Exhibit 1.1

i-80 Gold Corp.

320,000,000 Units

Underwriting Agreement

May 13, 2025

National Bank Financial Inc.

As Representative of the several Underwriters named in Schedule II hereto

c/o National Bank Financial Inc.

130 King Street West, 8th Floor

Toronto, Ontario M5X 1J9

Ladies and Gentlemen:

i-80 Gold Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom National Bank Financial Inc. (the “Representative”) is acting as representative, and the Underwriters agree to purchase on a several basis an aggregate of 320,000,000 units of the Company (the “Firm Units”), at a price of US$0.50 per Firm Unit (the “Issue Price”) for aggregate gross proceeds of US$160,000,000 on a “bought deal” basis or alternatively to arrange, as agents for substituted purchasers (the “Substituted Purchasers”) in the Canadian Qualifying Jurisdictions and in the United States to purchase from the Company. Each Firm Unit shall consist of one common share of the Company (each, a “Firm Share,” and collectively, the “Firm Shares”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Firm Warrant,” and collectively, the “Firm Warrants”), with each Firm Warrant exercisable for one common share of the Company. For greater certainty, the obligation of the Underwriters to purchase the Firm Units shall be reduced by an amount equal to the number of Firm Units purchased by any Substituted Purchasers. The Company also proposes to grant to the Underwriters an option (the “Over-Allotment Option”) to purchase, or arrange for Substituted Purchasers to purchase, up to an additional 25,760,000 units of the Company (each, an “Additional Unit,” and collectively, the “Additional Units”) at a price per Additional Unit equal to the Issue Price, for the purpose of covering the Underwriters’ over-allocation position and for market stabilization purposes, for aggregate gross proceeds of up to US$12,880,000, assuming the full exercise of the Over-Allotment Option. The Over-Allotment Option shall be exercisable, in whole, at any time, or in parts and from time to time for up to 30 days after the Closing Date. Each Additional Unit shall consist of one common share of the Company (each, an “Additional Share,” and collectively, the “Additional Shares”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, an “Additional Warrant,” and collectively, the “Additional Warrants”), with each Additional Warrant exercisable for one common share of the Company. The Underwriters can elect to exercise the Over-Allotment Option in respect of (i) Additional Units at the Issue Price; or (ii) Additional Shares at a price of US$0.46 per Additional Share; or (iii) Additional Warrants at a price of US$0.08 per Additional Warrant; or (iv) any combination of Additional Units, Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may be issued under the Over-Allotment Option does not exceed 25,760,000 Additional Shares and 12,880,000 Additional Warrants.

The Additional Units, Additional Shares and Additional Warrants are collectively referred to herein as the “Additional Securities.” Unless the context otherwise requires or unless otherwise specifically stated, all references in this Agreement to (i) the “Offering” (as relates to the offering contemplated under this Agreement) shall be deemed to include the Over-Allotment Option, (ii) the “Offered Units” shall mean, collectively, the Firm Units and the Additional Units (iii) the “Shares” shall mean, collectively, the Firm Shares and the Additional Shares and (iv) the “Warrants” shall mean, collectively, the Firm Warrants and the Additional Warrants.

The Warrants shall be issued in accordance with a warrant indenture (the “Warrant Indenture”) to be dated as of the Closing Date between the Company and TSX Trust Company, in its capacity as warrant agent thereunder (the “Warrant Agent”). Each Warrant will entitle the holder thereof to acquire one common share of the Company (each a “Warrant Share,” and collectively, the “Warrant Shares”) at a price of US$0.70 per Warrant Share, subject to adjustment in accordance with the terms of the Warrant Indenture, for a period of 30 months from the Closing Date.

The Company and the Underwriters acknowledge and understand that concurrently with the Offering, the Company intends to complete a concurrent private placement offering (the “Concurrent Private Placement”) of up to 22,240,000 units of the Company (the “Private Placement Units”) at the Issue Price per Private Placement Unit for aggregate gross proceeds of up to US$11,120,000 with certain directors, officers and select individual shareholders of the Company (each a “Placement Investor”). The Company will enter into a subscription agreement with each Placement Investor setting out the detailed terms of the Concurrent Private Placement. Each Private Placement Unit is comprised of one Common Share and one-half of one Warrants which is expected to have the same terms as the Warrants issued under the Offering. The Company anticipates using the net proceeds of the Concurrent Private Placement for working capital and general corporate purposes.

The Company hereby confirms as follows its agreement with the Underwriters:

(a) The Company has prepared and filed with the SEC, a shelf registration statement on Form S-3 (File No. 333-286531), including a base prospectus (the “U.S. Base Prospectus”) to be used in connection with the public offering and sale of the Offered Units. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Units is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. As used herein, the prospectus supplement to the U.S. Base Prospectus relating to the Offered Units filed with the SEC pursuant to Rule 424(b) under the Securities Act, together with the U.S. Base Prospectus, is hereinafter called the “U.S. Final Prospectus.”

(b) The Company prepared and filed with each of the Canadian securities regulatory authorities in each of the provinces and territories of Canada, the Canadian Base Prospectus, in respect of the offer and sale of common shares, warrants, debt securities, subscription receipts and units of the Company (collectively, “Shelf Securities”) in each case in accordance with Canadian Securities Laws. The Ontario Securities Commission (the “Reviewing Authority”) is the principal regulator of the Company under the passport system procedures provided for under Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions in respect of the Shelf Securities and the Offering. The Reviewing Authority has issued a receipt evidencing that a receipt has been issued on behalf of itself and the other Canadian securities regulatory authorities in each of the provinces and territories of Canada for the Canadian Base Prospectus (the “Receipt”).

The term “Canadian Base Prospectus” means the (final) short form base shelf prospectus of the Company for each of the provinces and territories of Canada dated June 21, 2024 relating to the Shelf Securities, as the same may be amended or amended and restated from time to time, and includes all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws.

(c) In addition, the Company will prepare and file on the date hereof, with the Canadian Qualifying Authorities, in accordance with the Shelf Procedures, a prospectus supplement relating to the Offering of the Offered Units, which includes the Shelf Information (the “Canadian Prospectus Supplement,” and, together with the Canadian Base Prospectus (including any documents incorporated by reference therein), the “Canadian Final Prospectus”). The U.S. Final Prospectus and the Canadian Final Prospectus are hereinafter collectively sometimes referred to as the “Prospectuses.”

(d) All references in this Agreement to the Registration Statement, the U.S. Base Prospectus, the U.S. Final Prospectus, the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Final Prospectus shall be deemed to refer to and include the documents incorporated by reference or documents deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the U.S. Base Prospectus, the U.S. Final Prospectus, the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Final Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the U.S. Base Prospectus, the U.S. Final Prospectus, and the Canadian Final Prospectus, as the case may be. Any reference herein to any “amendment” or “supplement” to the Registration Statement, the U.S. Base Prospectus, the U.S. Final Prospectus, the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Final Prospectus shall be deemed to refer to and include (i) the filing of any document with the Canadian Qualifying Authorities or the SEC after the date of such Registration Statement, U.S. Base Prospectus, U.S. Final Prospectus or Canadian Final Prospectus, as the case may be, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the Securities Act or Canadian Securities Laws (defined herein), as applicable, and (ii) any such document so filed.

(e) Certain terms used this Agreement are defined in Section 23 hereof. The use of the neuter in this Agreement shall include the feminine and masculine as the context requires. References to “US$” in this Agreement are to United States dollars.

The Company represents and warrants to each Underwriter, that:

(a) At the time of filing of the Registration Statement and as of the date hereof, the Company met and meets, as the case may be, the general eligibility requirements for use of Form S-3 under the Securities Act. The Registration Statement was declared effective by the SEC on May 7, 2025 and remains effective as of the date hereof. Concurrently, or substantially concurrently, with the execution and delivery of this Agreement, the Company will prepare and file with the SEC the U.S. Final Prospectus.

(b) The Company is qualified in accordance with the Shelf Procedures to file the Canadian Base Prospectus in each of the provinces and territories of Canada and the Canadian Final Prospectus in each of the Canadian Qualifying Jurisdictions, and the entering into of this Agreement will not cause the Receipt to cease to be effective.

(c) Any amendment or supplement to the Prospectuses or the Registration Statement required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable.

(d) Neither the SEC nor any U.S. state regulatory authority has issued any order suspending the Offering of the Offered Units or any other securities of the Company or preventing or suspending the use of the Registration Statement, the U.S. Final Prospectus or any Issuer Free Writing Prospectus, or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the SEC for additional information.

(e) No order suspending the distribution of the Offered Units or any other securities of the Company has been issued by any Canadian Qualifying Authority and no proceedings for that purpose have been initiated or are pending, or to the knowledge of the Company, threatened, and any request made to the Company on the part of any Canadian Qualifying Authority for additional information has been complied with. No order preventing or suspending the use of the Canadian Base Prospectus or the Canadian Final Prospectus has been issued or instituted, or to the knowledge of the Company, threatened by any Canadian Qualifying Authority.

(f) The Company has filed with the SEC a Registration Statement pursuant Section 12 of the Exchange Act (the “Exchange Act Registration Statement”) providing for registration pursuant to Section 12(b) of the Exchange Act, of the common shares of the Company. The Exchange Act Registration Statement became effective prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of terminating the registration of the common shares of the Company under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such registration.

(g) The common shares of the Company are listed and posted for trading on the NYSE American stock exchange (“NYSE American”) and the Toronto Stock Exchange (“TSX”) under the symbols “IAUX” and “IAU,” respectively, and the Company has not taken any action which would be reasonably expected to result in the delisting of the common shares of the Company from the NYSE American or the TSX, nor has the Company received any notification that the NYSE American or the TSX is contemplating terminating such listing or that the Company has not been in the 12 months preceding the date hereof, in compliance with the listing or maintenance requirements of the NYSE American or the TSX. The Company is in compliance in all material respects with all applicable listing requirements of the NYSE American and the TSX. The Company has or will submit the applicable listing application with each of the NYSE American and TSX with respect to the listing of the Shares, the Warrant Shares and the Warrants.

(h) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act, 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 in order to make the statements therein not misleading. The conditions for use of Form S-3, set forth in the General Instructions thereto, and other conditions related to the offer and sale of the Offered Units, have been satisfied.

(i) The U.S. Final Prospectus, at the time it is first filed with the SEC in accordance with Rule 424(b) under the Securities Act and on the Closing Date and on any date on which Additional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), will comply in all material respects with the requirements of the Securities Act, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(j) The Company is eligible to use Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus does not include any information the substance of which conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. Each Issuer Free Writing Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Issuer 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 SEC in accordance with the requirements of the Securities Act. Each Issuer 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 behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act. The Company will not, without the prior consent of the Representative, prepare, use or refer to, any Issuer Free Writing Prospectuses.

(k) The Canadian Base Prospectus complied, as of the time of filing thereof, and all other Canadian Offering Documents as of the time of filing thereof complied or will comply, in all material respects, with the applicable requirements of Canadian Securities Laws. The Canadian Base Prospectus, as of the time of filing thereof, did not, and all other Canadian Offering Documents, as of the time of filing thereof, will not, contain any misrepresentation, as defined under Canadian Securities Laws. The Canadian Base Prospectus, as of the time of filing thereof, constituted, and all other Canadian Offering Documents, as of the time of filing thereof, will constitute, full, true and plain disclosure of all material facts relating to the Offered Units and to the Company. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Offering Documents, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein.

(l) The Company has approved the form of any Marketing Materials and has not provided any other Marketing Materials to any potential investors in connection with the Offering and the only materials so provided by the Company were those as approved between the Company and the Representative, and the Company will not provide any potential investors with any further Marketing Materials except those that comply with Canadian Securities Laws and the versions (or template versions) of which have been approved, filed and delivered in accordance with Canadian Securities Laws.

(m) At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Offered Units and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, without taking account of any determination by the SEC pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an ineligible issuer.

(n) The Company has been duly organized and is validly existing under the laws of its jurisdiction of existence, is in good standing, has the corporate power and authority and is duly qualified and possesses all material certificates, authority, permits and licenses issued by the appropriate provincial, state, municipal, federal regulatory agencies or bodies necessary, including relevant exploration, development and operational permits and concessions (and has not received or is not aware of any modification or revocation to such certificates, authority, permits or licenses, except such modifications or amendments as are necessary for the conduct of its business) to carry on its business as now conducted and to own its properties and assets, except for those certificates, authority, permits and licenses which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect and neither the Company nor any of the Subsidiaries has received a notice of material non-compliance, and does not know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws or regulations.

(o) Other than the Material Subsidiaries, the Company has no investment in any person which could be material to the business and affairs of the Company. The Company is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares of or other voting securities in the Subsidiaries free and clear of all encumbrances, liens, mortgages, hypothecations, security interests and charges (other than as disclosed to the Underwriters in respect of the Lone Tree project or in the Public Disclosure Record), and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company or the Subsidiaries of any of the shares or other securities of the Subsidiaries.

(p) The authorized capital of the Company consists of an unlimited number of common shares, of which, as of the close of business on the date prior to the date hereof 443,358,811 common shares were issued and outstanding as fully paid and non-assessable and 68,217,214 common shares reserved for issuance under restricted share units, deferred share units, options and warrants of the Company, and no person, other than Orion Mine Finance Fund III LP (and its affiliates) or as disclosed in the Public Disclosure Record, has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Company or any other security convertible into or exchangeable for any such shares, or to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital.

(q) (i) Each of the Subsidiaries is existing as a corporation or limited liability company in good standing under the laws of its jurisdiction of incorporation and has the corporate or limited liability company power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and as currently proposed to be conducted and to carry out the provisions hereof; (ii) each of the Subsidiaries, where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; and (iii) no proceedings have been instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation or winding-up of any of the Subsidiaries.

(r) Neither the Company nor any of the Subsidiaries have committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.

(s) None of the Company or any Subsidiary has been served with or otherwise received notice of any legal or governmental proceedings and there are no legal or governmental proceedings (whether or not purportedly on behalf of the Company) pending to which the Company or any Subsidiary is a party or of which any property or assets of the Company or any Subsidiary is the subject which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation by the Company of the transactions contemplated by this Agreement and, to the Company’s knowledge, no such proceedings have been threatened or contemplated by any Governmental Authority or any other parties.

(t) There is not, in the constating documents nor, except as disclosed in the Registration Statement or the Prospectuses, in any Material Agreement, any restriction upon or impediment to, the declaration or payment of cash dividends by the directors of the Company or the payment of cash dividends by the Company to the holders of the Company’s common shares.

(u) Except as disclosed in the Public Disclosure Record, 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 or other ownership interest, 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.

(v) The Financial Statements:

(w) The interactive data in eXtensible Business Reporting Language included or incorporated by reference into the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference into the Registration Statement or the Prospectuses under Canadian Securities Laws or U.S. securities laws.

(x) There are no material liabilities of the Company whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Registration Statement and the Prospectuses.

(y) Grant Thornton LLP, which audited or reviewed (as the case may be) the Financial Statements, are independent with respect to the Company within the meaning of Canadian Securities Laws and are independent registered public accountants as required by the Securities Act and the Exchange Act and the rules of the Public Company Accounting Oversight Board, there has not been any “reportable event” (within the meaning of NI 51-102 - Continuous Disclosure Obligations) with Grant Thornton LLP or any former auditors of the Company during the past five fiscal years.

(z) The Company has established and maintains disclosure controls and procedures (as defined in Canadian Securities Laws and applicable U.S. securities laws) that (i) are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Canadian Securities Laws and applicable U.S.

securities laws is recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Laws and applicable U.S. securities laws and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Canadian Securities Laws and applicable U.S. securities laws is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure; (ii) have been evaluated by management of the Company for effectiveness in accordance with Canadian Securities Laws and applicable U.S. securities laws as of the end of the Company’s most recently ended fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established as of the end of the Company’s most recently ended fiscal quarter. The Company has established and maintains a system of internal control over financial reporting (as defined in Canadian Securities Laws and applicable U.S. securities laws) that have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. The Company’s auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2024, there have been no significant limitations or material weaknesses, in each case, in the Company’s design of its internal control over financial reporting (whether or not remediated) and 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.

(aa) Other than as disclosed in the Registration Statement and the Prospectuses, since December 31, 2024, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not materially altered its method of accounting, (iii) the Company has not issued any equity securities to any officer, director or affiliate (defined as 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 in Rule 144 under the Securities Act), except pursuant to the participation by such officers or directors in equity financings conducted by the Company as disclosed in the Public Disclosure Record, those to be issued pursuant to the Concurrent Private Placement or those issued or to be issued pursuant to existing Company equity incentive plans and (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders.

(bb) The audit committee’s composition, responsibilities and operations, comply, and are in accordance, with the requirements of National Instrument 52-110 – Audit Committees, the requirements of Section 10A of, and Rule 10A-3 under, the Exchange Act and all other applicable U.S. securities laws, and the rules of the NYSE American.

(cc) All related-party transactions involving the Company or any of its Subsidiaries required to be disclosed in the Registration Statement or the Prospectuses pursuant to Canadian Securities Laws or applicable U.S. securities laws have been disclosed as required in accordance with such Canadian Securities Laws or applicable U.S. securities laws in all material respects. Except as disclosed in the Registration Statement or the Prospectuses, none of the directors, executive officers or shareholders of the Company who beneficially own, directly or indirectly, or exercise control or direction over, more than 5% of the outstanding common shares of the Company or any known associate or affiliate of any such person, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Company which, as the case may be, materially affects, is material to or will materially affect the Company and its Subsidiaries on a consolidated basis.

(dd) The Company has no knowledge of any proposed or planned disposition of the common shares of the Company by any shareholder who owns, directly or indirectly, 5% or more of the outstanding common shares of the Company.

(ee) The Company is a resident of Canada (and no other jurisdiction) for tax purposes. Each of the Material Subsidiaries is a resident of the United States for tax purposes (and no other jurisdiction).

(ff) (i) Except where the failure would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each Subsidiary: (A) has duly and on a timely basis filed all foreign, federal, state, provincial and municipal tax returns required to be filed by it, (B) has paid, collected, withheld and remitted all taxes due and payable or required to be collected, withheld and remitted by it, and (C) has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any Governmental Authority to be due and owing; and (ii) adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return (except for extensions which are automatically granted by an applicable Governmental Authority) or payment of any tax, governmental charge or deficiency by the Company or by any Subsidiary; there are no actions, suits, proceedings, investigations, audits or claims pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary in respect of taxes, governmental charges or assessments, and there are no matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority, except where such actions, suits, proceedings, investigations, audits, claims or matters would not, individually or in the aggregate, have a Material Adverse Effect.

(gg) The Company and each of the Subsidiaries have established on their books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Company or any of the Subsidiaries (other than liens for current taxes not yet due and payable).

(hh) The Company and its Subsidiaries own, license or otherwise have the right to use all material licenses, authorizations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of the business, without infringement upon or conflict with the rights of any other person with respect thereto, other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the Company or any of its Subsidiaries’ ability to develop or operate the Properties. No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any of its Subsidiaries infringes upon or conflicts with any rights owned by any other person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened.

(ii) With respect to each of the premises which is material to the Company and any Material Subsidiary and which the Company or any Material Subsidiary occupies as tenant (the “Leased Premises”), the Company or Material Subsidiary (as applicable) occupies the Leased Premises and has the right to occupy and use the Leased Premises and neither the Company nor any Material Subsidiary is in material breach or violation of or in default under any of the leases pursuant to which the Company or Subsidiary occupies the Leased Premises and to the Company’s knowledge, such leases are valid, in good standing and in full force and effect and are enforceable against the respective lessors thereof.

(jj) Other than as described in the Registration Statement and the Prospectuses, the Company and the Subsidiaries, as applicable, are the absolute legal and beneficial owners of, and have good and marketable title to all of the Business Assets thereof as described in the Registration Statement and the Prospectuses, including the Properties, as described in the Registration Statement and the Prospectuses, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than (i) those described in the Registration Statement and the Prospectuses, (ii) liens for taxes not yet payable, (iii) in respect of the Lone Tree project as disclosed in writing to the Underwriters, (iv) all rights reserved to, or vested in, any Governmental Authority by the terms of any mining claim, lease, license, franchise, grant or permit held by it, or by any statutory provision, (v) easements, rights-of-way, roads, covenants, restrictions that do not materially detract from the value of, or impair the use of, any of Business Assets, (vi) conflicts among the unpatented mining claims included in the Properties and unpatented mining claims owned by any other person, and overlaps onto patented mining claims, fee lands and other lands withdrawn from mineral entry under the Mining Law of 1872, as amended, (vii) with respect to any unpatented mining claims included in the Properties, the paramount title of the United States, the rights of citizens of the United States and other qualified persons to enter onto and use the public lands, and the authority and right of the United States to administer and manage entry onto and use of the public lands (collectively “Permitted Encumbrances”), and no other rights are necessary for the conduct of the business of the Company or the Subsidiaries as currently conducted other than those described in the Registration Statement and the Prospectuses, the Company knows of no claim or basis for any claim that would reasonably be expected to materially adversely affect the right of the Company to use, transfer or otherwise exploit such property rights, other than those described in the Registration Statement and the Prospectuses, and the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property rights thereof, except as described in the Registration Statement and the Prospectuses.

(kk) The Company and the Subsidiaries hold either freehold title, mining leases, mining concessions, mining claims or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the jurisdiction in which the Properties are located in respect of the ore bodies and specified minerals located in the Properties in which the Company or the Subsidiaries have an interest as described in the Registration Statement and the Prospectuses under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company or the Subsidiaries to access the Properties and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; to the Company’s knowledge all such properties, leases, concessions or claims in which the Company and the Subsidiaries have any interests or rights have been validly located in accordance with all applicable laws and are valid, subsisting and in good standing.

(ll) Any and all of the agreements and other documents and instruments pursuant to which the Company and the Subsidiaries hold their properties and assets (including any interest in, or right to earn an interest in, any Property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and the Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor, to the Company’s knowledge, has any such default been alleged. None of the Properties (or any interest in, or right to earn an interest in, any Property) of the Company and the Subsidiaries are subject to any right of first refusal or purchase or acquisition rights other than as set forth in the Prospectuses and Registration Statement.

(mm) The Company has disclosed all material information relating to the Properties and any other material mineral properties of the Company and the Subsidiaries in the Public Disclosure Record in compliance with Canadian Securities Laws and applicable U.S. securities laws in all material respects and such disclosure remains true, complete and accurate in all material respects as of the date hereof.

(nn) There are no environmental audits, evaluations, assessments, studies or tests relating to the Company or any of the Subsidiaries, except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.

(oo) Except in compliance with applicable laws, neither the Company nor any Subsidiary has used any of its property or facilities to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances (“Hazardous Substances”) in a manner that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except in compliance with applicable laws, neither the Company nor any Subsidiary has caused or permitted the release, in any manner whatsoever, of any Hazardous Substances on or from any of its properties or assets or any such release on or from a facility owned or operated by third parties but with respect to which the Company or a Subsidiary is or may reasonably be alleged to have material liability or has received any notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations or any orders, directions or decisions rendered by any ministry, department or administrative regulatory agency relating to the protection of the environment, occupational health and safety or otherwise relating to or dealing with Hazardous Substances in a manner that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(pp) No part of the Properties or the mining rights or permits of the Company or the Subsidiaries have been taken, revoked, condemned, or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given or commenced or is pending, or to the knowledge of the Company, is threatened, nor does the Company or the Subsidiaries have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(qq) There are no claims or actions with respect to indigenous rights currently outstanding or pending, or to the best knowledge of the Company, threatened, with respect to the Properties. No land entitlement claims have been asserted and no legal actions relating to indigenous issues have been instituted with respect to the Properties, and no material dispute in respect of the Properties or any of the material mineral projects of the Company or the Subsidiaries with any local or indigenous group or other interest group exists or, to the knowledge of the Company, is threatened or imminent.

(rr) The Company is in compliance in all material respects with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and Items 1300 - 1305 of Regulation S-K under the Exchange Act (“S-K 1300”), as applicable, and has duly filed all reports required to be filed by the Company pursuant to NI 43-101 or S-K 1300, as applicable, and all such reports comply in all material respects with the requirements of NI 43-101 or S-K 1300, as applicable. All scientific and technical information set forth in the Registration Statement and the Prospectuses has been reviewed by the Company under the supervision of a “qualified person” within the meaning of NI 43-101 and S-K 1300, as applicable. To the knowledge of the Company, there have been no material changes to such scientific and technical information since the date of delivery or preparation of all such reports, except as disclosed or included in the Registration Statement and the Prospectuses.

(ss) To the knowledge of the Company: (i) there are no regulatory investigations commenced, pending or threatened against any of the Company’s officers or directors; and (ii) none of the officers or directors of the Company are now or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

(tt) Neither the Company nor the Subsidiaries, nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the Company or any of the Subsidiaries, have: (i)

violated any anti-bribery or anti-corruption laws applicable to the Company or any of the Subsidiaries, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada); or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company or any of the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. The Company and the Subsidiaries have not and, to the knowledge of the Company no director, officer, employee, consultant, representative or agent of foregoing, have (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, the Subsidiaries, or any director, officer, employee, consultant, representative or agent of the Company or the Subsidiaries violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging noncompliance with any such laws.

(uu) The operations of the Company and the Subsidiaries are and have been conducted at all times in all material respects in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator or non-Governmental Authority involving the Company or any of the Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(vv) Neither the Company, nor any of its Subsidiaries, nor to the knowledge of the Company, the directors, officers, nor any agent, employee or representative of the Company or its Subsidiaries, affiliate or other person associated with or acting on behalf of the Company or its Subsidiaries is currently subject to or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State or Bureau of Industry and Security of the U.S. Department of Commerce (including, without limitation, the designation as a “specially designated national” or “blocked person”)), Canada (including, without limitation, sanctions administered or enforced by the Office of the Superintendent of Financial Institutions), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, the Crimean region, Syria and Russia (each, a “Sanctioned Country”); and the Company 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 or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as agent, principal, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(ww) All necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, including, as applicable, the execution and filing of each of the U.S. Prospectus Supplement, the Canadian Prospectus Supplement and any Marketing Materials.

(xx) This Agreement has been, and prior to the Closing Date, the Warrant Indenture will have been duly authorized, executed and delivered on behalf of the Company and each does or will, as the case may be, constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity and subject to the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that rights of indemnity, contribution, severability and waiver of contribution may be limited under applicable law.

(yy) The Shares have been duly and validly authorized, and, when issued and delivered in accordance with this Agreement including the receipt by the Company of the purchase price therefor, will on the Closing Date be duly and validly issued, fully paid and non-assessable common shares of the Company, will have been issued and sold in the Canadian Qualifying Jurisdictions and the United States in compliance with all applicable securities laws.

(zz) The Warrants have been or will have been prior to the Closing Date duly and validly created, and, when issued and delivered in accordance with this Agreement and the Warrant Indenture, including the receipt by the Company of payment therefor, will on the Closing Date be validly issued.

(aaa) The Warrant Shares have been duly and validly authorized, allotted and reserved for issuance, and, when issued upon the exercise of the Warrants in accordance with their terms and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable common shares of the Company.

(bbb) Prior to the Closing Date, the form of the certificate representing the Warrants will have been approved and adopted by the board of directors of the Company and the form of the certificate representing the Warrants do not and will not conflict with any applicable laws or the rules and policies of the TSX or the NYSE American.

(ccc) The common shares and Warrants will have the attributes and characteristics and conform in all material respects to the descriptions thereof contained in the Prospectuses.

(ddd) TSX Trust Company has been, or will prior to the Closing Date be, duly appointed as the warrant agent and registrar and transfer agent for the Warrants.

(eee) The execution and delivery of this Agreement and the fulfillment of the terms of this Agreement by the Company and the issue, sale and delivery of the Offered Units: (i) do not require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other person, except (A) such as have been obtained, or (B) such as may be required under applicable securities laws, including the NYSE American and the TSX, and will be obtained prior to the Closing Date and the applicable Settlement Date; and (ii) do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach or default under, and do not and will not conflict with: (x) any of the terms, conditions or provisions of the articles, by-laws, constating documents or resolutions of the shareholders or directors (or any committee thereof) of the Company; (y) any license, permit, approval, consent, certificate, registration or authorization (whether governmental, regulatory or otherwise) issued to the Company or any agreement, mortgage, deed of trust, indenture, lease, document or instrument to which the Company is a party or by which it is contractually bound or by which any of the properties or assets thereof is bound, except for breaches, defaults, conflicts or violations which would not have a Material Adverse Effect; or (z) any statute, regulation or rule applicable to the Company, or any judgment, order or decree of any Governmental Authority having jurisdiction over the Company.

(fff) Except as disclosed in the Public Disclosure Record, (i) the Company has no outstanding warrants, options to purchase or any pre-emptive rights or other rights to subscribe for or to purchase, or any contracts or commitments to issue or sell, any security of the Company, and (ii) no holder of any security of the Company has any rights to require the Company to qualify such security for distribution under Canadian Securities Laws or to require registration under the Securities Act in connection with the offer and sale of the Offered Units contemplated by this Agreement, and any such rights so disclosed have either been fully complied with by the Company or effectively waived by the holders thereof.

(ggg) The minute books and records of each of the Company and the Subsidiaries made available to counsel for the Underwriters in connection with their due diligence investigation of the Company and the Subsidiaries for the periods requested to the date of examination thereof are all of the minute books and records of the Company and the Subsidiaries and contain copies of all proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of the Company and the Subsidiaries to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Company and the Subsidiaries to the date of review of such corporate records and minute books not reflected in such minute books and other records other than those which are not material to the Company and the Subsidiaries or the consummation of the transactions contemplated by this Agreement, as the case may be.

(hhh) Except as disclosed in the Registration Statement or the Prospectuses, neither the Company nor any of its Subsidiaries are a party to nor bound by or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or any of its Subsidiaries to compete in any line of business, transfer or move any of its assets or operations which has a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

(iii) The Company is in compliance in all material respects with its timely and continuous disclosure obligations under applicable securities laws and the policies, rules and regulations of the TSX and NYSE American and, without limiting the generality of the foregoing, there has not occurred any material change (actual, anticipated, contemplated or threatened) in the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise), results of operations or control of the Company and the Subsidiaries (taken as a whole) which has not been set forth in the Public Disclosure Record, and the Company has not filed any confidential material change reports which remains confidential as at the date hereof.

(jjj) Each Employee Benefit Plan mandated by a governmental body that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant governmental bodies. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with US GAAP, that has not been fully accrued on the Financial Statements or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all applicable laws. For purposes of this paragraph, “Employee Benefit Plan” means any employee benefit plan, pension plan, program, policy or arrangement sponsored, maintained or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any liability or obligation.

(kkk) The Company and each of its Subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving the Company or any of its Subsidiaries or directly affecting the Properties. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement.

(lll) Neither the Company nor the Subsidiaries is or has been in material violation of, in connection with the ownership, use, maintenance or operation of its Properties and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licenses, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing:

(mmm) Neither the Company nor any of its Subsidiaries sponsors or maintains or has any obligation to make contributions to any “pension plan” (as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the standards of Section 302 of ERISA. Each material plan for bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Company or its Subsidiaries for the benefit of any current or former director, officer or employee of the Company or its Subsidiaries, as applicable (the “Employee Plans”), has been maintained in all material respects in accordance with its terms and with the requirements prescribed by any and all applicable laws in respect of such Employee Plans.

(nnn) (i) (x) There has been no material security breach or other material compromise of or relating to any of the Company’s or any of its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data except as would not, in the case of this clause (i), individually or in the aggregate, have a Material Adverse Effect;; (ii) the Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the cause of clause (ii), reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (iii) the Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology consistent with industry standards and practices.

(ooo) To the Company’s knowledge, all operations on the Properties of the Company and the Subsidiaries have been conducted and are currently conducted in all material respects in accordance with engineering practices consistent with industry standards and any applicable material workers’ compensation, and health, safety and workplace laws, regulations and policies.

(ppp) The Company and the Material Subsidiaries have all material licenses, permits, approvals, consents, certificates, registrations and other authorizations (collectively the “Permits”) under all applicable laws and regulations necessary for the operation of the businesses carried on by the Company and the Material Subsidiaries and each Permit is valid, subsisting and in good standing and neither the Company nor the Material Subsidiaries are in default or breach of any Permit, and to the Company’s knowledge, no proceeding is pending or threatened to revoke or limit any Permit except for matters which would not have a Material Adverse Effect.

(qqq) The title opinions to be delivered by the Company pursuant to the terms of this Agreement, cover all of the material claims and mining leases that comprise the Properties.

(rrr) The Company is a “reporting issuer” in each of the Canadian Qualifying Jurisdictions, is not in default under Canadian Securities Laws and is not on the list of defaulting issuers maintained by the Canadian Qualifying Authorities; the Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act, on a timely basis (or has received a valid extension of such time of filing and has filed any such documents prior to the expiration of any such extension); as of their respective dates, such documents complied in all material respects with the requirements of the Exchange Act.

(sss) Neither the Company nor any of the Subsidiaries have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with the Company or the Subsidiaries. The Company does not have any outstanding extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company.

(ttt) Except as disclosed in the Public Disclosure Record, neither the Company nor the Subsidiaries have guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever.

(uuu) The Company and the Subsidiaries maintain insurance against loss of, or damage to, its material assets including property and casualty insurance for all of their operations on a basis consistent with insurance obtained by reasonably prudent participants in a comparable business in comparable circumstances and all of the policies in respect of such insurance are in amounts and on terms that in the view of the Company’s management are reasonable for operations such as these and are in good standing in all respects.

(vvv) The Company expects it will be able to (i) renew existing insurance coverage as and when its insurance policies expire, or (ii) obtain comparable insurance coverage from similar institutions as may be necessary or appropriate to conduct the business.

(www) Except as disclosed in the Registration Statement and the Prospectuses, other than the Company and the Subsidiaries, there is no person that is or will be directly entitled to the proceeds from the sale of the Offered Units pursuant to the Offering under the terms of any debt instrument or Material Agreement, or other instrument, agreement or document (written or unwritten).

(xxx) Neither the Company nor the Subsidiaries are a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company.

(yyy) Except as disclosed in the Registration Statement and the Prospectuses, neither the Company nor the Subsidiaries are a party to any debt instrument or any agreement, contract or commitment to create, assume or issue any debt instrument other than in the ordinary course of business.

(zzz) Neither the Company, the Subsidiaries, nor, to the knowledge of the Company, any other person is in default in the observance or performance of any material term or obligation to be performed by it under any Material Agreement, and no event has occurred which with notice or lapse of time or both would reasonably be expected to constitute such a default.

(aaaa) Neither the Company, the Subsidiaries, nor, to the knowledge of the Company, any other person has any knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Agreement and neither the Company, nor the Subsidiaries, nor to the knowledge of the Company, any other person, has received notice of any intention to terminate any Material Agreement or repudiate or disclaim any transaction contemplated thereby.

(bbbb) There are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to the Company’s knowledge, threatened against or affecting the Company or any of the Subsidiaries, or pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever.

(cccc) There are no judgments against the Company or any of the Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Company or any of the Subsidiaries are subject.

(dddd) No part of the property or assets of the Company or the Subsidiaries have been taken, condemned or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given or commenced nor does the Company know of any intent or proposal to give such notice or commence any such proceedings.

(eeee) The Company has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that might reasonably be expected to cause or result in, under Canadian Securities Laws and applicable U.S. securities laws, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Units.

(ffff) Other than the Material Agreements or as disclosed in the Registration Statement and the Prospectuses, there are no other material contracts of or pertaining to the Company. Neither the Company nor any Subsidiary has received notification from any party claiming the Company or such Subsidiary is in breach or default under any Material Agreement.

(gggg) There are no amendments to any Material Agreements that have been, are proposed to be, or are required to be, made other than have been disclosed in the Registration Statement and the Prospectuses.

(hhhh) No default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, constitutes a default under or breach, by the Company, any Subsidiary, or any other person, of any material obligation, agreement, covenant or condition contained in any Material Agreement to which the Company or any Subsidiary is a party or by which it or any of its properties may be bound.

(iiii) TSX Trust Company, at its principal offices in Toronto, Ontario, has been duly appointed as the registrar and transfer agent for the common shares of the Company in Canada.

(jjjj) The business and material property and assets of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectuses.

(kkkk) The Company has a reasonable basis for disclosing any forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) and any forward-looking information (within the meaning of Canadian Securities Laws) included or incorporated by reference in any of the Registration Statement or the Prospectuses and the Company has updated such forward-looking information and statements as required by and in compliance with Canadian Securities Laws, and such forward looking information included or incorporated by reference in any of the Registration Statement or the Prospectuses reflects the best currently available estimates and good faith judgments of the management of the Company, as the case may be, as to the matters covered thereby.

(llll) The statistical, industry and market related data included in the Registration Statement and the Prospectuses are derived from sources which the Company reasonably believes to be accurate, reasonable and reliable, and such data is consistent with the sources from which it was derived.

(mmmm) (i) The responses given by the Company and its officers at all oral due diligence sessions conducted by the Underwriters in connection with the Offering, as they relate to matters of fact, have been and shall continue to be true and correct in all material respects as at the time such responses have been or are given, as the case may be, and such responses taken as a whole have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given or shall be given, as the case may be; and (ii) where the responses reflect the opinion or view of the Company or its officers (including responses or portions of such responses which are forward-looking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given.

(nnnn) The Company is not insolvent (within the meaning of applicable laws), and is able to pay its liabilities as they become due.

(oooo) The Company has not withheld from the Underwriters any adverse material facts relating to the Company, any of the Subsidiaries or the Offering.

(pppp) The Company (i) has not made any significant acquisitions as such term is defined in Part 8 of NI 51-102 in its current financial year or prior financial years in respect of which historical and/or pro forma financial statements or other information would be required to be included or incorporated by reference into the Prospectuses and for which a business acquisition report has not been filed under NI 51-102, (ii) has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for purposes of Part 8 of NI 51-102, and (iii) there are no proposed acquisitions by the Company that have progressed to the state where a reasonable person would believe that the likelihood of the Company completing the acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Prospectuses.

(qqqq) The Company is not currently party to any agreement in respect of the change of control of the Company (whether by sale or transfer of shares or sale of all or substantially all of the assets and properties of the Company or otherwise).

(rrrr) All statements made in the Registration Statement and the Prospectuses describing the Offered Units, the Shares, the Warrants and the Warrant Shares and the respective attributes thereof are complete and accurate in all material respects.

(ssss) All of the information provided to the Representative or to counsel for the Underwriters by or on behalf of the Company in connection with the offering of the Offered Units is true, complete, correct and compliant with Financial Industry Regulatory Authority, Inc.’s (“FINRA”) rules and any letters, filings or other supplemental information provided to FINRA pursuant to such FINRA rules is true, complete and correct.

(tttt) The Company has filed a current annual report on Form 10-K in a form and manner prescribed by NI 51-102 in each of the Canadian Qualifying Jurisdictions prior to the date of this Agreement; the Company is as of the date hereof an Eligible Issuer in the Canadian Qualifying Jurisdictions and, on the date of and upon filing of the Canadian Prospectus Supplement, will be an Eligible Issuer in the Canadian Qualifying Jurisdictions and there will be no documents required to be filed under Canadian Securities Laws in connection with the Offering that will not have been filed as required as at those respective dates.

(uuuu) The Shares, Warrants and Warrant Shares will, as at the Closing Date and any applicable Settlement Date, qualify as eligible investments as described in the Canadian Prospectus Supplement under the heading “Eligibility for Investment.”

(vvvv) Other than the Underwriters, there are no persons acting or purporting to act at the request of or on behalf of the Company, that are entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement.

(wwww) The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. The Company is not and, after giving effect to the offering and sale of the Offered Units and the application of the proceeds thereof as described in the Prospectuses, will not be an “investment company” as defined in the U.S. Investment Company Act of 1940, as amended.

(xxxx) As of the date hereof, the aggregate market value of voting stock of the Company held by non-affiliates is at least US$150 million. The Company had a reporting history of 36 calendar months immediately prior to the filing of the Registration Statement to rely on the “experienced issuer” exemption under FINRA Rule 5110(h).

(yyyy) The Company believes it was not a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for the taxable year ended December 31, 2023, and the Company believes it was not classified as a “passive foreign investment company” for the taxable year ended December 31, 2024.

(zzzz) The Company is, and has been, in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and all applicable rules and regulations promulgated thereunder or implementing provisions thereof; and

(aaaaa) There are no affiliations with any FINRA member firm among the Company’s executive officers, directors or, to the knowledge of the Company, any 10% or greater shareholder of the Company, except as set forth in the Registration Statement and the Prospectuses.

(bbbbb) To the Company’s knowledge, there are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred shares issued or guaranteed by the Company or any of its Subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act.

(ccccc) In connection with the offering of the Offered Units, the Company has not without the Underwriters engaged in any Testing-the-Waters Communication. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

(ddddd) Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Offered Units shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the Issue Price, the number of Firm Units set forth opposite such Underwriter’s name in Schedule II hereto, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 10 hereof.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Over-Allotment Option to the several Underwriters to purchase the Additional Units in accordance with this Section 3(b) and agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 25,760,000 Additional Units at the Issue Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by the Underwriters in respect of:

so long as the aggregate number of Additional Shares and Additional Warrants that may be issued under the Over-Allotment Option does not exceed 25,760,000 Additional Shares and 12,880,000 Additional Warrants.

The Over-Allotment Option may be exercised in whole, at any time, or in parts and from time to time, up to 30 days after the Closing Date upon written or telegraphic notice (an “Over-Allotment Option Exercise Notice”) by the Representative to the Company, at least one and no more than five Business Days before the date specified for closing in the Over-Allotment Option Exercise Notice. Any Over-Allotment Option Exercise Notice shall specify the number of Additional Securities as to which the several Underwriters are exercising the Over-Allotment Option and the Settlement Date for such exercise. On each Settlement Date, if any, each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine in your absolute discretion) that bears the same proportion to the total number of Additional Securities to be purchased on such Settlement Date as the number of Firm Units set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Units.

(a) Delivery of the Firm Units shall be made to the Representative on the Closing Date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 10 hereof (such date and time is hereinafter referred to as the “Closing Date”). Delivery of the Firm Units shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the respective aggregate Issue Prices of the Firm Units being sold by the Company by wire transfer payable in same-day funds to the accounts specified by the Company. Delivery of the Firm Units shall be made and settled via electronic deposit in CDS under the non-certificated inventory system or such Firm Shares and Firm Warrants shall be represented by one or more direct registration statement (“DRS”) advices or certificates in definitive form, in each case registered in such name or names as the Representative, on behalf of the Underwriters, may notify the Company in writing not less than 48 hours prior to the Closing Date.

(b) To the extent the Over-Allotment Option is exercised, delivery of the Additional Securities to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the respective aggregate Issue Prices of the Additional Securities being sold by the Company by wire transfer payable in same-day funds to the accounts specified by the Company shall take place at the time and date specified in the Over-Allotment Option Exercise Notice which may be the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two (2) Business Days (as defined below) or later than seven (7) Business Days after the date upon which the Company receives a written notice from the Representative, on behalf of the Underwriters, setting out the number of Additional Securities to be purchased by the Underwriters. Any such notice must be received by the Company not later than 5:00 p.m. (Toronto time) on the date that is 30 days after the Closing Date. Upon the furnishing of such a notice, the Underwriters will be committed to purchase and/or arrange for Substituted Purchasers to purchase (as the case may be), and the Company will be committed to sell and deliver to the Underwriters and/or the Substituted Purchasers (as the case may be), in accordance with and subject to the provisions of this Agreement, the number of Additional Securities indicated in such notice.

Delivery of the Additional Securities shall be made and settled via electronic deposit in CDS under the non-certificated inventory system or such Additional Shares and Additional Warrants shall be represented by one or more DRS advices or certificates in definitive form, in each case registered in such other name or names as the Representative, on behalf of the Underwriters, may notify the Company in writing not less than 48 hours prior to the Settlement Date, and payment therefor shall be by wire transfer payable in same-day funds to the accounts specified by the Company.

(a) The Company understands that the Underwriters intend to make a public offering of the Offered Units, in the United States and in the Canadian Qualifying Jurisdictions, either directly or through their respective U.S. or Canadian broker-dealer affiliates upon the terms set forth in the Prospectuses, as soon as in the judgment of the Representative is advisable, and initially to offer the Offered Units on the terms set forth in the Issuer Free Writing Prospectuses set forth in Schedule III hereto and corresponding Marketing Materials for use in Canada.

(b) In consideration of the services to be rendered by the Underwriters in connection with the Offering of the Offered Units, the Company shall pay the Underwriters a cash commission equal to 5.0% of the aggregate gross proceeds raised from the sale of the Offered Units. The obligation of the Company to pay the commission shall arise on the Closing Date and Settlement Date, as applicable, and will be deducted from the aggregate gross proceeds of the Offering of Offered Units payable by the Underwriters to the Company on the Closing Date and Settlement Date, as applicable.

(c) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the applicable securities laws in connection with the distribution of the Offered Units and shall offer the Offered Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectuses and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions where they may be lawfully offered for sale or sold and shall seek the prior consent of the Company, such consent not to be unreasonably withheld, regarding the jurisdictions other than the United States and in the Canadian Qualifying Jurisdictions where the Offered Units are to be offered and sold. The Underwriters shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable after the Closing Date; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Settlement Date, notify the Company thereof and provide the Company with a breakdown of the number of Offered Units distributed in the Canadian Qualifying Jurisdictions

(d) In Canada, during the distribution of the Offered Units, other than the Canadian Offering Documents, the Marketing Materials filed with the Canadian Qualifying Authorities, and the press release announcing the Offering, the Underwriters shall not provide any potential investor in the Canadian Qualifying Jurisdictions with any materials or written communication in relation to the distribution of the Offered Units. The Company and the Underwriters covenant and agree with respect to offers and sales in Canada (i) not to provide any potential investor of Offered Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Company with the Canadian Qualifying Authorities on or before the day such Marketing Materials are first provided to any potential investor of Offered Units, (ii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Units or the Company other than (a) such Marketing Materials that have been approved and filed in accordance with the Shelf Procedures, (b) the Canadian Offering Documents, and (c) any “standard term sheets” (within the meaning of Canadian Securities Laws) approved in writing by the Company and the Representative, on behalf of the Underwriters, and (iii) that any Marketing Materials approved and filed in accordance with the Shelf Procedures and any standard term sheets approved in writing by the Company and the Representative, on behalf of the Underwriters, shall only be provided to potential investors in the Canadian Qualifying Jurisdictions.

(e) Notwithstanding the foregoing provisions of this Section 5, an Underwriter will not be liable to the Company under this Section 5 with respect to a default under this Section 5” by another Underwriter. However, each Underwriter shall be liable to the Company under this Section 5 with respect to any breach by it or its U.S. or Canadian broker-dealer affiliates of this Section 5.

(a) The Company will cause the Prospectuses, prepared in compliance with all applicable Canadian Securities Laws and applicable U.S. securities laws, and any supplements thereto to be filed, each in a form approved by the Representative, with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws (in the case of the Canadian Final Prospectus) and with the SEC pursuant to Rule 424(b) under the Securities Act (in the case of the U.S. Final Prospectus) within the time period prescribed and will provide evidence to the Representative of such timely filings; will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and will file or deliver any Marketing Materials to the extent required by Canadian Securities Laws.

(b) The Company will deliver, without charge, (i) to the Representative, if requested, as many signed copies of the Registration Statement, the Prospectuses and any Marketing Materials as originally filed or delivered and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein, as the Representative reasonably requested; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement, the Prospectuses as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as hereinafter defined), as many copies of the Prospectuses (including all amendments and supplements thereto and documents incorporated by reference therein and each Issuer Free Writing Prospectus and Marketing Material) as the Representative may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Offered Units, as in the opinion of counsel for the Underwriters a prospectus relating to the Offered Units is required by applicable Canadian Securities Laws or applicable U.S. securities laws to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Offered Units by any Underwriter or dealer, until the termination of the Offering.

(c) Prior to the termination of the Offering of the Offered Units, before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus or Marketing Materials, and before filing any amendment or supplement to the Registration Statement or the Prospectuses, the Company will furnish to the Representative and counsel for the Underwriters a copy of such proposed Issuer Free Writing Prospectus, Marketing Materials, amendment or supplement to the Registration Statement or the Prospectuses for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or Marketing Materials or file any such proposed amendment or supplement to the Registration Statement or the Prospectuses to which the Representative reasonably objects.

(d) Concurrently with the filing of the Prospectuses with the Canadian Qualifying Authorities and with the SEC, the Company shall have requested and caused Grant Thornton LLP to furnish a “long form”

comfort letter dated the date of the Prospectuses, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Canadian Qualifying Authorities and with the SEC.

(e) The Company will advise the Representative promptly, and confirm such advice in writing, (i) when the Canadian Final Prospectus has been filed with the Canadian Qualifying Authorities pursuant to the Shelf Procedures; (ii) when any amendment to the Registration Statement or the Prospectuses shall have been filed or becomes effective or a receipt in respect of any such amendment has been issued by the Reviewing Authority, as the case may be; (iii) when any supplement to the Prospectuses or any Issuer Free Writing Prospectus or Marketing Materials or any amendment to the Prospectuses has been filed or distributed; (iv) of any request by the SEC or the Canadian Qualifying Authorities for any amendment to the Registration Statement or any amendment or supplement to the Prospectuses or the receipt of any comments from the SEC relating to the Registration Statement or the Prospectuses or any other request by the SEC or the Canadian Qualifying Authorities for any additional information; (v) of the issuance by the Canadian Qualifying Authorities or the SEC or any other governmental or regulatory authority of any cease trade order relating to the Company or the Offered Units, of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectuses or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectuses, any Issuer Free Writing Prospectus or Marketing Materials, as then amended or supplemented would include 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 existing when the Prospectuses, any such Issuer Free Writing Prospectus or Marketing Materials is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Units for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectuses or suspending any such qualification of the Offered Units and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

(f) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectuses as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectuses are delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectuses to comply with applicable securities laws, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the SEC and the Canadian Qualifying Authorities and furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Prospectuses (or any document to be filed with the SEC and the Canadian Qualifying Authorities and incorporated by reference therein) as may be necessary so that the statements in the Prospectuses as so amended or supplemented (or any document to be filed with the SEC and the Canadian Qualifying Authorities and incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectuses are delivered to a purchaser, be misleading or so that the Prospectuses will comply with applicable securities laws.

(g) The Company will use its commercially reasonable efforts to qualify the securities for offer and sale under the securities or blue sky laws of such jurisdictions in the United States as the Representative shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Offered Units; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) The Company will make generally available to its security holders and the Representative as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration Statement.

(i) The Company will not directly or indirectly, issue, sell, offer, grant an option or right in respect of (or agree to or announce any intention to do any of the foregoing), any additional common shares or any securities or financial instruments, convertible into or exchangeable for common shares, other than: (i) in connection with the Offering and the Concurrent Private Placement; (ii) to satisfy existing contractual obligations and instruments already issued as of May 9, 2025 (including for greater certainty, but not limited to the grant of securities under the Company’s equity compensation plans and the issuance of securities pursuant to existing pre-emptive, anti-dilution and/or participation rights); (iii) the issuance of common shares upon the exercise of any warrants, convertible securities, options, or any other commitment or agreement outstanding as of May 9, 2025; (iv) obligations in respect of existing agreements; and (v) in connection with an internal reorganization, for a period of 90 days after the Closing Date, without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed.

(j) The Company will use its commercially reasonable efforts to cause its senior officers and directors who are standing for election at the annual shareholders meeting of the Company to be held on June 17, 2025, and any departing directors as mutually agreed between the Representative and the Company. to enter into lock up agreements in the form of Exhibit A hereto, pursuant to which they agree not to sell securities of the Company, subject to the exceptions set out therein, for a period of 90 days after the Closing Date, without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed.

(k) The Company will apply the net proceeds from the sale of the Offered Units in accordance with the disclosure in the Prospectuses under the heading “Use of Proceeds.”

(l) Neither the Company nor its Subsidiaries or affiliates will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Units.

(m) The Company has applied to obtain the conditional approval of the TSX for the listing of the Shares and Warrant Shares, and will use its commercially reasonable efforts to satisfy any requirements of the TSX to the listing thereof within the time specified in such approval. The Company has applied to obtain the conditional approval of the TSX for the listing of the Warrants, and will use its commercially reasonable efforts to satisfy any requirements of the TSX to the listing thereof within the time specified in such approval, subject to satisfying the applicable listing standards and requirements on the TSX. The Company will obtain authorization from NYSE American for the issuance of Shares and Warrant Shares prior to the Closing Date. The Company will use commercially reasonable efforts to list the Warrants on the NYSE American following the Closing Date, subject to satisfying the applicable listing standards and requirements on the NYSE American. The Company will use its commercially reasonable efforts to maintain the listing of its common shares on the TSX and NYSE American; provided that the Company shall not be required to comply with this Section following the completion, in compliance with all applicable laws, of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be listed on the TSX and/or NYSE American.

The Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of Canadian Securities Law in each of the Canadian Qualifying Jurisdictions; provided that the Company shall not be required to comply with this Section following the completion, in compliance with all applicable laws, of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be a “reporting issuer” (within the meaning of Canadian Securities Laws).

(n) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Offered Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

(o) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the SEC in accordance with Rule 433 under the Securities Act.

7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase, or act as agent for Substituted Purchasers to purchase, the Firm Units on the Closing Date and to purchase any Additional Securities on a Settlement Date, as the case may be, shall be subject to the following conditions:

(a) Dorsey & Whitney LLP, U.S. counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Settlement Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters with respect to corporate and securities laws matters (it being acknowledged and agreed by the Company and the Underwriters that, for purposes of such opinion and negative assurance letter, “Applicable Time” shall mean the date and time (as reflected on EDGAR) of the filing of the U.S. Final Prospectus with the SEC).

(b) Bennett Jones LLP, Canadian counsel for the Company, and other local counsel as required, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Settlement Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters with respect to Canadian corporate and securities laws matters.

(c) Nauth LPC, U.S. counsel for the Underwriters, shall have furnished to the Representative, at the request of the Company, their negative assurance letter, dated the Closing Date or the Settlement Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters (it being acknowledged and agreed by the Company and the Underwriters that, for purposes of such negative assurance letter, “Applicable Time” shall mean the date and time (as reflected on EDGAR) of the filing of the U.S. Final Prospectus with the SEC).

(d) Dorsey & Whitney LLP, U.S. counsel to the Company, shall have furnished to the Representative, at the request of the Company, their written opinions (the “Title Opinions”) dated the Closing Date, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, with respect to the Company’s title and mineral rights for the Properties.

(e) Dorsey & Whitney LLP, U.S. counsel to the Company, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, with respect to corporate matters (including the registered shareholders) of the Material Subsidiaries.

(f) The Company shall have furnished to the Representative a certificate of the Company, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date or the Settlement Date, as the case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement and the Prospectuses and any amendment or supplement thereto, as well as any electronic road show used in connection with the Offering, and this Agreement and that:

(h) The Company shall have requested and caused Grant Thornton LLP to have furnished to the Representative, at the Closing Date or the Settlement Date, as the case may be, “bring down” comfort letter, addressed to the Underwriters and the board of directors of the Company, dated respectively as of the Closing Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters, bringing forward to a date not more than two Business Days prior to the Closing Date or the Settlement Date, as the case may be the information contained in the comfort letters referred to in Section 6(d) hereof.

(i) Prior to the Closing Date or the Settlement Date, as the case may be, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

(j) Prior to the Closing Date, the Shares and Warrant Shares shall have been (i) duly authorized for listing or quotation on the NYSE American, subject only to notice of issuance and (ii) conditionally approved for listing and posting for trading on the TSX, subject only to the satisfaction by the Company of customary conditions imposed by the TSX, and evidence of such actions shall have been provided to the Representative.

(k) On or before the Closing Date, the Company shall have furnished to the Representative the lock-up agreements substantially in the form of Exhibit A hereto from the applicable senior officers and directors of the Company addressed to the Representative.

The documents required to be delivered by this Section 7 shall be delivered by any standard form of electronic document exchange or transmission on the Closing Date.

8. Fees and Expenses. Whether or not the purchase and sale of the Offered Units shall be completed, the Company agrees to pay the costs and expenses (including, for greater certainty, any applicable goods and services tax, harmonized sales tax and provincial sales taxes imposed on such costs and expenses) relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC or the Canadian Qualifying Authorities, as applicable, of the Registration Statement (including financial statements and exhibits thereto), the Prospectuses and each Issuer Free Writing Prospectus and Marketing Materials, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectuses, each Issuer Free Writing Prospectus and any Marketing Materials, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Offered Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Offered Units, including any transfer taxes and stamp or similar duties in connection with the original issuance and sale of the Offered Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Offered Units; (v) the registration of the Shares and Warrant Shares under the Exchange Act and the listing of the Shares and Warrant Shares on the TSX and the NYSE American; (vi) any registration or qualification of the Offered Units for offer and sale under the securities or blue sky laws of the several states or under foreign (non-Canadian) securities laws (including filing fees); (vii) any filings required to be made with FINRA and any of the Canadian Qualifying Authorities (including filing fees), if any; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) the fees and expenses incurred by the Underwriters (including the fees of its legal counsel up to a maximum of US$225,000 in the aggregate for all legal counsel, excluding disbursements and taxes) and all reasonable out-of-pocket expenses of the Underwriters; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder..

For the avoidance of doubt, it is understood that the Company will not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Offered Units; provided that the Company shall still be obligated to pay the reasonable fees and expenses of Canadian and U.S. counsel to the Underwriters as set forth in this Section 8.

9. Indemnification and Contribution.

(a) The Company and the Subsidiaries (collectively, the “Indemnitor”) hereby agree to indemnify and hold the Underwriters and each of their subsidiaries and their respective directors, officers, employees and partners (collectively, the “Indemnified Parties” and each, an “Indemnified Party”) harmless from and against any and all losses (other than loss of profits), expenses, claims, actions, damages, payments or liabilities (collectively, “Losses”), whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in investigating, advising with respect to and/or defending any claim that may be made against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such Claims relate to, are caused by, result from, arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Indemnified Party hereunder or otherwise in connection with the Offering or any matter referred to, or related to, this Agreement.

(b) The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Indemnified Party has been grossly negligent, has been guilty of willful misconduct or has committed an illegal act or fraud in the course of rendering such services; and (ii) the Losses for which indemnification is claimed was caused by the gross negligence, willful misconduct, illegal act or fraud referred to in clause (i) above.

(c) Promptly after receipt of notice of the commencement of any Claim against the Indemnified Parties or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters or any such other Indemnified Parties will notify the Indemnitor in writing of the commencement and particulars thereof, provided that the failure to so notify the Indemnitor shall not relieve the Indemnitor from liability except and only to the extent that such failure or delay materially prejudices the Indemnitor’s defense of such Claim or results in any material increase in the liability which the Indemnitor has under this indemnity. Throughout the course of such proceeding or investigation, the Indemnified Parties will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed.

(d) The Indemnitor shall be entitled (but not required), at its own expense, to participate in and, to the extent it may wish to do so, assume the defense of any Claim, provided such defense is conducted by counsel selected by the Company and acceptable to the Indemnified Party, acting reasonably. Upon the Indemnitor notifying the Underwriters in writing of its election to assume the defense and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defense. If the defense is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed. Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defense of any Claim if: (i) the employment of such counsel has been agreed to by the Indemnitor; (ii) the Indemnitor has not assumed the defense and employed counsel therefor promptly after receiving notice of such Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defense on such Indemnified Party’s behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties, provided such firm is reputable and acceptable to the Indemnified Parties, acting reasonably.

(e) The Indemnitor agrees that in case any Claim shall be brought against or an investigation is commenced in respect of, the Indemnitor and/or an Indemnified Party, and an Indemnified Party or its personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Indemnified Party, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and documented out-of-pocket expenses incurred by such personnel) shall be paid by the Indemnitor as they occur.

(f) No admission of liability, no settlement of any Claim, no compromise nor any consent to the entry of any judgement shall be made by the Indemnitor or the Indemnified Party without the prior written consent of the other such party affected, such consents not to be unreasonably withheld or delayed. The Indemnitor agrees to waive any right it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity. The Indemnitor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any person asserting Claims on behalf of or in right of the Company for or in connection with the Offering except to the extent of the amount of any Losses suffered by the Company are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted directly from any of the events set out in Section 9(b) above.

(g) In the event that the indemnity under this Section 9 is unavailable to or insufficient to hold harmless an Indemnified Party for any reason, the Company and the Underwriters agree to contribute to the aggregate Losses to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the Offering. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the actions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth in this Agreement. Relative fault shall be determined by reference to, among other things, the intent of the parties and their relative knowledge, access to information and opportunity to take corrective actions in the circumstances. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (g), in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering exceeds the amount of any Losses that such Underwriter has otherwise been required to pay. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(h) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise. The Indemnitor hereby acknowledges that the Underwriters will act as trustee for the other Indemnified Parties of the Indemnitor’s covenants under the indemnity described in this Section 9 and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons. The indemnity and contribution obligations of the Indemnitor under this Section 9 shall be in addition to and not in substitution for any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and any Indemnified Party. The foregoing provisions shall survive any termination of this Agreement or the completion of professional services rendered under this Agreement.

10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Firm Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Firm Units set forth opposite their names in Schedule II hereto bears to the aggregate amount of Firm Units set forth opposite the names of all the remaining Underwriters) the Firm Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Firm Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Firm Units set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Firm Units, and if such non-defaulting Underwriters do not purchase all the Firm Units, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date may be postponed for such period, not exceeding five Business Days, as the Representative may determine in order that the required changes in the Registration Statement and the Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

11. Termination. This Agreement shall be subject to termination in the absolute discretion of the Underwriters (or any one of them), by notice given to the Company prior to the Closing Date, if at any time prior to such Closing Date:

(a) there shall occur, be discovered by the Underwriters or announced by the Company, any material change or a change in any material fact in the business affairs, financial condition, assets, liabilities (contingent or otherwise), results of operations of the Company and its Subsidiaries (taken as a whole), or there shall exist or be discovered any material fact which is, or may be, untrue, false or misleading in a material respect or result in a misrepresentation (other than a change or fact related solely to the Underwriters), which, in the opinion of any of the Underwriters, acting reasonably, has or could be reasonably expected to have a significant adverse effect on the market price or value of the common shares of the Company;

(b) (i) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any outbreak or escalation of national or international hostilities or any crisis or calamity or plague of national or international consequence, or any governmental action, law, regulation, inquiry or other similar occurrence which, in the opinion of any of the Underwriters, acting reasonably, materially adversely affects or could reasonably be expected to materially adversely affect or involve the financial markets in Canada or the United States or the business, operations or affairs of the Company and its Subsidiaries taken as a whole; or (ii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict trading of the common shares or any other securities of the Company is made or threatened by a securities regulatory authority;

(c) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state or other governmental authority, commission, board, bureau, agency or instrumentality (including, without limitation, the TSX, the NYSE American or any securities regulatory authority) in relation to the Company, its Subsidiaries or any one of the officers or directors of the Company, or there is any change in law or regulation, or the interpretation or administration thereof, which, in any case, in the opinion of the Underwriters (or any one of them) operates to materially impact, prevent or restrict the distribution or trading of the common shares of the Company; or (d) the Company is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Company herein or therein is or becomes false in any material respect.

The rights of termination contained in this Section 11 are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by an Underwriter, there shall be no further liability on the part of that Underwriter to the Company or on the part of the Company to that Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination or under Sections 5(b), 8, 9 or 12 of this Agreement. A notice of termination given by one Underwriter under this Section 11 shall not be binding upon any other Underwriter.

12. Authority of Representative. The Company shall be entitled to and shall act on any notice, request, waiver, extension or other communication or agreement given by or on behalf of the Underwriters by the Representative, which has authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, with the exception of any notice, request, waiver, extension or other communication or agreement pursuant to Sections 9, 10 or 11.

13. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Offered Units. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

14. Notices. All communications hereunder will be in writing and effective only on receipt, and:

if sent to the Representative, will be mailed, delivered or emailed to:

c/o National Bank Financial Inc.

130 King Street West, 8th Floor

Toronto, Ontario M5X 1J9

Email: [REDACTED]

Attention: [REDACTED]

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

McCarthy Tétrault LLP

66 Wellington Street West

Suite 5300, TD Bank Tower

Toronto, Ontario M5K 1E6

Email: [REDACTED]

Attention: [REDACTED]

-and-

Nauth LPC

217 Queen Street West, Suite 401

Toronto, Ontario M5V 0R2

Email: [REDACTED]

Attention: [REDACTED]

if sent to the Company, will be mailed, delivered or emailed to:

i-80 Gold Corp.

5190 Neil Road, Suite 460

Reno, Nevada 89502

Email: [REDACTED]

Attention: [REDACTED]

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

Bennett Jones LLP

100 King Street West, Suite 3400

Toronto, Ontario M5X 1A4

Email: [REDACTED]

Attention: [REDACTED]

-and-

Dorsey & Whitney LLP

701 Fifth Avenue, Suite 6100

Seattle, Washington 98104-7043

Email: [REDACTED]

Attention: [REDACTED]

15. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 9 hereof, and no other person will have any right or obligation hereunder.

16. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 15, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.

§§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17. No Fiduciary Duty. The Company hereby acknowledges that (i) the purchase and sale of the Offered Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (ii) the Underwriters are acting as principal and not as an agent or fiduciary of the Company, (iii) the engagement of the Underwriters by the Company in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity, (iv) the Underwriters have not provided any legal, accounting, regulatory, investment or tax advice with respect to the Offering of the Offered Units and the Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate, and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. Furthermore, the Company agrees that it is solely responsible for making its own judgment in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

The Company further acknowledges that each of the Underwriters is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of its trading and brokerage activities, the Underwriter and its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities of the Company, or any other company that may be involved in a transaction or related derivative securities and the Underwriter is under no obligation to disclose such activities or other services to the Company. The Company further acknowledges that if any Underwriter provides research coverage of the Company, it will from time to time disseminate research reports with views and comments independent from those of the investment banking team and which may be contrary. Nothing in this Agreement shall restrict the Underwriters ability to conduct business in the ordinary course and in compliance with applicable laws.

18. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

19. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without reference to conflict of law rules and the courts of Ontario shall have non-exclusive jurisdiction over any dispute hereunder.

20.  Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21. Counterparts. This Agreement may be signed in one or more counterparts and may be signed and delivered by electronic transmission, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

22. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

23. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Additional Securities” has the meaning set out on page 1 hereof.

“Additional Shares” has the meaning set out on page 1 hereof.

“Additional Units” has the meaning set out on page 1 hereof.

“Additional Warrants” has the meaning set out on page 1 hereof.

“Business Assets” means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Company and the Material Subsidiaries in connection with the business as its presently conducted.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in Toronto, Ontario or Vancouver, British Columbia, Canada.

“Canadian Offering Documents” shall mean each of the Canadian Final Prospectus and any amendment thereto, including the documents incorporated by reference and any Marketing Materials;

“Canadian Qualifying Authorities” means the applicable securities commission or regulatory authorities in each of the Canadian Qualifying Jurisdictions.

“Canadian Qualifying Jurisdictions” shall mean each of the provinces and territories of Canada other than Québec.

“Canadian Securities Laws” shall mean the applicable securities laws of each of the Canadian Qualifying Jurisdictions and their respective regulations, rulings, rules, published national, multilateral and local instruments, policy statements, notices and blanket orders of the Canadian Qualifying Authorities and the rules and policies of the TSX.

“common shares of the Company” means the common shares in the capital of the Company.

“Eligible Issuer” means an issuer which meets the criteria and has complied with the requirements of NI 44-101 so as to be qualified to offer securities by way of a short form prospectus under Canadian Securities Laws.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Financial Statements” means the consolidated financial statements of the Company incorporated by reference in the Prospectuses, including the notes with respect to those financial statements, and in the case of audited consolidated financial statements, together with the report of Grant Thornton LLP on those audited financial statements.

“Firm Shares” has the meaning set out on page 1 hereof.

“Firm Units” has the meaning set out on page 1 hereof.

“Firm Warrants” has the meaning set out on page 1 hereof.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.

“Governmental Authority” means any governmental, regulatory or administrative authority, department, agency, commission, board, bureau, branch, official, panel, tribunal or other instrumentality, any crown corporation, any court or private arbitrator or arbitral tribunal and any other Person exercising any legislative, judicial, quasi-judicial, administrative, executive, investigative (including police), regulatory, licensing or taxing authority or power, whether domestic or foreign.

“Issuer Free Writing Prospectus” shall mean an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, including without limitation any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Offered Units that is (i) required to be filed with the SEC by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) under the Securities Act, whether or not required to be filed with the SEC, or (iii) exempt from filing with the SEC pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Offered Units or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

“Marketing Materials” shall mean any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), and includes “marketing materials” within the meaning of NI 41-101.

“Material Adverse Effect” means any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), fact, event, violation, inaccuracy, circumstance, state of being or effect that (i) is, or would reasonably be expected to be, materially adverse (whether financial or otherwise) to the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise), results of operations or control of the Company and the Subsidiaries, on a consolidated basis or (ii) results, or would result, in the Prospectuses containing a misrepresentation.

“Material Agreement” means any and all contracts, commitments, agreements (written or oral), instruments, leases or other documents, including licenses, sublicenses, supply agreements, toll milling agreements, manufacturing agreements, distribution agreements, sales agreements, stream agreements, prepay agreements, forward agreements, debt financing agreements, guarantee and security agreements or any other similar type agreements, to which the Company or any Subsidiary is a party or to which their Business Assets are otherwise bound, and which is material to the Company and the Subsidiaries on a consolidated basis.

“material change” has the meaning ascribed thereto in the Canadian Securities Laws of the Canadian Qualifying Jurisdictions;

“material fact” has the meaning ascribed thereto in the Canadian Securities Laws of the Canadian Qualifying Jurisdictions;

“Material Subsidiaries” means, collectively, Premier Gold Mines USA Inc., Au-Reka Gold LLC, Goldcorp Dee LLC, Osgood Mining Company, LLC and Ruby Hill Mining Company, LLC and “Material Subsidiary” means any one of them, as the context requires.

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements, of the Canadian Securities Administrators.

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions, of the Canadian Securities Administrators.

“Offered Units” has the meaning set out on page 1 hereof.

“Properties” means all of the material properties of the Company as described and defined in the Prospectuses including for greater certainty, the Cove Project, the Lone Tree Project, the Ruby Hill Project and the Granite Creek Project; and “Property” means any one of them, as the context requires.

“Public Disclosure Record” means, collectively, all annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis, information circulars, material change reports, press releases and all other information or documents (including exhibits and other information incorporated therein) filed by the Company that are available to the public on SEDAR+ or EDGAR since January 1, 2023;

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Shelf Information” shall mean the information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Base Prospectus in accordance with the Shelf Procedures under Canadian Securities Laws.

“Shelf Procedures” shall mean NI 44-101 and National Instrument 44-102 - Shelf Distributions.

“S-K 1300” means Subpart 1300 of Regulation S-K of the U.S. Securities Act of 1933, as amended.

“Subsidiaries” means, collectively, the Material Subsidiaries and each of Paycore Minerals Inc., Paycore Canada Inc., 2823857 Ontario Inc., Golden Hill Mining Holdings Inc. and Golden Hill Mining LLC and “Subsidiary” means any one of them, as the context requires.

“US GAAP” shall mean United States generally accepted accounting principles.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

SCHEDULE I

Underwriting Agreement dated May 13, 2025

Registration Statement No. 333-286531

Representative: National Bank Financial Inc.

Number of Firm Units to be sold by the Company: 320,000,000

Number of Additional Units to be sold by the Company: Up to 25,760,000

Price per Unit to the Underwriters: US$0.50

Firm Warrant Exercise Price: US$0.70

Firm Warrant expiration date: November 16, 2027

Closing Date, Time and Location: On or about May 16, 2025 at 8:30 a.m. Eastern Time [Schedule II to the Underwriting Agreement]

Type of Offering: Non-Delayed

SCHEDULE II

SCHEDULE III

Schedule of Issuer Free Writing Prospectuses

[Schedule III to the Underwriting Agreement]

EXHIBIT A

Form of Lock Up Agreement

i-80 Gold Corp.

Public Offering of Units

Re:    i-80 Gold Corp.– Lock-up Agreement

[Exhibit A to the Underwriting Agreement]

2

[Remainder of page intentionally left blank. Signature page follows.]

[Exhibit A to the Underwriting Agreement]

3

DATED as of the date first written above.

[Exhibit A to the Underwriting Agreement]

Exhibit 4.1

i-80 GOLD CORP.

as the Corporation

- and -

TSX TRUST COMPANY

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of up to 184,000,000 Warrants

Dated as of May 16, 2025

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

TABLE OF CONTENTS

(continued)

-iii-

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of May 16, 2025.

AMONG:

i-80 GOLD CORP., a corporation existing under the laws of the Province of British Columbia (the “Corporation”)

- and -

TSX TRUST COMPANY, a trust company existing under the federal laws of Canada (the “Warrant Agent”)

WHEREAS in connection with a “bought deal” public offering of the Corporation (the “Offering”), the Corporation proposes to issue up to 345,760,000 units of the Corporation (each, a “Unit”), inclusive of the Over-Allotment Option (as defined herein), pursuant to the terms and conditions of an underwriting agreement dated May 13, 2025 between the Corporation and National Bank Financial Inc. and Cormark Securities Inc. (the “Co-Bookrunners”), together with Canaccord Genuity Corp. and SCP Resource Finance LP (together with the Co-Bookrunners, the “Co-Lead Underwriters”), and BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Stifel Nicolaus Canada Inc. and Ventum Financial Corp. (collectively with the Co-Lead Underwriters, the “Underwriters”), such Units being qualified for distribution to the public pursuant to the Canadian Prospectus (as defined herein) and the U.S. Prospectus (as defined herein);

AND WHEREAS each Unit is comprised of one Common Share (as defined herein) and one-half of one Warrant (as defined herein), with each whole Warrant entitling the holder thereof to subscribe for and purchase, subject to adjustment, one Common Share upon payment of the Exercise Price (as defined herein) and upon the terms and conditions hereinafter set forth;

AND WHEREAS concurrently with the Offering, the Corporation proposes to complete the Concurrent Private Placement, pursuant to which the Corporation proposes to issue up to 22,240,000 Units on the same terms as the Units issued pursuant to the Offering;

AND WHEREAS in accordance with the foregoing, the Corporation is proposing to issue an aggregate of up to 184,000,000 Warrants pursuant to this Warrant Indenture (as defined herein);

AND WHEREAS the Corporation is authorized under the laws applicable to it to create and issue the Warrants as hereinafter provided;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture; Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

- 2 -

ARTICLE 1

INTERPRETATION

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Applicable Securities Laws” means the applicable securities laws and regulations of each of the provinces and territories of Canada, and the applicable federal and state securities laws and regulations of the United States, together with all related rules, policies, notices and orders of applicable regulatory authorities;

“Approved Bank” has the meaning set forth in Section 9.4;

“Auditors” means a firm of professional accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been electronic, printed, lithographed or otherwise mechanically reproduced and authenticated by manual signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.8 are entered in the Register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Based System” means the electronic system for clearing, depository and entitlement services operated by the Depository;

“Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s Book Based System for the Warrants;

“Book Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository on the Book Based System;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario, and shall be a day on which the Exchange is open for trading;

“Capital Reorganization” has the meaning set forth in Section 4.1(d); “Canadian Accredited Investor” means an “accredited investor” as that term is defined in NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106;

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“Canadian Base Shelf Prospectus” means the short form Canadian base shelf prospectus of the Corporation dated June 21, 2024;

“Canadian Prospectus” means the prospectus supplement of the Corporation dated May 13, 2025 to the Canadian Base Shelf Prospectus prepared in connection with the qualification for distribution of the Units and the securities issuable pursuant to the Over-Allotment Option, including the documents incorporated therein by reference, and including any Supplementary Material thereto;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the CDS settlement and clearing system for equity and debt securities in Canada;

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

“Closing Date” means May 16, 2025;

“Common Share Delivery Date” has the meaning set forth in Section 3.6(2);

“Common Share Recapitalization” has the meaning set forth in Section 4.1(a);

“Common Shares” means the common shares in the capital of the Corporation;

“Concurrent Private Placement” means the sale of 22,240,000 Units on a private placement basis expected to be completed concurrently with the Offering;

“Concurrent Private Placement Investor” means a U.S. Accredited Investor, Canadian Accredited Investor or a person participating on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located who first purchased Units in the Concurrent Private Placement, and who, in connection with such purchase, executed a Subscription Agreement;

“Confirmation” has the meaning set forth in Section 3.2(1);

“Corporation” means i-80 Gold Corp., a corporation existing under the laws of the Province of British Columbia;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors, who may be counsel for the Corporation, acceptable to the Warrant Agent;

“Current Market Price” of the Common Shares at any date means the VWAP of the Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending one Business Day prior to the date, or, if the Common Shares are not traded on any stock exchange, such over-the-counter market as may be selected for such purpose by the board of directors of the Corporation or, if the Common Shares are not traded on any such market, as determined by the Directors, acting reasonably;

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“Depository” means CDS Clearing and Depository Services Inc., or its successor;

“Documents” has the meaning set forth in Section 9.3;

“DRS” means, in respect of the Warrants, the Direct Registration System maintained by the Warrant Agent;

“DRS Advice” means the notification produced by the DRS system evidencing ownership of the Warrants;

“Effective Date” means the date of this Indenture;

“Exchange” means the Toronto Stock Exchange;

“Exchange Rate” means, at any time, the number of Common Shares subject to the right of purchase under each Warrant at such time, which, as of the Effective Date, shall be one (1) Common Share (subject to adjustment in accordance with the provisions of Article 4);

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” means US$0.70 for each Common Share payable in immediately available United States funds (subject to adjustment in accordance with the provisions of Article 4);

“Expiry Date” means November 16, 2027;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11;

“holder” means, unless the context requires otherwise, a Warrantholder;

“Indemnified Parties” has the meaning set forth in Section 9.7;

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the Register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“Issue Date” for a particular Warrant means the date on which the Warrant is actually issued by or on behalf of the Corporation;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“Offering” has the meaning ascribed thereto in the recitals hereto;

“Over-Allotment Option” means the option granted by the Corporation to the Underwriters, exercisable in whole or in part, for a period of 30 days from and including the Closing Date to purchase up to an additional (i) 48,000,000 Units, (ii) 48,000,000 Common Shares, and/or (iii) 24,000,000 Warrants, or any combination thereof provided that the aggregate number of securities issued pursuant to the Over-Allotment Option does not exceed 48,000,000 Common Shares and 24,000,000 Warrants;

“person” means an individual, body corporate, partnership, limited liability company, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization; “Register” means the one set of records and accounts maintained by the Warrant Agent and designated as the Register of the holders of Warrants in accordance with Section 2.10;

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“register” means, unless the context requires otherwise, to record in the Register;

“registered” means, unless the context requires otherwise, as recorded in the Register;

“Registration Statement” means the Corporation’s Registration Statement on Form S-3 dated April 14, 2025, as amended (File No. 333-286531), and declared effective by the SEC on May 7, 2025, which contains the U.S. base shelf prospectus of the Corporation dated May 7, 2025;

“Rights Offering” has the meaning set forth in Section 4.1(b);

“Rights Offering Exercise Period” has the meaning set forth in Section 4.1(b);

“SEC” has the meaning set forth in Section 9.15;

“Shareholder” means a holder of shares of the Corporation;

“Subscription Agreement” means a subscription agreement entered into between the Corporation and the Concurrent Private Placement Investors in connection with the Concurrent Private Placement;

“Supplementary Material” means, collectively, any amendment to or amendment and restatement of any of the Canadian Prospectus, Canadian Base Shelf Prospectus, the U.S. Prospectus, the Registration Statement and any amended or supplemental prospectus or ancillary material required to be prepared and filed with any of the securities regulators under Applicable Securities Laws, in connection with the distribution of the Units and the securities issuable pursuant to the Over-Allotment Option, including any documents incorporated therein by reference;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

“Trading Day” means a day on which a stock exchange on which the Common Shares are listed and which forms the primary trading market for such shares is open for trading, and if the Common Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;

“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 Exchange, the TSX Venture Exchange, the NYSE American, 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);

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant, including DRS Advice;

“Underwriters” has the meaning ascribed thereto in the recitals hereto; “United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

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“Units” has the meaning ascribed thereto in the recitals hereto;

“U.S. Accredited Investor” means a person who is an “accredited investor” meeting one or more of the criteria in Rule 501(a) of Regulation D under the U.S. Securities Act;

“U.S. Person” means a U.S. person as that term is defined in Rule 902(k) of Regulation S;

“U.S. Prospectus” means the U.S. prospectus supplement of the Corporation dated May 13, 2025 to the Registration Statement prepared in connection with the registration of the Units and the securities issuable pursuant to the Over-Allotment Option, including the documents incorporated therein by reference, and including any Supplementary Material thereto;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the principal Trading Market based on trading volume as reported by Bloomberg on which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (Eastern time) to 4:02 p.m. (Eastern time)), (b) if the Common Shares are not listed or quoted on a Trading Market and is then quoted on OTCQB or OTCQX, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Toronto, or such other place as may be designated in accordance with Section 3.6;

“Warrant Agent” means the TSX Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders” means the persons who are registered owners of Warrants as such names appear on the Register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the Register of the Warrant Agent;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not less than 50% of the aggregate number of Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

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“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, each warrant entitling the holder thereof to purchase one Common Share at the Exercise Price prior to the Expiry Time, subject to adjustments as provided for in this Indenture; and

“written order”, “written request”, “written consent” or “certificate” of the Corporation, mean, a written order, written request, written consent or certificate signed in the name of the Corporation, by any one duly authorized signatory of the Corporation, and may consist of one or more instruments so executed.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Time shall be of the essence in this Indenture and each Warrant.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of the United States unless otherwise expressed.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) and DRS Advice shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this Indenture and the transactions contemplated herein.

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ARTICLE 2

ISSUE OF WARRANTS

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Except as may be specifically provided herein, nothing in this Indenture, or in the holding of a Warrant Certificate, DRS Advice or entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to dividends or other distributions or allocations on the Common Shares.

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All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

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following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in clauses (a) to (f) of this Section 2.7(2).

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“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH RULE 144 OR ANOTHER VALID EXEMPTION, IN EACH CASE IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS. THE CORPORATION’S TRANSFER AGENT MAY ALSO REQUIRE AN OPINION OF COUNSEL IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF.”;

provided that, if the Warrants are being sold in accordance with the exemption provided by Rule 144 under the U.S. Securities Act, if available, or another valid exemption, the legend may be removed by the delivery to the Warrant Agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act.

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The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 17, 2025.”

and if applicable under the policies of the Exchange and as per written order of the Corporation, the additional legend as follows:

“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 TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

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The Register shall be available for inspection by the Corporation or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

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and, in the case of a Warrant Certificate, such transfer shall be duly noted in such Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, and to the transferee of a DRS Advice a DRS Advice or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the Register maintained by the Warrant Agent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.

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All Warrant Certificates surrendered pursuant to Section 2.11, Section 2.12, Section 2.13, Article 3 or Section 5.1 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the Register by the Warrant Agent. Upon written request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3

EXERCISE OF WARRANTS

A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository.

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Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a Book Based System, including CDSX. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by causing the issuance to the Depository through the book entry registration system of the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf.

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A = the 5-day VWAP of the Common Shares on the Exchange on the Trading Day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise, as converted to U.S. dollars using the Bank of Canada daily average exchange rate of Canadian dollars to U.S. dollars as of such date;

B = the Exercise Price per Common Share of such Warrant, as adjusted; and

X = the number of Common Shares that would otherwise be issuable upon exercise of such Warrant in accordance with its terms by means of a cash exercise rather than a cashless exercise.

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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH RULE 144 OR ANOTHER VALID EXEMPTION, IN EACH CASE IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS.

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THE CORPORATION’S TRANSFER AGENT MAY ALSO REQUIRE AN OPINION OF COUNSEL IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF.”

If any of the Common Shares subscribed for are to be issued to a person or persons other than the registered Warrantholder, the registered Warrantholder shall execute the form of transfer as set forth in Schedule A and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation, or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates or DRS Advices evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Warrantholders showing the number of Warrants held by each such registered Warrantholder.

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From and after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

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ARTICLE 4

ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(any of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Recapitalization”), then, in each case:

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All Common Shares, or shares of any class or other securities, which a registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common Shares which such registered Warrantholder is entitled to acquire pursuant to such Warrant.

Notwithstanding anything in this Article 4, no adjustment shall be made under Section 4.1 in respect of any issuance of Common Shares made pursuant to this Indenture in respect of the issue of Warrants pursuant to any stock option, stock purchase, restricted share plan or other equity incentive plan in force from time to time for officers, Directors or employees, consultants or other service providers of the Corporation or pursuant to any stock option granted or other convertible security issued by the Corporation prior to the date of this Indenture.

In the event of any question arising with respect to the adjustments provided for in this Article 4, such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

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As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the Exercise Price and number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel (acting reasonably), be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Auditors verifying such calculation. The Warrant Agent shall act and rely, and shall be protected in acting and relying, upon the certificate of the Corporation or of the Auditors and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Warrantholders of such adjustment computation.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than an action described in Section 4.1 or an action referred to in Section 4.3, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Warrantholders, the Exercise Price and/or Exchange Rate shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, as they in their sole discretion may determine to be equitable to the Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are or may be listed for trading has been obtained. Without limiting the generality of the foregoing, the Corporation may not, at its discretion, reduce the Exercise Price of the Warrants for periods of time, or from time to time, during the life of the Warrants unless the Corporation complies with the rules and the requirements of the Exchange and the NYSE American, or any other stock exchange on with the Warrants are listed, including (i) the Corporation undertakes to comply with any applicable tender offer regulatory provisions under the U.S. federal securities laws, including a minimum period of 20 Business Days within which such price reduction will be in effect (or such longer period as may be required under the SEC’s tender offer rules) and (ii) the Corporation promptly gives public notice of the reduction in exercise price in a manner consistent with the rules and requirements of the Exchange and the NYSE American regarding immediate release of material information.

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The Warrant Agent:

shall not

No adjustments shall be made pursuant to this Article 4 if the Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

Notwithstanding the foregoing, any adjustment to the Exercise Price and/or Exchange Rate shall be subject to the prior written consent of the Exchange.

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase, by private contract or otherwise, any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the Register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the Register of Warrant and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

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The Corporation covenants with the Warrant Agent, for the benefit of the Warrant Agent and the Warrantholders, that so long as any Warrants remain outstanding:

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The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties and obligations hereunder (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section 5.3 shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6

ENFORCEMENT

All or any of the rights conferred upon any registered Warrantholder by any of the terms of this Indenture may be enforced by the registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Warrantholders from time to time outstanding. The Warrant Agent shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may reasonably be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Warrantholders.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a registered Warrantholder hereunder and shall be entitled to demand such payment from the registered Warrantholder or alternatively to instruct the Warrant Agent to cause the cancellation of the share certificates and amend the securities register accordingly.

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The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of any Corporation or any successor corporation on any covenant, agreement, representation or warranty by the Corporation herein. Only the Corporation shall be bound in respect hereof.

Upon the happening of any default hereunder:

provided that no delay or omission of the Warrant Agent or of the Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, in the Province of Ontario, or at such other place as may be approved or determined by the Warrant Agent.

At least 21 days’ prior written notice of any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

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An individual (who need not be a registered Warrantholder) designated in writing by the Warrant Agent and the Corporation shall be chair of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Warrantholders present in person or by proxy shall choose an individual present to be chair.

Subject to the provisions of Section 7.11, at any meeting of the Warrantholders a quorum shall consist of registered Warrantholder(s) present in person or by proxy holding at least 25% of the then outstanding Warrants. If a quorum of the Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at least 25% of the aggregate number of all then outstanding Warrants.

The chair of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

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The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees, and Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Warrantholders.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

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Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chair or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

All actions which may be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Warrantholders holding not less than a majority or in the case of an Extraordinary Resolution, holding not less than 66 2/3%, of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed by holders of not less than 66 2/3% of the aggregate number of all of the then outstanding Warrants.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Warrantholders, including a Warrantholders’ Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Warrantholder in person or by attorney duly appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 7 with regard to voting at meetings of Warrantholders) of the holding by any person of Warrants shall be sufficient for any purpose of this Indenture if the fact and date of execution by any person of such request or other instrument or writing is proved by a certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, to the effect that the person signing such request or other instrument in writing acknowledged to him the execution thereof or by an affidavit of a witness of such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

- 37 -

The Warrant Agent may, nevertheless, in its discretion require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

In determining whether Warrantholders holding the required total number of Warrants are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7. The Corporation shall provide the Warrant Agent with a certificate of the Corporation providing details of any Warrants held by the Corporation or by a subsidiary of the Corporation upon the written request of the Warrant Agent.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Subject to regulatory approval, from time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

- 38 -

ARTICLE 9

CONCERNING THE WARRANT AGENT

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- 40 -

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated bank accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (each, an “Approved Bank”). All amounts held by the Warrant Agent pursuant to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Indenture are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted responsibly in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

- 41 -

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

- 42 -

- 43 -

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth. No trust, bare or otherwise, is intended to be, or is or will be, created hereby and the Warrant Agent shall owe no duties hereunder as a trustee.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

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The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

Each party acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.tsxtrust.com, or upon request, including revisions thereto. Further, each party agree that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

The Corporation confirms that as at the date of execution of this Indenture its common shares are registered pursuant to Section 12 of the U.S. Securities Exchange Act and it has a reporting obligation pursuant to Section 13 of the U.S Securities Exchange Act. The Corporation covenants that in the event that (i) any additional class of its securities shall become registered pursuant to Section 12 of the U.S. Securities Exchange Act or the Corporation shall incur a further reporting obligation pursuant to Section 13 or 15(d) of the U.S.

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Securities Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Securities Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

ARTICLE 10

GENERAL

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed or emailed, on the next Business Day following the date of transmission.

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The Corporation and the Warrant Agent may deem and treat the Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

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Delivery of an executed copy of this Indenture by email, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, and acceptance by each such party of any such facsimile or electronic copy shall be legally effective to create a valid and binding Indenture among the parties hereto in accordance with the terms hereof.

Upon the earlier of:

and if all certificates or other entries on the securities register of the Corporation representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, and upon payment to the Warrant Agent of the expenses, fees and other remuneration payable to the Warrant Agent, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Warrantholders.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.17, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

and the Warrant Agent, in making the computations in Section 7.17, shall be entitled to rely on such certificate without any additional evidence.

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If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

None of the parties hereto may assign its rights or interest under this Indenture, except (i) as provided in Section 9.8 in the case of the Warrant Agent, (ii) as provided in Section 8.2 in the case of the Corporation.

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Common Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such underlying Common Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received by the holder from the Corporation by virtue of the holder being a Shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

[Signature Page – Warrant Indenture]

A-1

SCHEDULE A

FORM OF WARRANT

For Warrants sold pursuant to the Concurrent Private Placement and as per written order of the Corporation, include the following legends:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 OR ANOTHER VALID EXEMPTION, IN EACH CASE IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS. THE CORPORATION’S TRANSFER AGENT MAY ALSO REQUIRE AN OPINION OF COUNSEL IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 17, 2025.

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 TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

WARRANT

To acquire Common Shares of

i-80 GOLD CORP.

(existing pursuant to the laws of the Province of British Columbia)

A-2

THIS IS TO CERTIFY THAT, for value received,                                                                                                                                                 

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of i-80 Gold Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Toronto time) (the “Expiry Time”) on November 16, 2027 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant, subject to adjustment in accordance with the terms of the Warrant Indenture.

The Warrant evidenced hereby are exercisable at or before 5:00 p.m. (Toronto time) on November 16, 2027, after which time the Warrant evidenced hereby shall be deemed to be void and of no further force or effect.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be US$0.70 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not so exercised. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture, together with all other instruments supplemental or ancillary thereto, is herein referred to as the “Warrant Indenture”) dated as of May 16, 2025 among the Corporation and TSX Trust Company, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents.

A-3

The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

[For Warrants sold pursuant to the Concurrent Private Placement, include the following:

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. Other than by an original U.S. purchaser that purchased the Warrants directly from the Corporation, the Warrants may not be exercised, unless (i) this Warrant and such Common Shares have been registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available and the requirements set forth in the Exercise Form have been satisfied. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.]

Pursuant to Section 3.3 of the Warrant Indenture, if at any time following the initial effectiveness of the Registration Statement, registering the Common Shares issuable upon exercise of the Warrants and prior to the Expiry Date, the Corporation determines that such Registration Statement is not effective, or the prospectus contained therein is not available for, the offer and sale of the Common Shares issuable upon exercise of the Warrants, the Corporation shall promptly provide written notice of such determination to the Warrant Agent. Upon receipt of such notice, the Warrant Agent shall provide a copy thereof to each Warrantholder, and such notice shall confirm that the then outstanding Warrants may, until the earlier of the Registration Statement becoming effective or the Expiry Date, only be exercised by means of a "cashless exercise" pursuant to Section 3.3(1) of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates representing in the aggregate an equal number of Warrants as are held under the Warrant Certificate(s) so exchanged.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Toronto, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar.

A-4

Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

A-5

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of ________________________, 202____.

Countersigned and Registered by: 

A-6

SCHEDULE “A”

FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to                                                                                                                             

(print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocable constitutes and appoints ______________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

DATED this ______ day of _________________, 202____.

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REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

OR

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The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, TSX Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

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SCHEDULE B

EXERCISE FORM

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: [Please complete (a) or (b) below.]

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture between i-80 Gold Corp. and TSX Trust Company dated May 16, 2025 (the “Warrant Indenture”).

The undersigned hereby represents, warrants and certifies that (check box (a), (b), or as applicable):

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Note: Certificates will not be registered or delivered to an address in the United States unless Box (a) or (b) above is checked.

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise will be subject to restrictions on resale under applicable securities legislation including the resale restrictions in the Subscription Agreement applicable to Concurrent Private Placement Investors, and the Common Shares received on exercise will bear a restrictive U.S. legend reflecting such restrictions.

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The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to TSX Trust Company at: 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1, Attn: Corporate Actions.

[execution page follows]

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DATED this ______ day of _________________, 202____.

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SCHEDULE C

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

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i-80 Gold Corp.

5190 Neil Road, Suite 460

Reno, NV

89502

Attention: Chief Executive Officer

- and to –

TSX Trust Company of Canada

as Warrant Agent

Dear Sirs:

The undersigned is delivering this letter in connection with the purchase of common shares (the “Securities”) of i-80 Gold Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of May 16, 2025 between the Corporation and TSX Trust Company of Canada.

The undersigned hereby confirms that:

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_______ Category 1. A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

_______ Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or;

_______ Category 3. A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or;

_______ Category 4. An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or

_______ Category 5. An investment company registered under the United States Investment Company Act of 1940, as amended; or

_______ Category 6. A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or

_______ Category 7. A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958, as amended; or

_______ Category 8. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or

_______ Category 9. An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

_______ Category 10. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended; or

_______ Category 11. An organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S. $5,000,000; or

_______ Category 12. Any director or executive officer of the Company; or

_______ Category 13. A natural person whose individual net worth, or joint net worth with his or her spouse, excluding the value of his or her primary residence net of any mortgage obligation secured by the property, exceeds U.S. $1,000,000 (for purposes of calculating net worth: (i) a person’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability) and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of sale of the securities shall be included as a liability); or

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_______ Category 14. A natural person who had an individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

_______ Category 15. A trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

_______ Category 16. Any entity in which all of the equity owners meet the requirements of at least one of the above categories (if this alternative is checked, you must identify each equity owner and provide statements signed by each demonstrating how each qualifies as an Accredited Investor).

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 OR ANOTHER VALID EXEMPTION, IN EACH CASE IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS.

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DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. [IN RESPECT OF UNIT SHARES AND WARRANT SHARES ONLY: A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.] THE CORPORATION’S TRANSFER AGENT MAY ALSO REQUIRE AN OPINION OF COUNSEL IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF.”;

provided, that if Securities are being sold under paragraph (g)(ii) above, the legend may be removed by providing a declaration to the Corporation’s registrar and transfer agent, as set forth in Annex A hereto (or as the Corporation may prescribe from time to time) and, if required by the registrar and transfer agent, an opinion of counsel of recognized standing reasonably satisfactory to the registrar and transfer agent, that such legend is no longer required under applicable requirements of the U.S. Securities Act; and provided, further, that, if any Securities are being sold under paragraph (g)(iii) above, the legend may be removed by the delivery to the Corporation’s registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act;

The undersigned acknowledges that the representations, warranties and agreements contained herein are made by him or her with the intent that they may be relied upon by the Corporation in determining its/his/her eligibility to purchase the Securities. By this letter the undersigned represents and warrants that the foregoing representations and warranties are true and that they shall survive the purchase by him or her of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by the undersigned of any of the Securities.

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DATED this ____day of _____, 20__.

Exhibit 5.1

May 15, 2025

Dear Sirs/Mesdames:

Re:  i-80 Gold Corp. –Registration Statements on Form S-3

We have acted as Canadian legal counsel to i-80 Gold Corp. (the “Corporation”). We refer to the Corporation’s registration statement on Form S-3 (File No. 333-286531) (the “Initial Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), to the Prospectus included therein (the “Prospectus”), and to the Corporation’s registration statement on Form S-3 (File No. 333-287243) (together with the Initial Registration Statement, the “Registration Statements”), filed with the SEC pursuant to Rule 462(b) under the Securities Act. We are furnishing this opinion at your request in connection with the Corporation’s prospectus supplement amendment no. 1 dated May 14, 2025 (the “Prospectus Supplement”), which amends and restates the prospectus supplement, dated May 13, 2025, of the Corporation, relating to the offering (the “Offering”) of 320,000,000 units of the Corporation (each, an “Initial Unit”) at a price of US$0.50 per Initial Unit (the “Issue Price”), pursuant to the terms of the underwriting agreement dated May 13, 2025 (the “Underwriting Agreement”) between the Corporation and National Bank Financial Inc. as representative on behalf of a syndicate of underwriters, including Cormark Securities Inc., Canaccord Genuity Corp., SCP Resource Finance LP, BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Stifel Nicolaus Canada Inc. and Ventum Financial Corp. (collectively, the “Underwriters” and each individually, an “Underwriter”).

Each Initial Unit consists of one common share in the capital of the Corporation (each, an “Initial Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, an “Initial Warrant”), as detailed in the Prospectus Supplement. Each Initial Warrant will entitle the holder thereof to acquire one common share in the capital of the Corporation (each an “Initial Warrant Share”) at an exercise price of US$0.70 per Initial Warrant Share at any time until the date that is 30 months following the closing date of the Offering, all in accordance with the terms of a warrant indenture dated May 16, 2025 (the “Warrant Indenture”) between the Corporation and TSX Trust Company, as warrant agent, governing the Initial Warrants.

Up to an additional 25,760,000 units are being offered (the “Additional Units”) pursuant to an over-allotment option (“Over-Allotment Option”) at the Issue Price per Additional Unit, that is exercisable in whole or in part, and at any time and from time to time, on or before 5:00 p.m. (Toronto time) on the date that is 30 days after and including the closing date of the Offering. Each Additional Unit consists of one common share in the capital of the Corporation (each an “Additional Share”) and one-half of one common share purchase warrant of the Corporation (each whole warrant being an “Additional Warrant”).

May 15, 2025

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Each Additional Warrant entitles the holder thereof to acquire one common share in the capital of the Corporation (each an “Additional Warrant Share”) at an exercise price of US$0.70 per Additional Warrant Share at any time until 30 months following the closing date, all in accordance with the terms of the Warrant Indenture.

All references in this opinion to (i) the “Offering” shall be deemed to include the Over-Allotment Option, (ii) the “Offered Units” shall mean, collectively, the Initial Units and the Additional Units, (iii) the “Shares” shall mean, collectively, the Initial Shares and the Additional Shares, (iv) the “Warrants” shall mean, collectively, the Initial Warrants and the Additional Warrants, and (v) the “Warrant Shares” shall mean, collectively, the Initial Warrant Shares and the Additional Warrant Shares, and (vi) the “Securities” shall mean, collectively, the Offered Units, the Shares, the Warrants and the Warrant Shares.

In connection with rendering this opinion, we have, among other things, examined such documents, considered such questions of law, made such investigations and examined such originals, facsimiles or copies, certified or otherwise identified to our satisfaction, of such additional public and corporate records, records of corporate proceedings, certificates and other documents as we have considered relevant or necessary in order to render the opinions expressed below.

The opinions expressed herein are subject to the following reliances, qualifications and assumptions:

May 15, 2025

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We are solicitors qualified to practice law in the Provinces of British Columbia and Ontario and we express no opinion as to the laws of any jurisdiction, or as to any matters governed by the laws of any jurisdiction, other than the laws of the Provinces of British Columbia and Ontario and the laws of Canada applicable therein.

Whenever our opinion refers to the common shares of the Corporation, whether issued or to be issued, as being “fully paid and non-assessable”, such opinion indicates that the holder of such shares cannot be required to contribute any further amounts to the Corporation by virtue of its status as holder of such shares, either in order to complete payment for the shares, to satisfy claims of creditors or otherwise. No opinion is expressed as to actual receipt by the Corporation of the consideration for the issuance of such shares or as to the adequacy of any consideration received.

We give no opinion as to, and do not assume any responsibility for, the accuracy, completeness or fairness of any statements contained in the Registration Statements or the Prospectus Supplement or in any documents filed in connection therewith or in the Canadian Prospectus or in any documents filed in connection therewith, or upon whether the Registration Statements or the Prospectus Supplement or any other documents filed in connection therewith or the Canadian Prospectus or in any documents filed in connection therewith comply as to form or content with the requirements of the applicable securities laws. We give no opinion as to the completeness or accuracy of information provided to any purchaser or prospective purchaser of the Offered Units or provided to the Underwriters.

May 15, 2025

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Based on and relying upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

The opinion expressed in this letter is for the sole benefit of the Corporation in connection with the Registration Statements. This opinion may not be relied upon by, disclosed to, or filed with, any other person without our prior written consent. Notwithstanding the foregoing, we hereby consent to the filing of this opinion with the SEC as an exhibit to the Current Report on Form 8-K to be filed by the Corporation in connection with the Offering and as an exhibit to each of the Registration Statements. We also hereby consent to the use of our name under the heading “Legal Matters” and “Enforceability of Civil Liabilities” in the Prospectus and Prospectus Supplement which forms part of the Initial Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

This opinion is expressed as of the date hereof and unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Yours truly,

/s/ Bennett Jones LLP