

Subsidiaries in any Relevant Taxing Jurisdiction in connection with

(a) the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (b) the sale

and delivery of the Offered Shares to the Underwriters in the manner contemplated herein, or (c) the resale and delivery of the Offered

Shares by the Underwriters to U.S. residents in the manner contemplated herein.

(iii) The

Company is registered for goods and services/harmonized sales tax under Subdivision D of division V of Part IX of the Excise Tax Act

(Canada).

(iv) Except

as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and the Subsidiaries have withheld or

collected, and remitted all amounts required to be withheld or collected, and remitted by it in respect of any taxes.

(v) The

statements set forth in the Canadian Preliminary Prospectus, the Canadian Supplemented Prospectus and the Canadian Final Prospectus under

the captions “Material Canadian Federal Income Tax Considerations for U.S. Residents,” “Eligibility for Investment”

and “Certain Canadian Federal Income Tax Considerations” constitute fair summaries of Canadian federal income tax law and

regulations or legal conclusions thereto, and are an accurate and fair summary of the material contained therein.

(vi) The

statements set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Material United

States Federal Income Tax Considerations” constitute a fair summary of U.S. federal income tax law and regulations or legal conclusions

thereto and are an accurate and fair summary of the material contained therein subject to the qualifications set forth therein.

Any certificate signed by any officer of the Company or any of its

Subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the Offering, or the sale and purchase

of the Offered Shares, shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

The Company has a reasonable basis for

making each of the representations set forth in this Section 1. The Company (i) acknowledges that the Underwriters and, for purposes

of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters will rely

upon the accuracy and truthfulness of the foregoing representations, and (ii) hereby consents to such reliance.

2. Purchase, Sale and

Delivery of the Offered Shares.

(a) The

Firm Shares. On the basis of the representations, warranties and agreements contained herein, and upon the terms but subject to the

conditions set forth herein, the Company agrees to sell and issue to the several Underwriters an aggregate of 5,200,000 Firm Shares, and

each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth

opposite its name on Schedule A hereto. The purchase price per Firm Shares to be paid by the several Underwriters to the Company

shall be $10.695.

(b) The

First Closing Date. Settlement of the sale and issuance of the Firm Shares to be purchased by the Underwriters and payment therefor

shall be made at the offices of Katten Muchin Rosenman LLP (or such other place as may be agreed to by the Company and the Representative)

at 9:00 a.m. New York City time, on May 1, 2026, or such other time and date not later than 5:00 p.m. New York City time, on May 8, 2026

as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing

Date”). The Company hereby acknowledges that

circumstances under which the Representative may provide notice

to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representative

to recirculate to the public copies of an amended or supplemented Prospectus, or a delay as contemplated by the provisions of Section

11 hereof.

Option Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements contained herein,

and upon the terms but subject to the conditions set forth herein, the Company hereby grants the Option to the several Underwriters to

purchase, severally and not jointly, up to an aggregate of 780,000 Option Shares from the Company at the purchase price per share to be

paid by the Underwriters for the Firm Shares, for the purpose of covering over-allotments made in connection with the Offering. The Option

granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company,

which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number

of Option Shares as to which the Underwriters are exercising the Option, and (ii) the time, date and place at which the Option Shares

will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such

time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date

of delivery of the Firm Shares and such Option Shares). Any such time and date of delivery of Option Shares (if subsequent to the First

Closing Date, an “Option Closing Date”) shall be determined by the Representative, and shall not be earlier than three

or later than five Business Days after delivery of such notice of exercise. If any Option Shares are to be purchased, (A) each Underwriter

agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares

as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number

of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares, and

(B) the Company agrees to sell such number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative

may determine). The Representative may cancel the Option at any time prior to its expiration by giving written notice of such cancellation

to the Company.

(d) Public

Offering. The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, initially on

the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered

Shares as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable.

The Company and the Underwriters acknowledge and agree that the Offered Shares may be offered and sold to investors resident in jurisdictions

outside of the United States, including the Canadian Qualifying Jurisdictions, pursuant to the Canadian Supplemented Prospectus by the

Canadian broker dealer affiliates of the several Underwriters listed in Schedule A hereto (the “Canadian Underwriters”).

The term “Underwriters” shall include the Canadian Underwriters.

(e) Payment

for the Offered Shares. Payment for the Offered Shares shall be made at the First Closing Date (and, if applicable, at each Option

Closing Date) by wire transfer of immediately available funds to the account designated by the Company. It is understood that the Representative

has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of, and make payment of the

purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. The Representative, individually and

not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased

by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing

Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its

obligations under this Agreement.

(f) Delivery

of the Offered Shares. The Company shall deliver, or cause to be delivered through the facilities of The Depository Trust Company

(“DTC”), unless the Representative shall otherwise instruct, to the Representative for the accounts of the several

Underwriters, the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds

in the amount of the purchase price therefor to the account designated by the Company. The Company shall also deliver, or cause to be

delivered through the facilities of DTC, unless the Representative shall otherwise instruct, to the Representative for the accounts of

the several Underwriters, the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option

Closing Date, as the case may be, against the release of a wire transfer of immediately available funds in the amount of the purchase

price therefor to the account designated by the Company. If the Representative so elects, delivery of the Offered Shares may be made by

credit to the account(s) designated by the Representative through DTC’s full fast transfer or Deposit/Withdrawal at Custodian (DWAC)

programs.

3. Additional Covenants

of the Company. The Company further covenants and agrees with each Underwriter as follows:

(a) Delivery

of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish, without charge, (i) to each Representative

a signed copy of the Registration Statement (including exhibits thereto), (ii) to each other Underwriter a conformed copy of the Registration

Statement (without exhibits thereto), and (iii) to the Representative in New York City, as soon as practicable following the date of this

Agreement and during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether

physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the Offered

Shares (the “Prospectus Delivery Period”), as many copies of the Time of Sale Prospectus, the Prospectus, and any supplements

and amendments thereto or to the Registration Statement as the Representative may reasonably request.

(b) Representative’s’

Review of Proposed Amendments and Supplements. During the Prospectus Delivery Period, the Company (i) shall furnish to the Representative

and its counsel for review, a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to

the Registration Statement, a copy of each such amendment or supplement and (ii) shall not amend or supplement the Registration Statement

without the Representative’s prior written consent. Prior to amending or supplementing any preliminary prospectus, the Time of Sale

Prospectus or the Prospectus, the Company (A) shall furnish to the Representative and its counsel for review, a reasonable amount of time

prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement, and

(B) shall not file or use any such proposed amendment or supplement without the Representative’s prior written consent. The Company

shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required

to be filed pursuant to such Rule.

Writing Prospectuses. The Company (i) shall furnish to the Representative and its counsel for

review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus

or any amendment or supplement thereto prepared by or on behalf of, used by or referred to by the Company, and (ii) shall not file, use

or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Representative’s prior written

consent. The Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on

behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time during the Prospectus Delivery

Period (but in any event if at any time through and including the First Closing Date) there has occurred or occurs an event or development

as a result of which any free writing prospectus prepared by or on behalf of, used by or

referred to by the Company conflicted or would conflict with the

information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or

would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at

such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus so that the statements in such

free writing prospectus as so amended or supplemented will not conflict with information contained in the Registration Statement and will

not include an 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 prevailing at such time, not misleading, as the case may be; provided, however, that prior to

amending or supplementing any such free writing prospectus, the Company shall (A) furnish to the Representative and

its counsel for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed

amended or supplemented free writing prospectus, and (B) not file, use or refer to any such amended or supplemented free writing prospectus

without the Representative’s prior written consent.

(d) Filing

of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company

being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on

behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.

(e) Amendments

and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares

at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result

of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include an 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

when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time

of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for the Underwriters,

it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable Law, the Company shall (subject to Section

3(b) and Section 3(c) hereof) promptly prepare, file with the Commission, and furnish, at its own expense, to the Underwriters

and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of

Sale Prospectus as so amended or supplemented will not include an 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 when delivered to a prospective purchaser, not misleading,

or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration

Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable Law.

(f) Canadian

Supplemental Prospectus. The Company shall prepare the Canadian Supplemental Prospectus, which shall be in a form approved by the

Representative and shall file the Canadian Supplemental Prospectus with the BCSC and the other Canadian Securities Commissions with a

filing date not later than 10:00 a.m. (New York City) time on the Business Day next succeeding the date of this Agreement. Promptly after

the effective date of the Registration Statement, and thereafter from time to time, the Company shall deliver to each of the Underwriters,

without charge, as many copies of the Canadian Prospectuses and any amendment or supplement thereto as the Representative may reasonably

request. The Company consents to the use of the Canadian Supplemental Prospectus and any amendment or supplement thereto by the Underwriters

and by all dealers to whom the Offered Shares may be sold, both in connection with the offering or sale of the Offered Shares and for

any period of time thereafter during the Prospectus Delivery Period. If, during the Prospectus Delivery Period any event shall occur or

be discovered to have occurred or any fact shall come to the attention of the Company or

the Underwriters that, in each case, in the judgment of the Company

or counsel to the Underwriters may result in the Canadian Prospectuses containing a “misrepresentation” (as defined under

applicable Canadia Securities Laws) should be set forth in the Canadian Prospectuses in order to make any statement therein, in the light

of the circumstances under which it was made, not misleading (including by omission), or if it is necessary to supplement or amend the

Canadian Prospectuses to comply with Canadian Securities Laws, the Company shall forthwith prepare and duly file with the BCSC and the

other Canadian Securities Commissions an appropriate supplement or amendment thereto and shall deliver to each of the Underwriters, without

charge, such number of copies thereof as the Representative may reasonably request.

(g) Marketing

Materials Compliance. During the distribution of the Offered Shares the Company may prepare, in consultation with the Representative,

any “marketing materials” (as such term is defined in NI 41-101) (“Marketing Materials”), including any

template version thereof, to be provided to potential investors in the Offered Shares, and shall approve in writing any such Marketing

Materials (including any template version thereof), as may reasonably be requested by the Underwriters, and such Marketing Materials shall

comply with Canadian Securities Laws and be acceptable in form and substance to the Company and the Underwriters and their respective

counsel, each acting reasonably, and

the Representative shall, on behalf of the Underwriters, approve

in writing any such Marketing Materials, as contemplated by Canadian Securities Laws and shall not use any such Marketing Materials until

such time as the Company confirms in writing that such Marketing Materials have been approved and filed (unless an exemption from filing

is available) in accordance with NI 41-101 and NI 44-103.

(h) Certain

Notifications and Required Actions. After the date of this Agreement, the Company shall use its best efforts to cause the Registration

Statement to remain effective and available, including with a current prospectus. The Company shall promptly advise the Representative

in writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the

time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus, any free writing prospectus, or the Prospectus; (iii) the time and date that any post-effective

amendment to the Registration Statement becomes effective; (iv) the issuance by the NYSE American or any other securities exchange or

trading market on which the Common Shares are then traded quoted of any order preventing or suspending trading in the Common Shares or

the use of any prospectus in the Canadian Disclosure Record; or (v) the issuance by the Commission of any stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the

Time of Sale Prospectus or the Prospectus, or of any order preventing or suspending the use of any preliminary prospectus, the Time of

Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or

quotation the Common Shares from any securities exchange or trading market upon which they are listed for trading or included or designated

for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If any Canadian regulatory authority shall

enter an order as described in clause (iv) above or the Commission shall enter any such stop order at any time, the Company will use its

best efforts to obtain the lifting of each such order at the earliest possible moment. Additionally, the Company agrees that it shall

comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities Act and will use its reasonable efforts

to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

(i) Amendments

and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which

it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an 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 when the Prospectus is delivered (whether physically or through compliance with

Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel

for the Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable Law, the Company agrees

(subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission, and furnish, at its own

expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the

Prospectus as so amended or supplemented will not include an 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 when the Prospectus is delivered (whether physically or through

compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or so that the Prospectus, as amended

or supplemented, will comply with applicable Law. Neither the Representative’s consent to, nor delivery of, any such amendment or

supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(c) hereof.

(j) Blue

Sky Compliance. The Company shall (i) qualify or register the Offered Shares under (or obtain exemptions from the application of)

the U.S. state securities or blue sky Laws, applicable Canadian Securities Laws and any other foreign Laws in jurisdictions designated

by the Representative and agreed by the Company, (ii) comply with such Laws, and (iii) continue such qualifications, registrations and

exemptions in effect so long as required for the distribution thereof. The Company shall not be required to qualify as a foreign corporation

or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified

or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension

of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction,

or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification,

registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(k) Use

of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in the manner described under

the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian

Prospectuses.

(l) Transfer

Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Common Shares.

(m) Earnings

Statement. The Company will make generally available to its security holders and to the Representative as soon as practicable an earnings

statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Company

commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities Act and the rules and

regulations of the Commission thereunder.

(n) Continued

Compliance with Securities Laws. The Company will comply with the Securities Act, the Exchange Act and the Canadian Securities Laws

so as to permit the completion of the distribution of the Offered Shares as contemplated by this Agreement, the Registration Statement,

the Time of Sale Prospectus and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the Prospectus

Delivery Period, file on a timely basis with the Commission, the NYSE American

and the Canadian Securities Commissions all reports and documents required to be filed under the Exchange Act and Canadian Securities

Laws.

(o) [RESERVED]

(p) Company

to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representative, the Company

shall cause to be prepared and delivered, at its expense, within one Business Day from the effective date of this Agreement, to the Representative,

an “electronic Prospectus” to be used by the Underwriters in connection with the Offering. As used herein, the term “electronic

Prospectus” means a form of Time of Sale Prospectus and/or Canadian Prospectus, and any amendment or supplement thereto, that meets

each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted

electronically by the Representative and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose

the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material cannot be disseminated

electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate

narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper

format or an electronic format, satisfactory to the Representative, that will allow investors to store and have continuously ready access

to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet

as a whole and for on-line time).

(q) Agreement

Not to Offer or Sell Additional Common Shares. During the period commencing on and including the date hereof and continuing through

and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein

as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent

may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Shares or

Related Securities (as defined below); (ii) effect any short sale, establish or increase any “put equivalent position” (as

defined in Rule 16a-1(h) under the Exchange Act), or liquidate or decrease any “call equivalent position” (as defined in Rule

16a-1(b) under the Exchange Act) of any Common Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest

in any Common Shares; (iv) in any other way transfer or dispose of any Common Shares or Related Securities; (v) enter into any swap, hedge

or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Shares or Related

Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering

of any Common Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Common Shares

or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the

intention to do any of the foregoing; provided, however, that the Company may (A) sell the Offered Shares, (B) issue Common Shares

upon exercise of options or other Related Securities, pursuant to any stock option, stock bonus or other stock or incentive compensation

plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but, to the extent such issuance

is to a director or officer of the Company, only if such holder of such Common Shares or options agrees in writing with the Underwriters

not to sell, offer, dispose of or otherwise transfer any such Common Shares or options during the Lock-up Period without the prior written

consent of the Representative (which consent may be withheld in its sole discretion), (C) issue Common Shares upon exercise of warrants

outstanding, and pursuant to the terms thereof in effect, on the date of this Agreement, (D) issue up to 10% of the number of Common Shares

issued and outstanding immediately following the completion of the Offering, the primary purposes of which is to consummate any (1) acquisition

by the Company or any subsidiary of the assets, or a majority or controlling portion of the equity, of, or (2) joint venture, commercial

relationship or other strategic transaction by the Company or any subsidiary with, another Person; provided, that the recipient of such

Common Shares agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Shares during

the Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), (E)

issue any restricted shares, restricted share units, options or other equity awards for Common Shares granted pursuant to existing employee

benefit plans of the Company referred to in the Registration Statement, the Time of

Sale Prospectus and the Prospectus; provided that any such restricted

shares, restricted share units, options or other equity awards do not vest or become exercisable during the Lock-up Period, or (G) file

any registration statement on Form S-8 (or a successor form thereto) relating to Common Shares or Related Securities granted pursuant

to or reserved for issuance under any stock option, stock bonus or other stock or incentive compensation plan or arrangement described

in the Registration Statement, the Time of Sale Prospectus, the Prospectus, and the Canadian Prospectuses. For purposes of the foregoing,

“Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities

exchangeable or exercisable for or convertible into Common Shares, or to acquire other securities or rights ultimately exchangeable or

exercisable for, or convertible into, Common Shares.

(r) Future

Reports to the Representative. During the period of five years hereafter, the Company will furnish to the Representative, c/o Cantor

Fitzgerald & Co., 110 East 59th Street, New York, New York 10022, Attention: Equity Capital Markets, with copies to Cantor Fitzgerald

& Co., 110 East 59th Street New York, New York 10022, Attention: General Counsel: (i) as soon as practicable after the filing thereof,

copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report

filed by the Company with the Commission, FINRA or any securities exchange or trading market; and (ii) as soon as available, copies of

any report or communication of the Company furnished or made available generally to holders of Common Shares; provided, however,

that the requirements of this Section 3(r) shall be satisfied to the extent that such reports, statement, communications, financial statements

or other documents are available on EDGAR.

(s) Investment

Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Shares

in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company

Act.

(t) No

Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the Company

will take, directly or indirectly, without giving effect to activities by the Underwriters, any action designed to or that might cause

or result in stabilization or manipulation of the price of the Common Shares or any reference security with respect to the Common Shares,

whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates

to, comply with all applicable provisions of Regulation M.

(u) Enforce

Lock-up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security

holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Common Shares or Related Securities or any

of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the

transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up”

agreements for the duration of the periods contemplated in such agreements, including with respect to the “lock-up” agreements

entered into by the Company’s directors, officers and shareholders pursuant to Section 6(e) hereof. If any additional persons

shall become directors or officers of the Company prior to the end of the Lock-up Period, the Company shall, prior to or contemporaneously

with such person’s appointment or election as a director or officer of the Company, cause each such person to execute and deliver

to the Underwriters a Lock-up Agreement.

(v) Company

to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company will

furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial

statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration

Statement and the Prospectus; provided, however, that the

requirements of this Section 3(v) shall be satisfied to the

extent that such financial statements are available on EDGAR.

(w) Amendments

and Supplements to Permitted Section 5(d) Communications or Testing-the-Waters Communications. If at any time following the distribution

of any Permitted Section 5(d) Communication or Testing-the-Waters Communication, there occurred

or occurs an event or development as a result of which such Permitted Section 5(d) Communication or Testing-the-Waters Communication included

or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify

the Representative and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication or Testing-the-Waters

Communication to eliminate or correct such untrue statement or omission.

(x) Announcement

Regarding Lock-ups. The Company agrees to announce the Representative’s intention to release any director or “officer”

(within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Agreement,

by issuing, through a major news service, a press release, in the form set forth in Exhibit C hereto, promptly following the Company’s

receipt of any notification from the Representative in which such intention is indicated, but in any event at least two business days

prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative,

on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the

required announcement; and provided, further, however, that no such announcement shall be made of any release or waiver granted solely

to permit a transfer of securities that is not for value and where the transferee has agreed in writing to be bound by the terms of a

Lock-up Agreement in the form set forth as Exhibit A hereto. For the avoidance of doubt, nothing in this section shall obligate

(or be interpreted to create an obligation of) the Representative to authorize the release of any director or officer of the Company from

such Person’s Lock-Up Agreement.

(y) Sanctions.

(i) The

Company and each of the Subsidiaries covenant that they will not, directly or indirectly, use the proceeds from the Offering, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to

fund or facilitate any activities or business of or with any Person, or in any country or territory, that, at the time of such funding

or facilitation, is the subject of Sanctions or is a Sanctioned Country; or

(B) in

any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether

as underwriter, advisor, investor or otherwise).

(ii) The

Company shall not engage in any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing

or transaction, is the subject of Sanctions or is a Sanctioned Country.

(z) Taxes.

(i) The

Company shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, transfer, or other