Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of July 31, 2020, between Ur-Energy Inc., a corporation continued under
the Canada Business Corporations Act (the “Company”), and each purchaser identified on the signature pages hereto
(each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


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


 


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


 


ARTICLE I.

DEFINITIONS


 


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


 


“Accountant”
means Pricewaterhouse Coopers LLP.


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.3.


 


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


 


“Agreement”
shall have the meaning ascribed to such term in the first paragraph of this Agreement.


 


“Annual
Report” shall have the meaning ascribed to such term in Section 3.1(a).


 


“Anti-Corruption
Laws” shall have the meaning ascribed to such term in Section 3.1(xx).


 


“Base
Prospectus” has the meaning set forth in the definition of “Registration Statement”.


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 






    


     


    

 


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


 


“Canadian
Transfer Restriction” shall have the meaning ascribed to such term in Section 3.2(d).


 


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


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount, and
(ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event
later than the 2nd Trading Day following the date hereof.


 


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


 


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


 


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


 


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


 


“Company”
shall have the meaning ascribed to such term in the first paragraph of this Agreement.


 


“Company
Counsel” means Davis Graham & Stubbs LLP, with offices located at 1550 Seventeenth Street, Suite 500, Denver, Colorado
80202.


 


“Cooley”
means Cooley LLP, with offices located at 55 Hudson Yards, New York, New York 10001-2157.


 


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


 






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“DVP”
shall have the meaning ascribed to such term in Section 2.1.


 


“DWAC”
shall have the meaning ascribed to such term in Section 2.2(a)(iv).


 


“Entity”
shall have the meaning ascribed to such term in Section 3.1(zz)(i).


 


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


 


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


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(mm).


 


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


 


“eXtensible
Business Reporting Language” is an XML standard for tagging business and financial reports to increase the transparency
and accessibility of information by using a uniform format.


 


“Exempt
Issuance” means the issuance of (a) Common Shares or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date of this Agreement, provided
that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations)
or to extend the term of such securities and (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the prohibition period in Section 4.9(a) herein, and provided that any such issuance shall only be to a Person
(or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to
the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities.


 


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


 






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


 


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


 


“Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality,
court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political
subdivision of any of the foregoing.


 


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


 


“Investment
Company Act” shall have the meaning ascribed to such term in Section 3.1(qq).


 


“knowledge”
means, as it pertains to the Company, the actual knowledge of the officers and directors of the Company, together with the knowledge
which they would have had if they had conducted a reasonable inquiry of the relevant persons into the relevant subject matter.


 


“Law”
means any and all laws, including all federal, state, local, municipal, national or foreign statutes, codes, ordinances, guidelines,
decrees, rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments,
orders, directives, decisions, rulings or awards or other requirements of any Governmental Authority, binding on or affecting the
person referred to in the context in which the term is used and rules, regulations and policies of any stock exchange on which
securities of the Company are listed for trading.


 


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


 


“Lock-up
Agreement” shall have the meaning ascribed to such term in Section 3.1(fff).


 


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


 


“Material
Properties” means, collectively, (a) the Lost Creek Property, located in Sweetwater County, Wyoming, and (b) the Shirley
Basin project, located in Carbon County, Wyoming, as described in the Registration Statement and Prospectus.


 


“Mining
Rights” means, without limitation, freehold title, fee title, leases, concessions, patented mining claims and millsites,
unpatented mining claims and millsites, prospecting and exploration rights, mining and mineral rights, in respect of the Material
Properties, or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material
Properties are located.


 






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“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(rr).


 


“NI
43-101” shall have the meaning ascribed to such term in Section 3.1(ff).


 


“NYSE
American” shall have the meaning ascribed to such term in Section 3.1(ccc).


 


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


 


“Off-Balance
Sheet Transaction” shall have the meaning ascribed to such term in Section 3.1(ss).


 


“Per
Unit Purchase Price” equals $0.52, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Shares that occur after the date of this Agreement.


 


“Permitted
Section 5(d) Communications” means communications permitted by Section 5(d) of the Securities Act.


 


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


 


“Placement
Agent” means Cantor Fitzgerald & Co.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof (the “Prospectus
Supplement”), together with the Base Prospectus.


 


“Purchaser”
or “Purchasers” shall have the meaning ascribed to such term in the first paragraph of this Agreement.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.6.


 


“Registration
Statement” means the shelf registration statement on Form S-3, File No. 333-238324, including a base prospectus
(the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities, including
the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including
all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at
the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act.


 


“Regulation
M” shall have the meaning ascribed to such term in Section 3.1(w).


 






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“Regulation
S-T” means the general rules and regulations for electronic filings as defined by 17 CFR 232.


 


“Road
Show” means a road show as defined in Rule 433 under the Securities Act relating to the offering of the Securities contemplated
hereby that is a “written communication” (as defined in Rule 405 under the Securities Act).


 


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


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Sanctioned
Countries” shall have the meaning ascribed to such term in Section 3.1(zz)(i)(B).


 


“Sanctions”
shall have the meaning ascribed to such term in Section 3.1(zz)(i)(A).


 


“Sarbanes-Oxley
Act” shall have the meaning ascribed to such term in Section 3.1(q).


 


“SEC
Reports” means all reports, schedules, forms, statements and other documents filed by the Company under the Securities
Act and the Exchange Act for the two years preceding the date hereof.


 


“Securities”
means the Shares, the Warrants and the Warrant Shares.


 


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


 


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


 


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


 


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


 


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


 






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“Technical
Reports” means, collectively, (i) the preliminary economic assessment titled “Amended Preliminary Economic Assessment
of the Lost Creek Property, Sweetwater County, Wyoming” dated February 8, 2016 and (ii) the preliminary economic assessment
titled “Preliminary Economic Assessment Shirley Basin Uranium Project Carbon County, Wyoming” dated January 27, 2015.


 


“Time
of Sale Prospectus” means the Base Prospectus, as amended or supplemented immediately prior to execution of this Agreement,
together with the free writing prospectuses, if any, identified on Schedule A-1 hereto and the pricing information set forth
herein.


 


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


 


“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on
the date in question: the NYSE American, the Toronto Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrants and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer
Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company, with a mailing address of
250 Royall Street, Canton, Massachusetts 02021 and a facsimile number of (781) 575-2916, and any successor transfer agent of the
Company.


 


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


 


“Warrant
Shares” means the Common Shares issuable upon exercise of the Warrants.


 


“Warrants”
means the Common Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, in the form of Exhibit A attached hereto.


 


ARTICLE II.

PURCHASE AND SALE; EXCHANGE


 


2.1          
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees
to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $4,680,000 of Shares and associated
Warrants. The Company shall deliver to each Purchaser its respective Shares and associated Warrants as determined pursuant to Section 2.2(a),
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur
at the offices of Cooley or such other location as the parties shall mutually agree. Settlement of the Warrants shall occur by
delivery by the Company to the Placement Agent of a physical Warrant certificate for each Purchaser and the Placement Agent shall
promptly deliver such Warrant certificate to the applicable Purchaser. Unless otherwise directed by the Placement Agent, settlement
of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the
Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly
to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly
electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its
clearing firm) by wire transfer to the Company).


 






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2.2         
Deliveries.


 


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


 


(i)             
this Agreement duly executed by the Company;


 


(ii)            
a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent;


 


(iii)           
subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s
wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;


 


(iv)           
subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing
the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system
(“DWAC”) the Shares equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price;


 


(v)             
a Warrant certificate registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 50%
of such Purchaser’s Shares, with an exercise price per share equal to $0.75, subject to adjustment therein;


 


(vi)            
the Time of Sale Prospectus and Prospectus (which may be delivered in accordance with Rule 172 under the Securities
Act).


 


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


 


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


 


(ii)             
such Purchaser’s Subscription Amount, which shall be made available for DVP settlement with the Company.


 






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2.3         
Closing Conditions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1             
Representations and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus
(including the documents included or incorporated by reference therein), the Company represents and warrants to, and agrees with
the Agent that as of the date of this Agreement and as of each Applicable Time (as defined below), unless such representation,
warranty or agreement specifies a different date or time:


 


(a)         
Compliance with Registration Requirements. The Registration Statement has become effective under the Securities Act.
The Company has complied, to the Commission’s satisfaction, 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. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual
Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with
the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The documents incorporated
or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the
time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied
and will comply in all material respects with the requirements of the Exchange Act. The Company is a reporting issuer in British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island, and Newfoundland & Labrador,
and to the knowledge of the Company is in good standing under applicable laws and regulations in those jurisdictions and the rules
and policies of the TSX (collectively, “Canadian Securities Laws”); is not in default in any material respect
of any requirement of Canadian Securities Laws and is not included in a list of defaulting reporting issuers maintained by the
applicable securities regulators in Canada. Without limiting the foregoing, to the knowledge of the Company, the Company is in
compliance at the date hereof with its obligations to make timely disclosure of all material changes to its business.


 


(b)          
Disclosure. The Base Prospectus and the Prospectus when filed complied in all material respects with the Securities
Act and, if filed by electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T
under the Securities Act) to the copy thereof delivered to the Placement Agent for use in connection with the offer and sale of
the Securities. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective
and at all subsequent times, complied and will comply in all material respects with 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 execution of this Agreement, the Time of Sale Prospectus did not, and at
the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, 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 Prospectus, as of its date and (as then amended
or supplemented) at all subsequent times, 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 the 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 any amendments or
supplements thereto, made in reliance upon and in conformity with written information relating to the Placement Agent furnished
to the Company in writing by the Placement Agent expressly for use therein. 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.


 






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(c)         
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
of the Securities 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 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 at all
subsequent times through the completion of the public offer and sale of the Securities did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus
and not superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule A-1, and electronic
road shows, if any, furnished to the Placement Agent before first use, the Company has not prepared, used or referred to, and will
not, without the Placement Agent’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, 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.


 


(d)         
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time
the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met the then applicable requirements
for the use of Form S-3 under the Securities Act, including General Instruction I.B.1 of Form S-3. The Company is not a shell company
(as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and
if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of
Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.


 


(e)          
Distribution of Offering Material By the Company. Prior to the Closing Date, the Company has not distributed and
will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration
Statement, the Time of Sale Prospectus, the Prospectus, and the free writing prospectuses, if any, identified on Schedule A-1
hereto.


 






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(f)         
Financial Information. The consolidated financial statements of the Company included or incorporated by reference
in the Registration Statement, the Time of Sale Prospectus, and the Prospectus, if any, together 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 results of operations, cash flows and changes in stockholders’ equity of the
Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent
basis during the periods involved; there are no financial statements (historical or pro forma) that are required to be included
or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, and the Prospectus that are not included
or incorporated by reference as required; the Company and the Subsidiaries (as defined below) 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, and the Prospectus; and all disclosures contained or incorporated
by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus 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) comply
with 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, and the Prospectus 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 and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated
by reference in the Registration Statement, the Time of Sale Prospectus, and the Prospectus fairly presents the information called
for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.


 


(g)         
Conformity with EDGAR Filing. The Prospectus delivered to the Placement Agent for use in connection with the sale
of the Securities pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the
Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.


 






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(h)          
Organization. The Company and each of its subsidiaries (as defined in Rule 405 under the Securities Act) (“Subsidiaries”)
are duly organized, validly existing as a corporation and in good standing under the Laws of their respective jurisdictions of
organization. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction
of business and in good standing under the Laws of each other jurisdiction in which their respective ownership or lease of property
or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority
necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, 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, have a material adverse effect or would reasonably be expected
to have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial
or otherwise), prospects, stockholders’ 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”).


 


(i)            
Subsidiaries. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
the Company owns, directly or indirectly, all of the equity interests 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. Except as set forth or incorporated by reference
in the Registration Statement, the Time of Sale Prospectus and the Prospectus, 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.


 


(j)          
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter
or by-laws or 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 its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company
or any of its Subsidiaries are subject; or (iii) in violation of any Law of any Governmental Authority, except, in the case
of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have
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 its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse
Effect.


 






    	 	13	 



     


    

 


(k)          
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 and the free writing prospectuses, if any (including any document deemed
incorporated by reference therein), there has not been (i) any Material Adverse Effect or the occurrence of any development that
the Company reasonably expects will result in a Material Adverse Effect, (ii) any transaction which 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, which 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 of its Subsidiaries or
(v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other
than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus
(including any document deemed incorporated by reference therein).


 


(l)          
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully
paid and nonassessable and, other than as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus,
are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and
outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other
than the grant of additional options or other awards under the Company’s equity incentive plans, or changes in the number
of outstanding Common Shares of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable
for, or convertible into, Common Shares outstanding on the date hereof) and such authorized capital stock conforms to the description
thereof set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the securities
of the Company in the Registration Statement, the Time of Sale Prospectus and the Prospectus is complete and accurate in all material
respects. Except as disclosed in or contemplated by the Registration Statement, the Time of Sale Prospectus or the Prospectus,
as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to
subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue
or sell, any shares of capital stock or other securities.


 


(m)        
Authorization; Enforceability. The Company has the corporate power and authority to enter into this Agreement and
the Warrants and to perform the transactions contemplated hereby. This Agreement and the Warrants have been duly authorized, executed
and delivered by the Company and are legal, valid and binding agreements of the Company enforceable in accordance with their 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, and by public policy limitations relating to indemnification
and similar matters.


 






    	 	14	 



     


    

 


(n)          
Authorization of the Securities. The Securities have been duly authorized for issuance and sale pursuant to this
Agreement. The Shares 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, and will
be registered pursuant to Section 12 of the Exchange Act. The Warrants
have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements
of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of
creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon
exercise of the Warrants. The Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance therewith,
will be validly issued, fully paid and nonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights,
rights of first refusal or other similar rights to subscribe for or purchase the Warrant Shares. The Securities, when issued,
will conform to the description thereof set forth in or incorporated into the Registration Statement, the Time of Sale Prospectus
and the Prospectus.


 


(o)         
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 Warrants, the issuance
and sale by the Company of the Securities, or the consummation by the Company of the transactions contemplated pursuant to the
Warrants, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under
applicable state securities Laws or Laws of the Financial Industry Regulatory Authority Inc. (“FINRA”) or the
NYSE American in connection with the sale of the Securities.


 


(p)         
No Preferential Rights. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
(i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (in this paragraph
(p), a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any
Common Shares or other securities of the Company other than pursuant to awards made in the ordinary course of business under the
Company’s equity incentive plans, (ii) no Person has any preemptive 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 other securities of the Company, (iii)  no Person has the right to act as an underwriter or as a financial
advisor to the Company in connection with the offer and sale of the Securities, and (iv) no Person has the right, contractual
or otherwise, to require the Company to register under the Securities Act any Common Shares or other securities of the Company,
or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as
a result of the filing or effectiveness of the Registration Statement or the sale of the Securities as contemplated thereby or
otherwise.


 






    	 	15	 



     


    

 


(q)         
Independent Public Accounting Firm. The Accountant, whose report on the consolidated financial statements of the
Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission
and incorporated by reference into the Registration Statement and the Prospectus, are and, during the periods covered by their
report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting
Oversight Board (United States). To the Company’s knowledge, the Accountant 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. The Accountant
is considered an independent accountant as required under Canadian Securities Laws and there has never been a reportable disagreement
(within the meaning of National Instrument 51-102 – Continuous Disclosure) with the present or former auditors of
the Company. The Company’s audit committee is comprised and operates in accordance with the requirements of National Instrument
52-110 – Audit Committees, each member of which is “independent” within the meaning of such instrument.


 


(r)          
Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Time
of Sale Prospectus and Prospectus are legal, valid and binding obligations of the Company enforceable in accordance with their
respective terms, except (i) 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 (ii) to the extent that the
indemnification provisions of certain agreements may be limited by federal or state securities Laws or public policy considerations
in respect thereof; and (iii) for any unenforceability that, individually or in the aggregate, would not have a Material Adverse
Effect.


 


(s)          
No Litigation. Except as set forth in the Registration Statement, Time of Sale Prospectus or the Prospectus, there
are no actions, suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s knowledge, any
audits or investigations by or before any Governmental Authority, to which the Company or a Subsidiary is a party or to which any
property of the Company or any of its Subsidiaries is the subject that, individually or in the aggregate, would have 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; and (i) there are no current or pending audits, investigations,
actions, suits or proceedings by or before any Governmental Authority that are required under the Securities Act to be described
in the Time of Sale Prospectus or Prospectus that are not so described; and (ii) there are no contracts or other documents
that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.


 


(t)          
Consents and Permits. The Company and each Subsidiary possess such valid and current certificates, authorizations
or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective
businesses, and neither the Company nor any Subsidiary has received, or has any reason to believe that it will receive, any notice
of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse
Effect.


 






    	 	16	 



     


    

 


(u)         
Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic 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, have a
Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i)
there are no rights of third parties to any such Intellectual Property owned by the Company and its 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 Company’s and its Subsidiaries’ rights
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 and its Subsidiaries infringe or otherwise violate
any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there
is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as
defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement,
the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries
have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such
Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any
such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually
or in the aggregate, result in a Material Adverse Effect.


 


(v)         
No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness
for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have
a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the
filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment
on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or
more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.


 


(w)         
Certain Market Activities. Neither the Company nor any of its Subsidiaries has taken, directly or indirectly, any
action designed to or that might cause or result in stabilization or manipulation of the price of the Securities or of any “reference
security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect
to the Securities, whether to facilitate the sale or resale of the Securities or otherwise, and has taken no action which would
directly or indirectly violate Regulation M.


 






    	 	17	 



     


    

 


(x)          
Broker/Dealer Relationships. Neither the Company nor any of the 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).


 


(y)         
No Reliance. The Company has not relied upon the Placement Agent or legal counsel for the Placement Agent for any
legal, tax or accounting advice in connection with the offering and sale of the Securities.


 


(z)          
Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which
have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become
due and are not being contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect.
Except as otherwise disclosed in or contemplated by the Registration Statement, the Time of Sale Prospectus or the Prospectus,
no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually
or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency,
penalty or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.


 


(aa)       
Title to Real and Personal Property Other than Mining Claims. Except as set forth in the Registration Statement,
the Time of Sale Prospectus or the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to
all items of real property owned by them, other than Mining Claims (as defined below), good and valid title to all personal property
described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material
to the businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except
those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and
any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal
property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company
and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially
interfere with the use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not
be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company
and its Subsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such
properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus
or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in
any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise
have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice
of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of
no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in
any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise
have a Material Adverse Effect, individually or in the aggregate.


 






    	 	18	 



     


    

 


(bb)        
Material Properties. The Material Properties are the only material properties in which the Company or any of the
Subsidiaries has an interest; the Company and each of the Subsidiaries holds Mining Rights in respect of the minerals located on
the Material Properties in which the Company or any of the Subsidiaries has an interest under valid, subsisting and enforceable
title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company or any of the Subsidiaries
to explore for and exploit the minerals relating thereto; the Company and each of the Subsidiaries has all necessary surface rights,
access rights and other necessary rights and interests relating to the Material Properties in which the Company or any of the Subsidiaries
has an interest granting the Company or any of the Subsidiaries the right and ability to explore for and exploit minerals and metals
for development purposes as are appropriate in view of the rights and interest therein of the Company and the Subsidiaries, as
applicable, with only such exceptions as do not materially interfere with the use made by the Company or any of the Subsidiaries
of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments
and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company
or a Subsidiary, except where the invalidity of any of the applicable property interests would not have a Material Adverse Effect
(and provided that nothing in this Agreement shall be deemed a representation (a) that any of the Material Properties contains
a discovery of valuable minerals, (b) as to the validity of any of the Material Properties comprising unpatented millsites,
or (c) that the Company or any subsidiary has established or is maintaining pedis possessio rights with respect to
any of their unpatented mining claims).


 


(cc)        
Mining Rights.  The Mining Rights of the Company in respect of the Material Properties are in good standing,
are valid, subsisting and enforceable, other than as set out in the Registration Statement, the Time of Sale Prospectus and the
Prospectus, except where the invalidity of any of the applicable Mining Rights would not have a Material Adverse Effect (and provided
that nothing in this Agreement shall be deemed a representation (a) that any of the Mining Rights contains a discovery of
valuable minerals, (b) as to the validity of any of Mining Rights comprising unpatented millsites, or (c) that the Company
or any subsidiary has established or is maintaining pedis possessio rights with respect to any of the Mining Rights), and,
other than as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are free and clear of any
material Liens or charges.  Other than as set out in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
no material commission, royalty, license fee or similar payment is payable in respect of any of them. No other material property
rights are necessary for the conduct of the Company’s business as currently carried on as of the date hereof; and there are
no material restrictions on the ability of the Company to use, transfer or otherwise exploit any such property rights. The Company
is the holder of Mining Rights necessary to carry on the activities of the Company as currently conducted. Mining Rights held by
the Company cover the areas required by the Company for such purposes.


 






    	 	19	 



     


    

 


(dd)        
Mining Agreements. Any and all of the agreements and other documents and instruments pursuant to which the Company
holds the Material Properties are valid and subsisting agreements, documents or instruments in full force and effect, enforceable
in accordance with the terms thereof, the Company is not in default of any of the material provisions of any such agreements, documents
or instruments, nor to the knowledge of the Company has any such default been alleged, except in each case as would not reasonably
be expected to have a Material Adverse Effect on the Company, and the Material Properties are not subject to any right of first
refusal or similar purchase or acquisition rights.


 


(ee)        
Access to Technical Information. The Company made available to the respective authors thereof prior to the issuance
of the Technical Reports, for the purpose of preparing the Technical Reports, as applicable, all information requested, and to
the knowledge of the Company, no such information contained any material misrepresentation as at the relevant time the relevant
information was made available; the Company does not have any knowledge of a material adverse change in any production, cost, price,
reserves or other relevant information provided since the dates that such information was so provided.


 


(ff)         
Technical Reports. The Technical Reports complied in all material respects with the requirements of National Instrument
43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the date of each such report;
since the date of preparation of the Technical Reports there has been no change that would disaffirm or change any aspect of the
Technical Reports in any material respect or require the Company to file updated Technical Reports in accordance with NI 43-101.


 


(gg)       
Assessments on Mining Claims. All claim maintenance fees required to be paid in relation to the material unpatented
mining claims and millsites of the Company and the Subsidiaries in order to maintain their respective interests therein, if any,
have been paid to date and the Company and each of the Subsidiaries has complied in all material respects with all applicable governmental
Laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this
regard, except in respect of unpatented mining claims and millsites that the Company or any of the Subsidiaries intends to abandon
or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse
Effect.


 


(hh)        
Mining Operations. All mining operations on the properties of the Company and the Subsidiaries have been conducted
in all material respects in accordance with good mining and engineering practices and all applicable workers’ compensation
and health and safety and workplace laws, regulations and policies have been duly complied with.


 






    	 	20	 



     


    

 



 


(ii)            
Title Reports. The Mining Rights or equivalent thereof described in the Title Reports listed on Schedule B
attached hereto constitute all of the material Mining Rights comprising the Material Properties, and the Title Reports were correct
and complete in all respects on the date they were issued. Other than as otherwise disclosed herein, in the Registration Statement,
the Time of Sale Prospectus and the Prospectus, the Company is not aware of any facts or circumstances, and has not taken any act
or failed or omitted to take any act, that would cause any such Title Report to no longer be correct and complete in all material
respects.


 


(jj)             
Indigenous Rights. There are no material claims with respect to aboriginal or indigenous rights currently outstanding
or, to the knowledge of the Company, threatened or pending, with respect to the Material Properties.


 


(kk)           
Environmental Laws. Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus,
the Company and its Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign Laws
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits,
licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described
in the Registration Statement, the Time of Sale Prospectus or the Prospectus; and (iii) have not received notice of any actual
or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes,
pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure
to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate, have a Material
Adverse Effect.


 


(ll)             
Periodic Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts
a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its 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 could be expected, individually or in the aggregate, to
have a Material Adverse Effect.


 






    	 	21	 



     


    

 


(mm)        
Disclosure Controls. The Company and each of its 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
generally accepted accounting principles 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 is effective and the Company is not aware of any material weaknesses in its internal
control over financial reporting (other than as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus).
Since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in
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 (other than as set forth in the Registration Statement, the
Time of Sale Prospectus or the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information
relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities,
particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the
case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s
disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most
recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year
most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation
Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of
Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect
the Company’s internal controls.


 


(nn)          
Sarbanes-Oxley. There is and has been no failure on the part of the Company or any of the Company’s directors
or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer
of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company
as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports,
schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission. For purposes
of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the
meanings given to such terms in the Sarbanes-Oxley Act.


 


(oo)          
Brokers. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,
brokerage commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist
with respect to or pursuant to this Agreement.


 






    	 	22	 



     


    

 


(pp)          
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists
or, to the knowledge of the Company, is threatened which would result in a Material Adverse Effect.


 


(qq)          
Investment Company Act. Neither the Company nor any of the Subsidiaries is, or will be, either after receipt of payment
for the Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration
Statement, the Time of Sale Prospectus or the Prospectus , required to register as an “investment company” or an entity
“controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940
(the “Investment Company Act”).


 


(rr)            
Operations. The operations of the Company and its 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 its Subsidiaries are 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 no 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 is pending or, to the knowledge of the Company, threatened.


 


(ss)           
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among
the Company, and/or any of its affiliates and any unconsolidated entity, including any structural finance, special purpose or limited
purpose entity (each, an “Off-Balance Sheet Transaction”) that could 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 Prospectus which have not been
described as required.


 


(tt)            
ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974 (“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 any of its 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 (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.


 






    	 	23	 



     


    

 


(uu)          
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 or the Prospectus (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.


 


(vv)          
Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof
by the Company as described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus 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.


 


(ww)      
Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering
such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and
as is customary for similarly-sized companies engaged in similar businesses in similar industries.


 


(xx)          
No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor to the knowledge of the Company, any
director, officer, or employee of the Company or any Subsidiary or any agent, affiliate or other person, in each case acting on
behalf of the Company or any Subsidiary 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, 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 Prospectus; (ii) no
relationship, direct or indirect, exists between or among the Company or any Subsidiary or any affiliate of any of them, on the
one hand, and the directors, officers and stockholders of the Company or any Subsidiary, on the other hand, that is required by
the Securities Act to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus that is not so
described; (iii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary or any affiliate
of them, on the one hand, and the directors, officers, or stockholders of the Company or any Subsidiary, on the other hand, that
is required by the rules of FINRA to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus
that is not so described; (iv) except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or any Subsidiary 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; and (v)
the Company has not offered, or caused any placement agent to offer, Common Shares to any person with the intent to influence unlawfully
(A) a customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s level or type
of business with the Company or any Subsidiary or (B) a trade journalist or publication to write or publish favorable information
about the Company or any Subsidiary or any of their respective products or services, and, (vi) neither the Company nor any Subsidiary
nor, to the Company’s knowledge, any director, officer or employee of the Company or any agent, affiliate or other person
acting on behalf of the Company or any Subsidiary 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 Subsidiary or received or retained any funds in violation of any Anti-Corruption Laws.


 






    	 	24	 



     


    

 


(yy)          
No Conflicts. Neither the execution of this Agreement or the Warrants, nor the issuance, offering or sale of the
Securities or Warrant Shares, nor the consummation of any of the transactions contemplated herein and therein, nor 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
(i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches and defaults that would not
have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of the organizational or governing
documents of the Company, or (y) in 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.


 


(zz)           
Sanctions.


 


(i)                
The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”)
or any director, officer, employee, or to the Company’s knowledge, any agent, affiliate or representative of the Entity,
is a government, individual, or entity (a “Person”) that is, or is owned or controlled by a Person that is:


 






    	 	25	 



     


    

 


(A)  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, the Office of the Superintendent of Financial
Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada), or other relevant sanctions authorities,
including designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions
Evaders List (as amended, collectively, “Sanctions”), nor


 


(B)  located,
organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country
or territory (including Cuba, Iran, North Korea, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”).


 


(ii)              
The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of 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).


 


(iii)             
The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for
the past 5 years, it has not engaged in, is not now engaging in, and will 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 or was the subject of Sanctions or is
or was a Sanctioned Country.


 


(aaa)       
 Compliance with Laws. The Company and each of its Subsidiaries are in compliance with all applicable Laws (including
all Environmental Laws) in the jurisdictions in which it carries on business; the Company has not 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 is not aware of any pending change or contemplated change to any applicable Law or governmental position, in each case
that would materially adversely affect the business of the Company or the business or legal environment under which the Company
operates.


 


(bbb)        
Statistical and Market-Related Data. All statistical, demographic and market-related data included in the Registration
Statement, the Time of Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes to be reliable
and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 


(ccc)         
Stock Exchange Listing. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and
are listed on the NYSE American (the “NYSE American”) and the Toronto Stock Exchange (“TSX”),
and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of Common Shares
under the Exchange Act or delisting the Common Shares from the NYSE American or the TSX, nor has the Company received any notification
that the Commission, the NYSE American or the TSX is contemplating terminating such registration or listing. To the Company’s
knowledge, it is in material compliance with all applicable listing requirements of NYSE American and the TSX.


 






    	 	26	 



     


    

 


(ddd)        
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
or the Prospectus that have not been described as required.


 


(eee)         
FINRA Matters. All of the information provided to the Placement Agent or to counsel for the Placement Agent by the
Company, its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities
of the Company in connection with the offering of the Securities is true, complete, correct and compliant with FINRA’s rules
and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA rules is true, complete and correct.


 


(fff)          
Parties to Lock-Up Agreements. The Company has furnished to the Placement Agent a lock-up agreement in the form attached
hereto as Exhibit B (the “Lock-up Agreement”) from each of the persons listed on Exhibit C.
Such Exhibit C lists under an appropriate caption the directors and officers of the Company. If any additional persons
shall become directors or officers of the Company prior to the end of the Lock-up Period (as defined in the Lock-Up Agreement),
the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or officer
of the Company, to execute and deliver to the Placement Agent a Lock-up Agreement.


 


(ggg)        
No Rights to Purchase Preferred Stock. The issuance and sale of the Shares as contemplated hereby will not cause
any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options,
warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares
of preferred stock of the Company.


 


(hhh)       
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 or the Prospectus , 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, in each case except as would not result in a Material
Adverse Effect.


 


(iii)            
Dividend Restrictions. No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying
dividends to the Company, or from making any other distribution with respect to such subsidiary’s equity securities or from
repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due under any loans
or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary.


 






    	 	27	 



     


    

 


Any certificate signed
by any officer of the Company or any of its subsidiaries and delivered to any Placement Agent or to counsel for the Placement Agent
in connection with the offering, or the purchase and sale, of the Securities shall be deemed a representation and warranty by the
Company to each Placement Agent as to the matters covered thereby.


 


The Company has a reasonable
basis for making each of the representations set forth in this Section 3.1. The Company acknowledges that the Placement
Agent and, for purposes of the opinions to be delivered, Company Counsel and Cooley, will rely upon the accuracy and truthfulness
of the foregoing representations and hereby consents to such reliance.


 


3.2             
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby
represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date
therein, in which case they shall be accurate as of such date):


 


(a)              
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed,
validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation with full right, corporate,
partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of
the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have
been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered
by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser,
enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law.


 


(b)              
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account
and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant
to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is
acquiring the Securities hereunder in the ordinary course of its business.


 






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(c)              
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof
it is, and on the Closing Date and on each date on which it exercises any Warrants, it will be an “accredited investor”
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d)              
Canadian Private Placement. Purchaser acknowledges that the Securities have not been registered or qualified
for distribution in any Province or Territory of Canada, and are not eligible for resale in Canada for a period ending four (4)
months plus one day from the Closing Date (the “Canadian Transfer Restriction”). The Purchaser is acquiring
the Securities for its own account and not with a view toward, or for sale in connection with, any distribution thereof, or with
any intention of distributing or selling the Securities in any Province or Territory of Canada.


 


(e)              
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks
of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is
able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of
such investment.


 


(f)               
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction
Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to
ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient
to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company
possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with
respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement
Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice
necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the
quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the
Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser,
neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.


 


(g)              
Report of Trade. The Purchaser acknowledges that the Company may be required to file a report with the Canadian
securities commissions or other securities regulatory authorities containing personal information about the Purchaser. This report
will include the full name, address and telephone number of the Purchaser, the number and type of securities purchased, the total
purchase price paid for the securities, the date of the closing and the exemption relied upon under applicable securities laws
to complete such purchase.


 






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(h)              
Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus
for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province
or Territory of Canada. Any certificate representing the Shares, the Warrants and the Warrant Shares (if issued prior to the day
that is four months and one day after the Closing Date) will bear, or if such Shares, Warrants and Warrant Shares are entered into
a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject
to, the legend set forth below until the day that is four months and a one day after the Closing Date:


 


UNLESS PERMITTED
UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE DECEMBER 1, 2020.


 


In addition,
the certificates representing the Shares, and if issued before the day that is four months and one day after the Closing Date,
the Warrant Shares, will bear the following legend:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT
BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING
SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.


 


Notwithstanding
anything herein to the contrary, the terms of this Agreement and the Warrant require the Company to deliver the Shares and Warrant
Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Securities will have no restrictions
on resale on any facilities of the U.S. Trading Market.


 


(i)                
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder,
such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or
indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing
as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing
the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution
hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth
above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s
representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents
and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, locating of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.


 






    	 	30	 



     


    





 


(j)                General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


 


The Company acknowledges
and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transactions contemplated hereby.


 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1          Transfer Restrictions.


 


(a)               The
Shares and Warrant Shares shall be issued free of all legends except that of the Canadian legend referred to in Section 3.2(h)
if applicable. The Securities may only be disposed of in compliance with state and federal securities Laws.


 


(b)              
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell
any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold
in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from
certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance
upon this understanding.


 






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4.2          Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release
disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including
the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after
the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the
other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with
respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor
otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser,
or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities
law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure
is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such
disclosure permitted under this clause (b).


 


4.3          Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company,
any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in
effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or
arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company
and the Purchasers.


 


4.4          Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, which shall be disclosed pursuant to Section 4.2, the Company covenants and agrees that
neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information
that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser
shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The
Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s
consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company,
any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company,
any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis
of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that
any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the
Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


 






    	 	32	 



     


    

 


4.5          Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working
capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other
than payment of trade payables in the ordinary course of the Company’s business and prior practices and scheduled payment
of indebtedness disclosed in the SEC Reports), (b) for the redemption of any Common Shares or Common Share Equivalents, (c) for
the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.


 


4.6          Indemnification of Purchasers. Subject to the provisions of this Section 4.6, the Company will
indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),
each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling
persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’
fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach
of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction
Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates,
by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties
or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect
of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the
Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed
after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable
opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser
Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of
the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents. The indemnification required by this Section 4.6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any
liabilities the Company may be subject to pursuant to law.


 


4.7          Reservation of Common Shares. As of the date hereof, the Company has reserved and the Company shall continue
to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of
enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.


 






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4.8          Listing of Common Shares. The Company hereby agrees to use commercially reasonable best efforts to maintain
the listing or quotation of the Common Shares on the Trading Markets on which it is currently listed, and concurrently with the
Closing, the Company shall apply to list or quote all of the Shares and the Warrant Shares on such Trading Markets and promptly
use commercially reasonable best efforts to secure the listing of all of the Shares and the Warrant Shares on such Trading Markets.
The Company further agrees, if the Company applies to have the Common Shares traded on any other Trading Market, it will then include
in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares
and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all
action reasonably necessary to continue the listing and trading of its Common Shares on a Trading Market and will comply in all
material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.
The Company agrees to maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust Company
or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company
or such other established clearing corporation in connection with such electronic transfer.


 


4.9         
Subsequent Equity Sales.


 


(a)              
From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any Common Shares or Common Share Equivalents.


 


(b)               Notwithstanding
the foregoing, this Section 4.9 shall not apply in respect of an Exempt Issuance.


 


4.10        Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents
unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this
provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and
is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in
concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 






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4.11        Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.2. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until
such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press
release as described in Section 4.2, such Purchaser will maintain the confidentiality of the existence and terms of
this transaction. Notwithstanding the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.2, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities
of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this
Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2 and (iii) no
Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries
after the issuance of the initial press release as described in Section 4.2. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement.


 


4.12        Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures
required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall
be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form
be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares
in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.13        Resale Restrictions. Each Purchaser covenants and agrees that it will not, during the period ending on the
date that is four (4) months plus one (1) day after the Closing Date, sell or otherwise effect a trade of any of the Shares or
Warrants held by such Purchaser, or any Warrant Shares issued to such Purchaser upon exercise of Warrants, to any person resident
in Canada or any person acquiring such Shares or Warrants or Warrant Shares for the benefit of another person resident in Canada,
other than in a transaction made in compliance with the prospectus and registration requirements of applicable Canadian securities
laws or which otherwise is made in reliance on any available exemptions therefrom. Notwithstanding anything herein to the contrary,
a sale of Shares or Warrant Shares through the facilities of any U.S. Trading Market shall be deemed to be in compliance with this
Section 4.13.


 






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ARTICLE V.

MISCELLANEOUS


 


5.1          Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, if the Closing has not been consummated on or before August 31, 2020; provided, however, that no such
termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2          Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter
delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers.


 


5.3          Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Time of
Sale Prospectus and the Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.


 


5.4          Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature
pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of
transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email
address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York
City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice
provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form
8-K.


 


5.5          Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except
in a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least a majority
in interest of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately
and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group
of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely
affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall
require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with
this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.


 






    	 	36	 



     


    

 


5.6          Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof.


 


5.7          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement
to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers”.


 


5.8          No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations
and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.6
and this Section 5.8.


 


5.9          Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the
Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action
or Proceeding is improper or is an inconvenient venue for such action or Proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party
shall commence an action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company under Section 4.6, the prevailing party in such action or Proceeding shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or Proceeding.


 


5.10        Survival. The representations and warranties contained herein shall survive the Closing and the delivery of
the Securities for the applicable statute of limitations.


 






    	 	37	 



     


    

 


5.11        Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 


5.12        Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13        Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting
any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or
option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company,
any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided,
however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return
any Common Shares subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate
exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant
to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 






    	 	38	 



     


    

 


5.14        Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof
(in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.


 


5.15        Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including
recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents.
The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any Proceeding for specific performance of
any such obligation the defense that a remedy at law would be adequate.


 


5.16        Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to
any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had
not occurred.


 


5.17        Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any
Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible
in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be
deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including,
without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented
by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, each Purchaser and its respective counsel have chosen to communicate with the Company through Cooley. Cooley does not represent
any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same
terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any
of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between
and among the Purchasers.


 






    	 	39	 



     


    

 


5.18        Liquidated Damages. The Company’s obligations to pay any amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid amounts have been paid notwithstanding the fact
that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have
been canceled.


 


5.19        Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.


 


5.20        Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an
opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and Common Shares in any Transaction Document shall be subject to
adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common
Shares that occur after the date of this Agreement.


 


5.21        WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST
ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages Follow)


 









    	 	40	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	Ur-Energy Inc. 	 	Address for Notice:
	 	 	 
	By:	 	 	Telephone:
	 	 Name:	 	Fax:
	 	 Title:	 	 




 


With a copy to (which shall not constitute notice):


 


Telephone:


Email:    





 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]





 






    


     


    

 




[PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name of Purchaser: ________________________________________________________


 


Signature of Authorized Signatory of
Purchaser: _________________________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


Email Address of Authorized Signatory:_________________________________________


 


Facsimile Number of Authorized Signatory: __________________________________________


 


Address for Notice to Purchaser:


 


 


Address for Delivery of Warrants to Purchaser (if not same as
address for notice):


 


 


DWAC for Shares:


 


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrants: _________________


 


 


EIN Number: _______________________


 


 


[SIGNATURE PAGES CONTINUE]