UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2023
Commission File Number: 001-33153
Endeavour
Silver Corp.
(Translation of registrant's name into English)
#1130-609
Granville Street
Vancouver, British Columbia, Canada V7Y 1G5
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Incorporation by Reference
Exhibits 99.1 and 99.2 of this Form 6-K is
incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-
272755).
The following documents are being submitted herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Endeavour Silver Corp. |
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(Registrant) |
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Date: December 18, 2023 |
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/s/ DAN DICKSON |
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Dan Dickson |
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CEO |
Exhibit
99.1
ENDEAVOUR SILVER CORP.
US$60,000,000
COMMON SHARES
SALES AGREEMENT
December 18,
2023
BMO Capital Markets Corp.
151 W 42nd Street, 32nd Floor
New York, NY 10036
CIBC World Markets Inc.
400 Burrard Street, 12th Floor
Vancouver, British Columbia
V6C 3A6
TD Securities (USA) LLC
One Vanderbilt Avenue
New York, NY 10017
Raymond James (USA) Ltd.
Scotia Plaza, 40 King Street W, 54th Floor
Toronto, Ontario
M5H 3Y2
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
H.C. Wainwright & Co., LLC
430 Park Avenue, 3rd Floor
New York, NY 10022
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Stifel Nicolaus Canada Inc.
1055 West Hastings Street, Suite 1010
Vancouver, British Columbia
V6E 2E9
Ladies and Gentlemen:
Endeavour Silver Corp. (the “Company”), confirms
its agreement (this “Agreement”) with BMO Capital Markets Corp. (“BMO”), CIBC World
Markets Inc. (“CIBC”), TD Securities (USA) LLC (“TD”), Raymond James (USA) Ltd. (“Raymond
James”), B. Riley Securities, Inc. (“B. Riley”) H.C. Wainwright & Co., LLC (“H.C.
Wainwright”), Alliance Global Partners (“AGP”) and Stifel Nicolaus Canada Inc. (“Stifel”),
(each of BMO, CIBC, TD, Raymond James, B. Riley, H.C. Wainwright, AGP and Stifel, individually an “Agent” and
collectively, the “Agents”) as follows:
| 1. | Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and
subject to the conditions set forth herein, it may issue and sell through any Agent, acting as agent and/or principal, common shares,
no par value, of the Company (the “Common Shares”), having an aggregate offering price of up to US$60,000,000.
Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this
Section 1 on the number of Common Shares issued and sold under this Agreement shall be the sole responsibility of the Company,
and the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Shares through the Agents
will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the United States
Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed
as requiring the Company to use the Registration Statement to issue the Common Shares. |
The Company has prepared and filed with the British Columbia
Securities Commission (the “Reviewing Authority”) in accordance with the applicable securities laws of each
of the provinces of Canada, other than Québec (the “Qualifying Jurisdictions”), and the respective applicable
rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments,
notices and blanket orders of the securities regulatory authorities (“Canadian Qualifying Authorities”) in each
of the Qualifying Jurisdictions (collectively, “Canadian Securities Laws”), the Canadian Base Prospectus (as
defined herein) in respect of offers and sales, from time to time, of certain securities of the Company, including Common Shares (collectively,
the “Shelf Securities”) in each case in accordance with Canadian Securities Laws; the Reviewing Authority has
issued a receipt (a “Receipt”) as the principal regulator under Multilateral Instrument 11-102 Passport System,
and each of the other Canadian Qualifying Authorities is deemed to have issued a Receipt under National Policy 11-202 Process for Prospectus
Reviews in Multiple Jurisdictions for the Canadian Base Prospectus. As used herein, “Canadian Base Prospectus”
means the final short form base shelf prospectus dated June 16, 2023 relating to the Shelf Securities, in respect of which the Reviewing
Authority issued the Receipt, which was prepared and filed in accordance with Canadian Securities Laws, including National Instrument
44-101 – Short Form Prospectus Distributions (“NI 44-101”), National Instrument 44-102 –
Shelf Distributions (“NI 44--102”), CSA Staff Notice 44-306 – Blanket Orders Exempting Well-known
Seasoned Issuers from Certain Prospectus Requirements (“CSA Staff Notice 44-306”), BC Instrument 44-503
– Exemption from Certain Prospectus Requirements for Canadian Well-known Seasoned Issuers (“BCI 44-503”)
and the equivalent blanket orders adopted by the Canadian Qualifying Authorities (together with CSA Staff Notice 44-306 and BCI 44-503,
the “WKSI Blanket Orders”) 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, including but not limited to, all Designated News
Releases (as defined herein). As used herein, a “Designated News Release” means a news release disseminated
by the Company in respect of previously undisclosed information that, in the Company’s determination, constitutes a material fact
(as such term is defined in Canadian Securities Laws) and identified by the Company as a “designated news release” in writing
on the face page of the version of such news release that is filed by the Company on SEDAR+ (as defined herein) in Canada. As used
herein, “Canadian Prospectus Supplement” means the most recent prospectus supplement relating to the Common
Shares to be issued and sold pursuant to this Agreement, to be filed by the Company with the Canadian Qualifying Authorities in accordance
with Canadian Securities Laws, in the form furnished by the Company to the Agents; and “Canadian Prospectus” means
the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this
Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base
Prospectus. The Canadian Prospectus Supplement shall provide that any and all Designated News Releases shall be deemed to be incorporated
by reference in the Canadian Base Prospectus. All Designated News Releases shall also be filed with the SEC on Form 6-K and the Canadian
Prospectus Supplement shall provide that such Designated News Release shall be incorporated by reference as an exhibit to the Registration
Statement (as defined herein).
The Company has prepared and filed with the Commission, in
accordance with the provisions of the United States Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the “Securities Act”) and the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the
Commission, a registration statement on Form F-10 (File No. 333-272755), including the U.S. Base Prospectus (as defined herein),
relating to the Shelf Securities (such registration statement, as amended when it became effective, including all documents and exhibits
filed as part thereof or incorporated by reference therein, is herein referred to as the “Registration Statement”).
The Company has also filed with the Commission an appointment of agent for service of process on Form F-X (the “Form F-X”)
in conjunction with the filing of the Registration Statement. As used herein, “U.S. Base Prospectus” means the
Canadian Base Prospectus, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Securities
Act, relating to the Shelf Securities contained in the Registration Statement at the time the Registration Statement became effective;
“U.S. Prospectus Supplement” means the most recent Canadian Prospectus Supplement, with such deletions therefrom
and additions thereto as are permitted or required by Form F-10 and the Securities Act, relating to the Common Shares, to be filed
by the Company with the Commission pursuant to General Instruction II.L of Form F-10 in connection with a public offering or sale
of Common Shares pursuant hereto, in the form furnished by the Company to the Agents; “U.S. Prospectus” means
the U.S. Prospectus Supplement (and any additional U.S. prospectus supplement prepared in accordance with the provisions of this Agreement
and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus and
together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”)
relating to the Common Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing
pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to
be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
As used herein, “Base Prospectuses”
means, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus; “Prospectus Supplements” means,
collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement; and “Prospectuses” means,
collectively, the Canadian Prospectus and the U.S. Prospectus. Any reference herein to the Registration Statement, the Base Prospectuses,
the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto shall be deemed to refer to and include the documents
incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer
to and include the filing or furnishing of any document with or to the Commission or Canadian Qualifying Authorities, as applicable, on
or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses,
as the case may be, and deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Canadian
Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto shall be deemed
to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval
(“SEDAR+”) and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement
and the U.S. Prospectus or any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant
to the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”).
| 2. | Placements. Each time that the Company wishes to issue and sell the Common Shares hereunder (each, a “Placement”),
it will notify an Agent, determined in the sole discretion of the Company (the “Designated Agent”), by email
notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the
parameters in accordance with which it desires the Common Shares to be sold, which shall at a minimum include the number of Common Shares
to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation
on the number of Common Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below
which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The
Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other
individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set
forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the
Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated
Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement
Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company
suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those
on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 11.
The amount of any discount, commission or other compensation to be paid by the Company to the Agents in connection with the sale of the
Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that
neither the Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and
until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice
pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the
terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. |
| 3. | Sale of Placement Shares by the Agents. |
| (a) | Subject to the terms and conditions herein set forth, upon the Company’s delivery of a Placement Notice, and unless the sale
of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement,
the Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its
normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York
Stock Exchange (“NYSE”) to sell such Placement Shares up to the amount specified, and otherwise in accordance
with the terms of such Placement Notice. The Designated Agent will provide written confirmation to the Company (including by email correspondence
to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of
the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below)
immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares
sold on such day, the volume-weighted average price of the Placement Shares sold, and the Net Proceeds (as defined below) payable to the
Company. Subject to the terms of a Placement Notice, the Designated Agent may sell Placement Shares by any method permitted by law deemed
to be an “at-the-market distribution” under NI 44-102, including without limitation sales made through the NYSE, on any other
existing trading market for the Common Shares in the United States or to or through a market maker. If expressly authorized by the Company
in a Placement Notice, the Designated Agent may also sell Placement Shares in privately negotiated transactions in the United States,
subject to any required pre-clearance of any such transactions by the NYSE and the Toronto Stock Exchange (the “TSX”).
Notwithstanding the provisions of Section 6(nn), the Designated Agent shall not purchase Placement Shares for its own account as
principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there
can be no assurance that the Designated Agent will be successful in selling Placement Shares, and (ii) the Designated Agent will
incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other
than a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices
to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day
on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted in the United States. |
| (b) | The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected
by or through one Agent on any single given day, and the Company shall in no event request that more than one Agent sell Placement Shares
on the same day. |
| (a) | The Company or the Designated Agent may, upon notice to the other party in writing (including by email correspondence to each of the
individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the
individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission
or email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend any sale of Placement Shares;
provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement
Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this Section 4
shall be effective against any other party unless it is made to one of the individuals named on Schedule 2 hereto, as such schedule
may be amended from time to time. |
| (b) | Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public
information, the Company and the Agents agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not
request the sale of any Placement Shares, and (iii) the Agents shall not be obligated to sell or offer to sell any Placement Shares. |
| (c) | If the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the
United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) are not satisfied with respect
to the Common Shares, it shall promptly notify the Agents, and the Designated Agent may, at its sole discretion, suspend sales of the
Placement Shares under this Agreement. |
| (a) | Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement
Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the
date on which such sales are made (each, a “Settlement Date” and the first such settlement date, the “First
Delivery Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement
Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Designated Agent
at which such Placement Shares were sold, after deduction for (i) the Agent’s commission, discount or other compensation for
such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company
to the Agents hereunder pursuant to Section 7(h) (Expenses) hereof, and (iii) any transaction fees imposed by any
governmental or self-regulatory organization in respect of such sales. |
| (b) | Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to,
electronically transfer the Placement Shares being sold by crediting the Designated Agent’s or its designee’s account
(provided the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The
Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be
mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered shares in good
deliverable form. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day funds to an
account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer
agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company
agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) (Indemnification and Contribution) hereto, it will (i) hold the Agents harmless against any loss, claim, damage, or
expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the
Company and (ii) pay to the Agents any commission, discount, or other compensation to which it would otherwise have been
entitled absent such default; provided, however, that without limiting Section 9(a) herein, the
Company shall not be obligated to pay to the Agents any commission, discount or other compensation on any Placement Shares that are
not timely delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE or
(ii) a material disruption in securities settlement or clearance services in the United States. |
| 6. | Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Agents
that as of the date of this Agreement and as of each Applicable Time (as defined in Section 21(a)): |
| (a) | Compliance with Registration Requirements. |
| (i) | At the time the Company filed the Canadian Base Prospectus, the Company was eligible to file a short-form base shelf prospectus with
the Reviewing Authority. The Reviewing Authority has issued a Receipt in respect of the Canadian Base Prospectus. No order suspending
the distribution of the Common Shares or any other securities of the Company has been issued by any Canadian Qualifying Authority and
no proceedings for that purpose have been instituted or are pending or, to the best of the Company’s knowledge, are contemplated
or threatened by any Canadian Qualifying Authority, and any request made to the Company on the part of any Canadian Qualifying Authority
for additional information has been complied with. |
| (ii) | The Company meets the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement
has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied, to the Commission’s satisfaction,
with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration
Statement is in effect and no proceedings for such purpose have been initiated or are pending or, to the best of the Company’s knowledge
are contemplated or threatened by the Commission, and any request made to the Company on the part of the Commission for additional information
has been complied with. |
| (iii) | Each document filed or to be filed with the Canadian Qualifying Authorities and incorporated by reference into the Canadian Prospectus
or any amendment or supplement thereto complied, as at the applicable filing date, or will comply when so filed, in all material respects
with the requirements of Canadian Securities Laws. |
| (b) | Well-Known Seasoned Issuer. At the time the Company filed the Canadian Base Prospectus,
the Company satisfied the definition of “well-known seasoned issuer” or “WKSI” in compliance with the WKSI Blanket
Orders by virtue of the fact that (i) the Company’s public float (as defined in each of the WKSI Blanket Orders) of outstanding
listed equity securities was approximately C$821,557,733 as at May 31, 2023; and (ii) it disclosed in its audited financial
statements (A) gross revenue, derived from mining operations, of at least C$55,000,000 for the Company’s most recently completed
financial year; and (B) gross revenue, derived from mining operations, of at least C$165,000,000 in aggregate over the Company’s
three most recently completed financial years. |
| (c) | No Misstatement or Omission. |
| (i) | The U.S. Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with
the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied
and, as of each Settlement Date, if any, will comply in all material respects with the Securities Act and did not and, as of each of the
Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The U.S. Prospectus, as amended or supplemented, as of its date, did
not and, as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from
the Registration Statement or any post-effective amendment thereto, or the U.S. Prospectus, or any amendments or supplements thereto,
made in reliance upon and in conformity with information relating to an Agent furnished to the Company in writing by such Agent expressly
for use therein. |
| (ii) | The Canadian Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with
Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement
Dates, if any, will not contain any untrue statement of a material fact (as defined in the Securities Act (British Columbia)) or
omit to state a material fact (as defined in the Securities Act (British Columbia)) necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Canadian Prospectus, as amended or supplemented, as
of its date, did and, as of each of the Settlement Dates, if any, will, contain full, true and plain disclosure of all material facts
relating to the Common Shares 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 Prospectus, or any amendments or supplements thereto, made in reliance upon
and in conformity with information relating to an Agent furnished to the Company in writing by such Agent expressly for use therein. |
| (d) | Offering Materials Furnished to the Agents. The Company has delivered to the Agents one complete copy of each of the Canadian
Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed
copies of the Canadian Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented,
in such quantities and at such places as the Agents have reasonably requested. |
| (e) | Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the completion
of the Agents’ distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement
Shares other than the Prospectuses or the Registration Statement. |
| (f) | The Sales Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles. |
| (g) | Authorization of the Common Shares. The Placement Shares, when issued and delivered, will be duly authorized for issuance and
sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will
be duly authorized, validly issued, fully paid and non-assessable. |
| (h) | No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have
any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived. |
| (i) | No Material Adverse Change. Except as otherwise disclosed in the Prospectuses, subsequent to the respective dates as of which
information is given in the Prospectuses: (i) there has been no material adverse change, or any development that could reasonably
be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations
or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered
as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries,
considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary
course of business nor entered into any material transaction or agreement not in the ordinary course of business: and (iii) there
has been no dividend or distribution of any kind declared, paid or made by the Company or, except for regular quarterly dividends publicly
announced by the Company or dividends paid to the Company or other subsidiaries, by any of its subsidiaries on any class of capital stock
or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock. |
| (j) | Independent Accountants. KPMG LLP, Chartered Professional Accountants, who has expressed its opinion with respect to the financial
statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission
or incorporated by reference as a part of the Registration Statement and included in the Prospectuses, is an independent registered public
accounting firm as required by the Securities Act, the Exchange Act and applicable Canadian securities laws. |
| (k) | Preparation of the Financial Statements. The financial statements filed with the Commission as a part of or incorporated by
reference in the Registration Statement and included in the Prospectuses present fairly the consolidated financial position of the Company
and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The
supporting schedules included in or incorporated in the Registration Statement present fairly the information required to be stated therein.
Such financial statements and supporting schedules have been prepared in conformity with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board and applied on a consistent basis throughout the periods involved, except as
may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included
in or incorporated in the Registration Statement. The financial data set forth in the Prospectuses under the caption “Earnings Coverage
Ratios” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained,
incorporated or deemed to be incorporated in the Registration Statement. |
| (l) | Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of British Columbia, Canada and has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations
under this Agreement. The Company is qualified or registered to transact business in the Province of British Columbia, Canada. The Company’s
material subsidiaries are Endeavour Gold Corporation, S.A. de C.V. (“Endeavour Gold”), EDR Silver de Mexico
S.A. de C.V. SOFOM ENR (“Endeavour Capital”), Minera Plata Adelante, S.A. de C.V. (“Minera Plata
Adelante”), Minera Santa Cruz Garibaldi S.A. de C.V. (“Minera Santa Cruz”), Refinadora Plata Guanacevi,
S.A. de C.V. (“Refinadora Plata”), Mina Bolañitos S.A de C.V. (“Mina Bolañitos”),
Terronera Precious Metals S.A. de C.V. (“Terronera Precious Metals”) and Minera Pitarrilla S.A. de C.V. (“Minera
Pitarrilla”). Endeavour Gold has been duly organized and is validly existing as a corporation in good standing under the
laws of Mexico. Endeavour Capital, Minera Plata Adelante, Minera Santa Cruz, Refinadora Plata, Mina Bolañitos, Terronera Precious
Metals and Minera Pitarrilla have each been duly organized and are validly existing as corporations in good standing under the laws of
Mexico. Each of Endeavour Gold, Endeavour Capital, Minera Plata Adelante, Minera Santa Cruz, Refinadora Plata, Mina Bolañitos,
Terronera Precious Metals and Minera Pitarrilla has the requisite power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectuses. The Company and each such subsidiary is duly qualified as a foreign corporation
to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be
in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectuses,
all of the issued and outstanding equity interests of each such subsidiary have been duly authorized and validly issued, are fully paid
and non-assessable and, except as described in the Prospectuses and the credit agreement dated October 6, 2023 entered into among,
inter alia, Terronera Precious Metals (as borrower) and ING Capital LLC and Societe Generale (as joint lead arrangers) (the “Credit
Agreement”), are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse
claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity material to the Company
other than as described in this Section 6(l). |
| (m) | Share Capital Matters. The share capital of the Company conforms in all material respects to the description thereof contained
in the Prospectuses. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and
non-assessable and have been issued in compliance with applicable corporate securities laws. None of the outstanding Common Shares were
issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities
of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to
purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of
its subsidiaries other than those accurately described in all material respects in the Prospectuses. The description of the Company’s
stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the
Prospectuses accurately and fairly presents in all material respects the information required to be shown with respect to such plans,
arrangements, options and rights. |
| (n) | Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of
its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be
in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise,
lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”),
except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution,
delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectuses (i) have
been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws
of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or
require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances
as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of
any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval,
authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is
required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated
hereby and by the Prospectuses, except such as have been obtained or made by the Company and are in full force and effect under the Securities
Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”). |
| (o) | No Material Actions or Proceedings. Except as disclosed in the Prospectuses, there are no legal or governmental actions, suits
or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of
its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or
any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a
reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any
such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely
affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company
or any of its subsidiaries exists or, to the Company’s knowledge, is threatened or imminent. |
| (p) | All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations
or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses,
other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary
has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material
Adverse Change. |
| (q) | Properties and Assets. The Company owns or leases all such properties and assets as are necessary to the conduct of its operations
as presently conducted free and clear of all liens, charges, encumbrances and security interests of any nature or kind. |
| (r) | Mining Claims. All interests of the Company in material mining claims, concessions, mining leases, exploitation or extraction
rights or other property interests or rights or similar rights (“Mining Claims”) are completely and accurately
described in all material respects in the Prospectuses and are in good standing, are valid and enforceable, are free and clear of any
material liens or charges, except for such liens and charges contemplated in the Credit Agreement, and no royalty is payable in respect
of any of them, except as disclosed in the Prospectuses (exclusive of any amendment or supplement thereto); there are no expropriations
or similar proceedings or challenges to title or ownership, actual or threatened, of which the Company is aware or has received notice
against the Mining Claims or any part thereof. Except as disclosed in the Prospectuses (exclusive of any amendment or supplement thereto),
no other property rights are necessary for the conduct of the Company’s business as presently conducted, and there are no material
restrictions on the ability of the Company to use, transfer or otherwise exploit any such property rights except as required by applicable
law. The Company has no reason to believe that it will not be able to obtain or acquire such property rights as may be necessary to develop
and operate its existing projects. Except as disclosed in the Prospectuses (exclusive of any amendment or supplement thereto), the Mining
Claims held by the Company cover the properties required by the Company for such purposes described therein. |
| (s) | Mining Reserves and Resources. The information relating to estimates by the Company of the proven and probable reserves and
the measured, indicated and inferred resources associated with its mineral properties as set forth on Schedule 4 (“Mineral
Properties”) contained in the Prospectuses has been prepared in accordance with National Instrument 43-101—Standards
of Disclosure for Mineral Projects (“NI 43-101”). The Company believes that all of the assumptions underlying
such reserve and resource estimates are reasonable and appropriate, and believes that the projected production and operating results relating
to its Mineral Properties summarized in the Prospectuses are achievable by the Company. The Company has duly filed with the applicable
regulatory authorities all reports required by NI 43-101, and all such reports comply with requirements of such instrument in all material
respects. |
| (t) | Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, foreign, state, provincial
and local tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment,
fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings or that if not
paid, would not result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial
statements referred to in Section 6(k) above in respect of all federal, foreign, state, provincial and local taxes for
all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined. |
| (u) | No Transfer Taxes. There are no transfer taxes or other similar fees or charges under Canadian or U.S. federal law or the laws
of any state, province, territory or any political subdivision thereof, required to be paid in connection with the execution and delivery
of this Agreement or the issuance by the Company or sale by the Company of the Common Shares. |
| (v) | No Stamp, Duty, Registration or Documentary Taxes. No stamp duty, registration or documentary taxes, duties or similar charges
are payable under the federal laws of Canada or the laws of any province in connection with the creation, issuance, sale and delivery
by the Company of the Common Shares or the authorization, execution, delivery and performance of this Agreement. |
| (w) | No Disputes with Local, Native, Aboriginal or Indigenous Group. No dispute between the Company and any local, native, aboriginal
or indigenous group exists or, to the knowledge of the Company, is threatened or imminent that could reasonably be expected to have a
Material Adverse Change. |
| (x) | Company Not an “Investment Company”. The Company has been advised of the rules and requirements under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt
of payment for the Common Shares will not be, required to be registered as an “investment company” within the meaning of Investment
Company Act. |
| (y) | Insurance. Except as otherwise described in the Prospectuses, each of the Company and its subsidiaries are insured by insurers
of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are generally
deemed prudent and customary for the business for which it is engaged including, but not limited to, policies covering real and personal
property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The
Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when
such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct
its business as now conducted and at a cost that would not result in a Material Adverse Change. |
| (z) | No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed
to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Placement Shares. |
| (aa) | Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any
subsidiary or any other person required to be described in the Prospectuses which have not been described as required. |
| (bb) | Canadian Securities Laws and Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference
in the Prospectuses, at the time they were or hereafter are filed with or furnished to the Canadian Qualifying Authorities and the Commission,
complied and will comply in all material respects with the requirements of the Canadian Securities Laws and the Exchange Act, and, when
read together with the other information in the Prospectuses, at the Applicable Times and the Settlement Dates, will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
| (cc) | No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries, nor any director or officer of
the Company or its subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of the Company or its subsidiaries,
has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political
activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment
of corporate funds or benefit to any foreign or domestic government or regulatory official or employee, including, without limitation,
of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for
or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials
Act (Canada), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, or committed an offense under any other applicable anti-bribery or anti-corruption laws; or (iv) made,
offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation,
any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company has instituted, maintained
and enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable
anti-bribery and anti-corruption laws. |
| (dd) | Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, those of the Bank Secrecy Act of 1970, as amended, including, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), and the applicable money laundering statutes of all jurisdictions in which the Company and its subsidiaries conduct business,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental or regulatory agency (collectively, the “Money Laundering Laws”), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its subsidiaries
with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. |
| (ee) | No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company
or its subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of the Company or its subsidiaries, is
currently the subject or 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. Department of Treasury (“OFAC”) or the U.S. Department of State and including,
without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations
Security Council, the European Union, 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 the subject or the target of
Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic and
the so-called Luhansk People’s Republic regions of Ukraine and the non-government controlled areas of the Kherson and Zaporizhzhia
oblasts of Ukraine (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the
proceeds of the offering of the Shares hereunder, 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 Territory 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, 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
Territory. |
| (ff) | Company’s Accounting System. The Company maintains a system of “internal control over financial reporting”
(as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange
Act Rules”)) that complies with the requirements of the Exchange Act and has been designed by their respective principal
executive and principal financial officers, or under their supervision, to provide reasonable assurances that (i) transactions are
executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except
for a material weakness in the Company’s internal control over financial reporting disclosed in the Prospectuses, which the Company
believes it has remediated but has not yet assessed, the Company’s internal control over financial reporting is effective. Since
the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal
control over financial reporting (whether or not remediated) and (B) 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. |
| (gg) | Disclosure Controls. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under
the Exchange Act) and the Company believes that such disclosure controls and procedures are effective to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure
that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding disclosures.
The Company has conducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the Exchange
Act. The Company maintains disclosure controls and procedures as contemplated by the certifications required under Form 52-109F1
and Form 52-109F2 under National Instrument 52-109 — Certification of Disclosures in Issuer’s Annual and Interim Filings
and the Company believes that such controls and procedures are effective to provide reasonable assurances that all material information
concerning the Company is made known, on a timely basis, to the individuals responsible for the preparation of Company’s filings
with the Canadian Qualifying Authorities. |
| (hh) | Compliance with Environmental Laws. Except as otherwise described in the Prospectuses, and except as would not, individually
or in the aggregate, result in a Material Adverse Change (i) neither the Company nor any of its subsidiaries is in violation of any
federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation,
laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”),
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials
of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited
to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its
subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of
its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that
alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause
of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice,
and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses
costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based
on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased
or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”),
pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity
whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by
operation of law; and (iii) to the best of the Company’s knowledge, there are no past or present actions, activities,
circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal
of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a
potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental
Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. |
| (ii) | Intellectual Property. The Company and its subsidiaries own or possess the valid right to use all (i) patents, patent
applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations,
copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions,
software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and
other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems,
or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses
as currently conducted, and as proposed to be conducted and described in the Prospectuses. The Company and its subsidiaries have not received
any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise
violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge,
which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual
Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the
Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation
of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the
Intellectual Property Rights described in the Prospectuses are valid, binding upon, and enforceable by or against the parties thereto
in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted
or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach
by any other person to any Intellectual Property license. Except as described in the Prospectuses, no claim has been made against the
Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license
in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain
and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The
consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional
amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for
use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. |
| (jj) | Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s
or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its
respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology
(collectively, “IT Systems and Data”) and (y) the Company and its subsidiaries has not been notified of, and has no knowledge
of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and
Data; (ii) the Company and its subsidiaries is 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 case of this clause (ii), individually or in the aggregate, have a Material
Adverse Change; (iii) the Company and its subsidiaries has implemented and maintained commercially reasonable safeguards to maintain
and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and
Data; and (iv) the Company and its subsidiaries has implemented backup and disaster recovery technology consistent with industry
standards and practices. |
| (kk) | Listing. The Company is a reporting issuer under the securities laws of each of the provinces of Canada and is not on the list
of defaulting reporting issuers maintained by the applicable authorities in each such province or territory that maintains such a list;
the Company is subject to the reporting requirements of the Exchange Act and is current in its filings thereunder; the Company is in compliance
in all material respects with its obligations under the rules of the NYSE and the TSX; and the Company has not filed any confidential
material changes reports which remain confidential at the date hereof. The Common Shares are registered pursuant to Section 12(b) of
the Exchange Act and are listed on the NYSE and the TSX, and the Company has taken no action designed to, or reasonably likely to have
the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the NYSE or
the TSX, nor has the Company received any notification that the Commission, the Canadian Qualifying Authorities, NYSE or the TSX is contemplating
terminating such registration or listing. |
| (ll) | Brokers. Except as may otherwise exist with respect to the Agents pursuant to this Agreement, there is no broker, finder or
other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of
any transactions contemplated by this Agreement. |
| (mm) | No Outstanding Loans or Other Indebtedness. Except as described in the Prospectuses, there are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for
the benefit of any of the officers or directors of the Company or any of the members of any of them. |
| (nn) | No Reliance. The Company has not relied upon the Agents or legal counsel for the Agents for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares. |
| (oo) | Agent Purchases. The Company acknowledges and agrees that the Agents have informed the Company that the Agents may, to the
extent permitted under the Securities Act, the Exchange Act and this Agreement, purchase and sell Common Shares for each of their own
accounts while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement
Notice is in effect (except to the extent the Agents may engage in sales of Placement Shares purchased or deemed purchased from the Company
as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented
to any such purchases or sales by the Agents. |
| (pp) | Compliance with Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries
are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting
business, except where failure to be so in compliance would not result in a Material Adverse Change. |
Any certificate signed by an officer of the Company and delivered to
the Agents or to counsel for the Agents shall be deemed to be a representation and warranty by the Company to the Agents as to the matters
set forth therein.
The Company acknowledges that each of the Agents and, for purposes
of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Agents, will rely
upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
| 7. | Covenants of the Company. The Company covenants and agrees with each of the Agents that: |
| (a) | Filing of Prospectuses. The Company will prepare the Prospectuses in a form approved by the Agents and will (i) file the
Canadian Prospectus with the Reviewing Authority in accordance with applicable Canadian Securities Laws no later than the Reviewing Authority’s
close of business on the date of this Agreement and (ii) file the U.S. Prospectus with the Commission pursuant to General Instruction
II.L of Form F-10 no later than the Commission’s close of business on the date of this Agreement. |
| (b) | Amendments. After the date of this Agreement and during any period in which the U.S. Prospectus relating to any Placement Shares
is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent
amendment to the Canadian Base Prospectus or the Registration Statement, other than documents incorporated by reference, has been filed
with any Canadian Qualifying Authority or the Commission, as applicable, and/or has become effective or where a receipt has been issued
therefor or any subsequent supplement to a Prospectus has been filed and of any request by any Canadian Qualifying Authority or the Commission
for any amendment or supplement to the Canadian Base Prospectus, the Registration Statement or any Prospectus or for additional information,
(ii) the Company will prepare and file with Canadian Qualifying Authorities and the Commission, promptly upon the Agents’ request,
any amendments or supplements to the Canadian Base Prospectus, the Registration Statement or any Prospectus, as applicable, that, in the
Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents
(provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability
hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the
Company will not file any amendment or supplement to the Canadian Base Prospectus, the Registration Statement or any Prospectus, other
than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless
a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably
objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any
obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company
in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is
deemed to be incorporated by reference into the Canadian Base Prospectus, the Registration Statement or any Prospectus, except for those
documents available via SEDAR+ or EDGAR; and (iv) the Company will cause each amendment or supplement to the Canadian Prospectus,
other than documents incorporated by reference, to be filed with Canadian Qualifying Authorities in accordance with applicable Canadian
Securities Laws and will cause each amendment or supplement to the U.S. Prospectus, other than documents incorporated by reference, to
be filed with the Commission as required pursuant to General Instruction II.L of Form F-10. |
| (c) | Notice of Orders. The Company will advise the Agents, promptly after it receives notice or obtains knowledge thereof, of the
issuance or threatened issuance by the Commission of any order suspending the use of the Canadian Base Prospectus or any Canadian Prospectus
Supplement or the effectiveness of the Registration Statement, of the suspension of the qualification or distribution of the Placement
Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will
promptly use its commercially reasonable efforts to prevent the issuance of any stop order, cease trade order or any other order suspending
the qualification or distribution of the Placement Shares or to obtain its withdrawal if such an order should be issued. |
| (d) | Delivery of Prospectus; Subsequent Changes. During any period in which the U.S. Prospectus relating to the Placement Shares
is required to be delivered by the Agents under the Securities Act with respect to a pending sale of the Placement Shares (including in
circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will comply with
all requirements imposed upon it by Canadian Securities Laws and the Securities Act, as from time to time in force, and will file or furnish
on or before their respective due dates all reports and other documents required to be filed or furnished by the Company pursuant to applicable
Canadian Securities Laws or pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act.
If during such period any event occurs as a result of which any Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing,
not misleading, or if during such period it is necessary to amend or supplement the Canadian Base Prospectus, the Registration Statement
or any Prospectus to comply with Canadian Securities Laws or the Securities Act, as applicable, the Company will promptly notify the Designated
Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Canadian Base
Prospectus, the Registration Statement or the Prospectuses (at the expense of the Company) so as to correct such statement or omission
or effect such compliance. |
| (e) | Listing of Placement Shares. During any period in which the U.S. Prospectus relating to the Placement Shares is required to
be delivered by the Agents under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable
efforts to cause the Placement Shares to be listed on the TSX and the NYSE and to qualify the Placement Shares for sale under the securities
laws of such jurisdictions as the Agents reasonably designate and to continue such qualifications in effect so long as required for the
distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify
as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction. |
| (f) | Delivery of Base Prospectus, Registration Statement, Form F-X and Prospectuses. The Company will furnish to the Agents
and their counsel (at the expense of the Company) copies of the Canadian Base Prospectus, the Registration Statement, the Form F-X,
the Prospectuses (including all documents incorporated by reference therein) and all amendments and supplements to the Canadian Base Prospectus,
the Registration Statement or the Prospectuses that are filed with Canadian Qualifying Authorities or the Commission during any period
in which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed
with or furnished to Canadian Qualifying Authorities or the Commission, as applicable, during such period that are deemed to be incorporated
by reference therein), in each case as soon as reasonably practicable and in such quantities as the Agents may from time to time reasonably
request and, at the Agents’ request, will also furnish copies of the U.S. Prospectus to each U.S. exchange or market on which sales
of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than
the Prospectuses) to the Agents to the extent such document is available on SEDAR+ or EDGAR. |
| (g) | Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event
not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period
that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act. |
| (h) | Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,
in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance
of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the
Canadian Base Prospectus and each amendment and supplement thereto, the Registration Statement and each amendment and supplement thereto,
and each Prospectus and each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the Placement Shares,
(iii) the qualification of the Placement Shares under securities laws in accordance with the provisions of Section 7(e) of
this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel for the Agents in connection therewith
shall be paid by the Agents except as set forth in (vii) below), (iv) the printing and delivery to the Agents of copies of the
Prospectuses and any amendments or supplements thereto, and of this Agreement, (v) the fees and expenses incurred in connection with
the listing or qualification of the Placement Shares for trading on NYSE and the TSX, (vi) the filing fees and expenses, if any,
of the Canadian Qualifying Authorities and the Commission, (vii) the filing fees and associated legal expenses of the Agents’
outside counsel for filings with the FINRA Corporate Financing Department, such legal expense reimbursement not to exceed US$10,000 and,
(viii) the reasonable fees and disbursements of the Agents’ Canadian and U.S. counsel in an amount not to exceed US$100,000
plus an additional US$20,000 per fiscal quarter of reasonable fees and disbursements of the Agents’ Canadian and U.S. counsel
in connection with subsequent Representation Dates hereunder (provided that no additional fees will be payable pursuant to this clause
(viii) for any fiscal quarter following the termination of this Agreement in accordance with Section 11 hereof), provided,
however, in no event shall the total compensation paid to the Agents exceed 8.0% of the gross proceeds to the Company from the sale of
Placement Shares. |
| (i) | Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectuses in the section entitled “Use
of Proceeds.” |
| (j) | Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five trading days following the
termination of any Placement Notice given hereunder, the Company shall provide the Agents notice as promptly as reasonably possible before
it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any Common Shares (other than Placement
Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants
or any rights to purchase or acquire Common Shares; provided, that such notice shall not be required in connection with the (i) issuance,
grant or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity
awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the Prospectuses, (ii) the issuance
of securities in connection with an acquisition, merger or sale or purchase of assets or (iii) the issuance or sale of Common Shares
pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed
to the Agents in advance or (iv) any Common Shares issuable upon the exchange, conversion or redemption of securities or the exercise
of warrants, options or other rights in effect or outstanding. |
| (k) | Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement
Notice or sell Placement Shares, advise the Agents promptly after it shall have received notice or obtained knowledge thereof, of any
information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to
the Agents pursuant to this Agreement. |
| (l) | Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agents or their
agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available
documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agents may
reasonably request. |
| (m) | Filings Related to Placement of Placement Shares. The Company agrees to (i) disclose in its quarterly reports, annual
information form or annual financial statements/annual report on Form 40-F or 20-F and, if requested by the Agents, in prospectus
supplements to be filed from time to time, the number of Placement Shares sold through the Agents, the Net Proceeds to the Company and
the compensation payable by the Company to the Agents with respect to such Placement Shares; and (ii) deliver such number of copies
of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or
regulations of such exchange or market. |
| (n) | Representation Dates; Certificate. On or prior to the First Delivery Date hereof and each time the Company (i) files a
Prospectus relating to the Placement Shares or amends or supplements the Canadian Base Prospectus, the Registration Statement or any Prospectus
relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by
reference into the Canadian Base Prospectus, the Registration Statement or any Prospectus relating to the Placement Shares; (ii) files
an annual report on Form 20-F or Form 40-F under the Exchange Act; (iii) files quarterly financial statements on Form 6-K
under the Exchange Act; or (iv) files a report on Form 6-K containing amended financial information (other than an earnings
release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall
be a “Representation Date”); the Company shall furnish the Agents with a certificate, in the form attached hereto
as Exhibit 7(n), within three (3) Trading Days of any Representation Date if requested by the Agents. The requirement
to provide a certificate under this Section 7(n) shall be waived for any Representation Date occurring at a time at which
no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice
hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided,
however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F
or Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation
Date when the Company relied on such waiver and did not provide the Agents with a certificate under this Section 7(n), then
before the Company delivers the Placement Notice or the Designated Agent sells any Placement Shares, the Company shall provide the Agents
with a certificate, in the form attached hereto as Exhibit 7(n), dated the date of the Placement Notice. |
| (o) | Legal Opinions. Within one (1) Trading Date of the date hereof and within three (3) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n)
for which no waiver is applicable, the Company shall cause to be furnished to the Agents written opinions of Dorsey & Whitney
LLP, U.S. counsel for the Company (“Company U.S. Counsel”), and Koffman Kalef LLP, Canadian counsel for the
Company (“Company Canadian Counsel” and collectively, “Company Counsel”), or other
counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and their counsel, dated the date that the opinion
is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(o)(i) and Exhibit 7(o)(ii),
respectively, modified, as necessary, to relate to the Canadian Base Prospectus, the Registration Statement and the Prospectuses as then
amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may
furnish the Agents with a letter (a “Reliance Letter”) to the effect that the Agents may rely on a prior opinion
delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements
in such prior opinion shall be deemed to relate to the Canadian Base Prospectus, the Registration Statement and the Prospectuses, as amended
or supplemented at such Representation Date). |
| (p) | Title Opinion. Within one (1) Trading Day of the date hereof and within three (3) Trading Days of (i) each time
the Company files an annual report on Form 20-F or Form 40-F under the Exchange Act, (ii) any material change to the ownership
or title of the Company to the Mining Claims in respect of the Mineral Properties or (iii) the determination by the Company that
any other property is material to the Company, the Company shall cause to be furnished to the Agents a written opinion of Cereceres Estudio
Legal, S.C. (or other counsel satisfactory to the Agents) as to the ownership and title of the Company to the Mining Claims in respect
of the Mineral Properties and any such other material property and with respect to such other matters related to the transactions contemplated
hereby as may be reasonably requested by the Agents; provided, however, that the Company shall not be required to deliver
such opinion if during such period the Company is not obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) as
a result of a waiver from such requirement. |
| (q) | Comfort Letter. Within one (1) Trading Day of the date hereof and within three (3) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for
which no waiver is applicable, the Company shall cause its independent accountants to furnish the Agents letters (the “Comfort
Letters”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to the Agents, (i) confirming
that they are an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB and are independent
with respect to the Company as required by Canadian Securities Laws, (ii) stating, as of such date, the conclusions and findings
of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters”
to the Agents in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)
and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had
it been given on such date and modified as necessary to relate to the Canadian Base Prospectus, the Registration Statement and the Prospectuses,
as amended and supplemented to the date of such letter. |
| (r) | Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or
that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Placement Shares or to result in a violation of Regulation M under the Exchange Act or
(ii) sell, bid for, or purchase the Common Shares to be issued and sold pursuant to this Agreement, or pay anyone any compensation
for soliciting purchases of the Placement Shares other than the Agents. |
| (s) | Insurance. The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering
such risks as is reasonable and customary for the business for which it is engaged. |
| (t) | Compliance with Laws. The Company and each of its subsidiaries shall maintain, or cause to be maintained, all material environmental
permits, licenses and other authorizations required by federal, provincial, state and local law in order to conduct their businesses as
described in the Prospectuses, and the Company and each of its subsidiaries shall conduct their businesses, or cause their businesses
to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except
where the failure to maintain or be in compliance with such permits, licenses and authorizations could not reasonably be expected to result
in a Material Adverse Change. |
| (u) | Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor
its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such
term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that
are not considered an investment company. |
| (v) | Canadian Securities Laws, Securities Act and Exchange Act. The Company will use its best efforts to comply with all requirements
imposed upon it by Canadian Securities Laws, the Securities Act and the Exchange Act as from time to time in force, so far as necessary
to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectuses. |
| (w) | No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance
by the Company and the Agents in their capacity as principal or agent hereunder, neither the Agents nor the Company (including its agents
and representatives, other than the Agents in their capacity as such) will make, use, prepare, authorize, approve or refer to any written
communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer
to sell or solicitation of an offer to buy Common Shares hereunder |
| (x) | Sarbanes-Oxley Act. The Company and its subsidiaries will use their best efforts to comply with all effective applicable provisions
of the Sarbanes-Oxley Act. |
| (y) | Actively-Traded Security. The Common Shares are an “actively-traded security” exempted from the requirements of
Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule. |
| 8. | Conditions to the Agents’ Obligations. The obligations of the Agents hereunder with respect to a Placement will be subject
to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by
the Company of its obligations hereunder, to the completion by the Agents of a due diligence review satisfactory to each Agent in its
reasonable judgment, and to the continuing satisfaction (or waiver by the Agents in their sole discretion) of the following additional
conditions: |
| (a) | Registration Statement Effective. The Registration Statement shall be effective and shall be available for (i) all sales
of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued
by any Placement Notice. |
| (b) | No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or
any of its subsidiaries of any request for additional information from any Canadian Qualifying Authority, the Commission or any other
federal, provincial or state governmental authority during the period of effectiveness of the Canadian Base Prospectus and the Registration
Statement, the response to which would require any post-effective amendments or supplements to the Canadian Base Prospectus, the Registration
Statement or the Prospectuses; (ii) the issuance by any Canadian Qualifying Authority or the Commission or any other federal, provincial
or state governmental authority of any stop order or other order suspending the use of the Canadian Base Prospectus or any Canadian Prospectus
Supplement or the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt
by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement
Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any
event that makes any material statement made in the Canadian Base Prospectus, the Registration Statement or the Prospectuses or any material
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of
any changes in the Canadian Base Prospectus, the Registration Statement, the Prospectuses or such documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and, that in the case of each of the Canadian Base Prospectus
and each Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and,
that in the case of the Canadian Prospectus, it will contain full, true and plain disclosure of all material facts relating to the Company
and the Common Shares. |
| (c) | No Misstatement or Material Omission. The Agents shall not have advised the Company that the Registration Statement or any
Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in any Agent’s reasonable opinion
is material, or omits to state a fact that in any Agent’s opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading. |
| (d) | Material Changes. Except as contemplated in the Prospectuses, or disclosed in the Company’s reports filed or furnished
to the Canadian Qualifying Authorities and the Commission, there shall not have been any Material Adverse Change, on a consolidated basis,
in the authorized share capital of the Company or any Material Adverse Change or any development that could reasonably be expected to
result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities
(other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under
surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which,
in the case of any such action by a rating organization described above, in the reasonable judgment of any Agent (without relieving the
Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with
the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectuses. |
| (e) | Company Counsel Legal Opinions. The Agents shall have received the opinions of Company Counsel required to be delivered pursuant
to Section 7(o) on or before the date on which such delivery of such opinion is required pursuant to Section 7(o). |
| (f) | Title Opinion. The Agents shall have received the opinion(s) required to be delivered pursuant to Section 7(p) on
or before the date on which such delivery of such opinion(s) is required pursuant to Section 7(p). |
| (g) | Agents Counsel Legal Opinion. The Agents shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, United
States counsel for the Agents, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion
is required pursuant to Section 7(o), with respect to such matters as the Agents may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for enabling them to pass upon such matters. |
| (h) | Comfort Letter. The Agents shall have received the Comfort Letter required to be delivered pursuant to Section 7(q) on
or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(q). |
| (i) | Representation Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section 7(n) on
or before the date on which delivery of such certificate is required pursuant to Section 7(n). |
| (j) | Secretary’s Certificate. On or prior to the First Delivery Date, the Agents shall have received a certificate, signed
on behalf of the Company by its corporate Secretary, in form and substance satisfactory to the Agents and their counsel. |
| (k) | No Suspension. Trading in the Common Shares shall not have been suspended on NYSE or the TSX. |
| (l) | FINRA. FINRA shall not have objected to the fairness or reasonableness of the terms or arrangements under this Agreement. |
| (m) | Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(n),
the Company shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may have
reasonably requested. All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof.
The Company will furnish the Agents with such conformed copies of such opinions, certificates, letters and other documents as the Agents
shall have reasonably requested. |
| (n) | Approval for Listing. The Placement Shares shall either have been (i) approved for listing on NYSE, subject only to notice
of issuance, and conditionally approved for listing on the TSX or (ii) the Company shall have filed an application for listing of
the Placement Shares on the TSX and NYSE at, or prior to, the issuance of any Placement Notice |
| (o) | Agent for Service. The Company shall have furnished to the Agents satisfactory evidence of its due and valid authorization
of CT Corporation System as its agent to receive service of process in the United States pursuant to Section 16 hereof, and
satisfactory evidence from CT Corporation System accepting its appointment as such agent. |
| (p) | No Termination Event. There shall not have occurred any event that would permit the Agents to terminate this Agreement pursuant
to Section 11(a). |
| 9. | Indemnification and Contribution. |
| (a) | Company Indemnification. The Company agrees to indemnify and hold harmless each Agent, the directors, officers, partners, employees
and agents of each Agent and each person, if any, who (i) controls any Agent within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with an Agent (an “Agent
Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to,
any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement
(in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying
parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which each
Agent, or any such person, may become subject under Canadian Securities Laws, the Securities Act, the Exchange Act or other federal, provincial
or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise
out of or are based, directly or indirectly, on (w) any untrue statement or alleged untrue statement of a material fact contained
in the Canadian Base Prospectus, the Registration Statement or any Prospectus or any amendment or supplement to the Canadian Base Prospectus,
the Registration Statement or any Prospectus or in any free writing prospectus or in any application or other document executed by or
on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to
qualify the Common Shares under the securities laws thereof or filed with Canadian Regulatory Authorities or the Commission, (x) the
omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements
in it not misleading, (y) the failure of the Canadian Base Prospectus or the Canadian Prospectus or any amendment or supplement to
the Canadian Base Prospectus or the Canadian Prospectus to contain full, true and plain disclosure of all material facts relating to the
Common Shares and to the Company or (z) any breach by any of the indemnifying parties of any of their respective representations,
warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply
to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement
and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information
relating to an Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (w) of
this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have. |
| (b) | Indemnification by the Agents. Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company and
its directors and each officer of the Company that signed the Canadian Base Prospectus and the Registration Statement, and each person,
if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) against
any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Canadian Base Prospectus
(or any amendments thereto), the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent
expressly for inclusion in any document as described in clause (x) of Section 9(a). |
| (c) | Procedure. Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party
or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy
of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any
liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that
it may have to any indemnified party under the foregoing provision of this Section 9 unless, and only to the extent that,
such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against
any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate
in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,
with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of
its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses
except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection
with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other
charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified
party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice
of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party)
between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense
of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable
fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any
one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying
party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim
effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle
or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters
contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise
or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such
claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of any indemnified party. |
| (d) | Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to
be unavailable from the Company or the Agents, the Company and the Agents will contribute to the total losses, claims, liabilities, expenses
and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other
than the Agents, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed
the Canadian Base Prospectus and the Registration Statement and directors of the Company, who also may be liable for contribution) to
which the Company and the Agents may be subject in such proportion as shall be appropriate to reflect the relative benefits received by
the Company on the one hand and the Agents on the other. The relative benefits received by the Company on the one hand and the Agents
on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before
deducting expenses) received by the Company bear to the total compensation received by the Agents from the sale of Placement Shares on
behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation
of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing
sentence but also the relative fault of the Company, on the one hand, and the Agents, on the other, with respect to the statements or
omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agents, the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contributions
pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result
of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 9(d) shall
be deemed to include, for the purpose of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 9(c) hereof.
Notwithstanding the foregoing provisions of this Section 9(d), no Agent shall be required to contribute any amount in excess
of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9(d), any person who controls a party to this Agreement within the meaning
of the Securities Act, and any officers, directors, partners, employees or agents of each Agent, will have the same rights to contribution
as that party, and each officer of the Company who signed the Canadian Base Prospectus and the Registration Statement will have the same
rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this
Section 9(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will
not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 9(d) except
to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from
whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c) hereof,
no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required
pursuant to Section 9(c) hereof. |
| 10. | Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9
of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive,
as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agents, any controlling persons, or
the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement
Shares and payment therefor or (iii) any termination of this Agreement. |
| (a) | An Agent shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement with respect to itself,
but not with respect to any other Agent, if (i) any Material Adverse Change, or any development that could reasonably be expected
to result in a Material Adverse Change has occurred that, in the reasonable judgment of such Agent, may materially impair the ability
of such Agent to sell the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement
on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another
person to deliver) any certification, opinion, or letter required under Sections 7(n), 7(o), 7(p) or 7(q) such
Agent’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty
(30) days from the date such delivery was required; or (iii) any other condition of such Agent’s obligations hereunder is not
fulfilled, or (iv), any suspension or limitation of trading in the Placement Shares or in securities generally on NYSE or the TSX shall
have occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h) (Expenses),
Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery),
Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof shall remain
in full force and effect notwithstanding such termination. If an Agent elects to terminate this Agreement as provided in this Section 11(a),
such Agent shall provide the required notice as specified in Section 12 (Notices). |
| (b) | The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement
in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any
other party except that the provisions of Section 7(h), Section 9, Section 10, Section 16
and Section 17 hereof shall remain in full force and effect notwithstanding such termination. |
| (c) | Each of the Agents shall have the right, by giving ten (10) days’ notice as hereinafter specified, to terminate this Agreement
in its sole discretion with respect to itself, but not with respect to any other Agent, at any time after the date of this Agreement.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h),
Section 9, Section 10, Section 16 and Section 17 hereof shall remain in full force and
effect notwithstanding such termination. |
| (d) | Unless earlier terminated pursuant to this Section 11, this Agreement
shall automatically terminate upon the earlier of (i) July 16, 2025 or (ii) the issuance and sale of all of the
Placement Shares through the Agents on the terms and subject to the conditions set forth herein; provided that the provisions of
Section 7(h), Section 9, Section 10, Section 16 and Section 17 hereof shall
remain in full force and effect notwithstanding such termination. |
| (e) | This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c), or (d) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all
cases be deemed to provide that Section 7(h), Section 9, Section 10, Section 16 and Section 17
shall remain in full force and effect. |
| (f) | Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that
such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents or the Company,
as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares
shall settle in accordance with the provisions of this Agreement. |
| 12. | Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to
the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to the Agents, shall be delivered
to BMO at BMO Capital Markets Corp., 151 W 42nd Street, 32nd Floor, New York, New York 10036, Attention: Brad Pavelka,
Carter Hohmann and Eileen Connors; CIBC at CIBC World Markets Inc., 400 Burrard Street, 12th Floor, Vancouver, British Columbia V6C 3A6,
Attention: Matt Dugaro; TD at TD Securities (USA) LLC, One Vanderbilt Avenue, New York, NY 10117, Attention: Equity Capital Markets; Raymond
James at Raymond James (USA) Ltd., Scotia Plaza, 40 King Street W, 54th Floor, Toronto, Ontario M5H 3Y2, Attention: Gavin McOuat; B. Riley
at B. Riley Securities, Inc., 299 Park Avenue, 7th Floor, New York, NY 10171, Attention: Seth Appel, Ernie Dahlman, Scott Ammaturo,
Keith Pompliano and Jason Petchenick; H.C. Wainwright at H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY
10022, Attention: Head of Investment Banking; AGP at 590 Madison Avenue, New York, NY 10022, Attention: Thomas Higgins; and Stifel at
1055 West Hastings Street, Suite 1010, Vancouver, British Columbia, Attention: Dan Barnholden and Rosemary Teixeira, or if sent to
the Company, shall be delivered to Endeavour Silver Corp., 1130-609 Granville Street, Vancouver, BC V7Y 1G5, email: ddickson@edrsilver.com,
attention: Dan Dickson with a copy to Koffman Kalef LLP, 19th Floor, 885 West Georgia Street, Vancouver, BC, V6C 3H4, email:
bp@kkbl.com, attention: Bernard Poznanski and Dorsey & Whitney LLP, email: brenkert.jason@dorsey.com, attention: Jason K. Brenkert.
Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address
for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by email on or before
4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business
Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business
Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes
of this Agreement, “Business Day” shall mean any day on which the NYSE and the TSX and commercial banks in the
City of New York and the City of Toronto are open for business. |
| 13. | Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agents and their
respective successors and the affiliates, controlling persons, officers and directors referred to in Section 9 hereof. References
to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other
party; provided, however, that each Agent may assign its rights and obligations hereunder to an affiliate of such Agent
without obtaining the Company’s consent. |
| 14. | Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Shares. |
| 15. | Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may
be amended except pursuant to a written instrument executed by the Company and the Agents. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent
jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,
and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision
was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof
shall be in accordance with the intent of the parties as reflected in this Agreement. |
| 16. | Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute
hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. By the execution and delivery of
this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation
System at 28 Liberty Street, New York, NY 10005, (together
with any successor, the “Agent for Service”) as its authorized agent upon which process may be served in any
suit or proceeding arising out of or relating to this Agreement that may be instituted in any state or federal court sitting in the City
of New York, borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has
accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and
effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return
receipt requested) to such party at the address in effect for notices to it under this Agreement (or, in the case of the Company, to the
Agent of Service) and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. |
| 17. | Waiver of Jury Trial. The Company and the Agents each hereby irrevocably waives any right it may have to a trial by jury in
respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby. |
| 18. | Absence of Fiduciary Relationship. The Company acknowledges and agrees that: |
| (a) | the Agents have been retained solely to act as sales agent in connection with the sale of the Common Shares and that no fiduciary,
advisory or agency relationship between the Company and the Agents has been created in respect of any of the transactions contemplated
by this Agreement, irrespective of whether any Agent has advised or is advising the Company on other matters; |
| (b) | the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated by this Agreement; |
| (c) | the Company has been advised that the Agents and their respective affiliates are engaged in a broad range of transactions which may
involve interests that differ from those of the Company and that the Agents have no obligation to disclose such interests and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship; and |
| (d) | the Company waives, to the fullest extent permitted by law, any claims it may have against the Agents, for breach of fiduciary duty
or alleged breach of fiduciary duty and agrees that the Agents shall have no liability (whether direct or indirect) to the Company in
respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including
stockholders, partners, employees or creditors of the Company. |
| 19. | Judgment Currency. In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid
in a currency (the “Judgment Currency”) other than United States dollars, the Company will indemnify the Agents
against any loss incurred by the Agents as a result of any variation as between (i) the rate of exchange at which the United States
dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at
which the Agents are able to purchase United States dollars with the amount of judgment currency actually received by the Agents. If the
United States dollars so purchased are greater than the sum originally due to the Agents hereunder, the Agents agree to pay to the Company
an amount equal to the excess of the United States dollars purchased over the sum originally due to the Agents. The foregoing indemnity
shall constitute a separate and independent obligation of the parties hereto and shall continue in full force and effect notwithstanding
any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable
in connection with the purchase of or conversion into United States dollars. |
| 20. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made
by facsimile transmission. |
| 21. | Definitions. As used in this Agreement, the following term has the meaning set forth below: |
| (a) | “Applicable Time” means the date of this Agreement, each Representation Date, the date on which a Placement
Notice is given, and any date on which Placement Shares are sold hereunder. |
| 22. | Currency. As used in this Agreement, “US$” and “United States dollars” means the lawful money of the
United States and “C$” and “Canadian dollar” means the lawful money of Canada. |
[Remainder of Page Intentionally Blank]
If the foregoing correctly sets forth the understanding
between the Company and the Agents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement between the Company and the Agents.
|
Very
truly yours, |
|
|
|
BMO
CAPITAL MARKETS CORP. |
|
|
|
By: |
/s/ Brad Pavelka |
|
|
Name: Brad Pavelka |
|
|
Title: Managing Director |
|
|
|
CIBC
WORLD MARKETS INC. |
|
|
|
By: |
/s/ Matt Dugaro |
|
|
Name: Matt Dugaro |
|
|
Title: Managing Director |
|
|
|
TD
SECURITIES (USA) LLC |
|
|
|
By: |
/s/ Brad Limpert |
|
|
Name: Brad Limpert |
|
|
Title: Managing Director |
|
|
|
RAYMOND
JAMES (USA) LTD. |
|
|
|
By: |
/s/ Sean Boyle |
|
|
Name: Sean Boyle |
|
|
Title: Senior Managing Director |
|
|
|
By: |
/s/ Gavin McOuat |
|
|
Name: Gavin McOuat |
|
|
Title: Senior Managing Director |
|
B.
RILEY SECURITIES, INC. |
|
|
|
By: |
/s/ Patrice McNicoll |
|
|
Name: Patrice McNicoll |
|
|
Title: Co-Head of Investment Banking |
|
|
|
H.C.
WAINWRIGHT & CO., LLC |
|
|
|
By: |
/s/ Mark W. Viklund |
|
|
Name: Mark W. Viklund |
|
|
Title: Chief Executive Officer |
|
|
|
A.G.P./ALLIANCE
GLOBAL PARTNERS |
|
|
|
By: |
/s/ Thomas Higgins |
|
|
Name: Thomas Higgins |
|
|
Title: Managing Director |
|
|
|
STIFEL
NICOLAUS CANADA INC. |
|
|
|
By: |
/s/ Dan Barnholden |
|
|
Name: Dan Barnholden |
|
|
Title: Managing Director |
[Endeavour - Signature Page to Sales Agreement]
|
ACCEPTED
as of the date first-above written: |
|
|
|
|
ENDEAVOUR SILVER CORP. |
|
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
[Endeavour - Signature Page to Sales Agreement]
SCHEDULE 1
FORM OF PLACEMENT NOTICE
From: |
[ ] |
Cc: |
[ ] |
To: |
[ ] |
Subject: At
the Market Offering—Placement Notice
Gentlemen:
Pursuant
to the terms and subject to the conditions contained in the Sales Agreement among Endeavour Silver Corp. (the “Company”),
BMO Capital Markets Corp. CIBC World Markets Inc., TD Securities (USA) LLC, Raymond James (USA) Ltd., B. Riley Securities, Inc.,
H.C. Wainwright & Co., LLC, A.G.P/Alliance Global Partners and Stifel Nicolaus Canada Inc. dated [ ]
(the “Agreement”), I hereby request on behalf of the Company that [ ] sell up to [ ] of the Company’s
common shares, no par value, at a minimum market price of US$ per
share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold].
SCHEDULE 2
Individuals from Company
Dan Dickson
Christine West
Individuals from BMO
Brad Pavelka
Carter Hohmann
Eileen Connors
Individuals from CIBC
Matt Dugaro
Rob Magwood
Individuals from TD
Dorian Cochran
Chris John
Brad Limpert
Individuals from Raymond James
Sara Minatel
Jessica Ng
Individuals from B. Riley
Seth Appel
Ernie Dahlman
Scott Ammaturo
Keith Pompliano
Jason Petchenick
Individuals from H.C. Wainwright
Craig Schwabe
Charles Worthman
Individuals
from AGP
Thomas Higgins
Individuals
from Stifel
Dan Barnholden
Rosemary Teixeira
SCHEDULE 3
Compensation
The Agents
shall be paid compensation of 2.00% of the gross proceeds from the sales of Common Shares pursuant to the terms of this Agreement.
SCHEDULE 4
Mineral Properties
Bolañitos Mines Project
Guanaceví Mines Project
Terronera Project
Parral Project
Pitarrilla Project
Exhibit 7(o)(i)
| 1. | The Registration Statement has become effective under the Securities Act; the Form F-X was filed with the Commission prior to
the effectiveness of the Registration Statement; the filing of the U.S. Prospectus has been made in the manner and within the time period
required by General Instruction II.L of Form F-10; to our knowledge, no stop order suspending the effectiveness of the Registration
Statement or any notice objecting to its use has been issued, no proceedings for that purpose have been instituted or threatened. |
| 2. | The Registration Statement, at the time it became effective, and the U.S. Prospectus, as of the date of its filing with the Commission
and as of the date hereof (except for (i) the financial statements and related schedules, including the notes and schedules thereto
and the auditor’s report thereon and any other financial, statistical, or accounting data (including XBRL data), included or incorporated
by reference in, or excluded from, the Registration Statement or the U.S. Prospectus, and (ii) mineral resource, mineral reserve
and other geological information included or incorporated by reference in, or excluded from, the Registration Statement or the U.S. Prospectus
in each case other than the financial statements, financial statement schedules and other financial information included or incorporated
by reference therein or omitted therefrom, as to which we express no opinion) and the Form F-X, as of the date of its filing with
the Commission, appear on their face to be appropriately responsive in all material respects to the applicable requirements of the Securities
Act and the rules and regulations promulgated thereunder. |
| 3. | Assuming due authorization, execution and delivery of the Sales Agreement under the laws of the Province of British Columbia and the
federal laws of Canada applicable therein, the Sales Agreement (to the extent that execution and delivery are governed by the laws of
the State of New York) has been duly executed and delivered by the Company. |
| 4. | Under the laws of the State of New York relating to submission of personal jurisdiction, the Company has, pursuant to Section 16
of the Sales Agreement, validly (i) submitted to the non-exclusive jurisdiction of any federal or state court in the City of New
York, borough of Manhattan, in any action based on or under the Sales Agreement, and (ii) appointed CT Corporation System by separate
written instrument as its authorized agent for the purposes described in Section 16 of the Sales Agreement. |
| 5. | The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus under the heading “Use of Proceeds” will not be, required to be registered as an “investment
company” under the Investment Company Act of 1940, as amended. |
| 6. | The Shares are duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock
Exchange. |
| 7. | The statements under the heading “Certain United States Federal Income Tax Considerations” in the Prospectus, to the extent
that they constitute summaries of United States federal law or regulation or legal conclusions, have been reviewed by us and fairly summarize
the matters described under that heading in all material respects, subject to the qualifications contained therein. |
| 8. | The statements included in the U.S. Prospectus under the heading “Plan of Distribution,” in so far as such statements
purport to summarize certain provisions of the Sales Agreement, fairly summarize such provisions in all material respects. |
| 9. | No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which
has not been obtained, taken or made, is required by the Company under any Applicable Law for the execution and delivery by the Company
of the Sales Agreement and the performance by the Company of its obligations thereunder. As used in this paragraph, “Applicable
Law” means those laws, rules and regulations of the United States of America and the State of New York, which in our experience
are normally applicable to the transactions of the type contemplated by the Sales Agreement, provided that such term does not include
any other state, municipal or other local laws, rules or regulations, or any antifraud, environmental, labor, tax, insurance, antitrust
or state securities or blue sky laws, rules or regulations, or any law, rule or regulation that is applicable to the Company,
the Shares, the Sales Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a
regulatory regime applicable to any party to the Sales Agreement or any of its affiliates due to the specific assets or business of such
party or such affiliate. As used in this paragraph, the term “Governmental Authority” means any executive, legislative, judicial,
administrative or regulatory body of the State of New York or of the United States of America. |
| 10. | Neither the issue and sale of the Shares, nor the consummation of any other of the transactions contemplated by the Sales Agreement
nor the fulfillment of the terms of the Sales Agreement will conflict with, result in a breach or violation of, or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to any Applicable Law, or any judgment, order or decree applicable
to the Company of any Governmental Authority. |
| 11. | To our knowledge, no person or entity has the right to require registration of the Shares or other securities of the Company because
of the filing or effectiveness of the Registration Statement or otherwise. |
We have participated in the preparation of the Registration Statement
and the U.S. Prospectus, and in conferences with officers and other representatives of the Company, Canadian counsel for the Company,
representatives of the independent accountants for the Company, Canadian and United States counsel for the Agent and representatives of
the Agent at which the contents of the Registration Statement and the U.S. Prospectus and related matters were discussed and although
we have not independently verified, and (except as to those matters and to the extent set forth in paragraphs number 7 and 8 in our accompanying
opinion addressed to you) are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement and the U.S. Prospectus, on the basis of such participation no facts have come to our
attention which have caused us to believe that (a) any part of the Registration Statement or any amendment thereof when such part
most recently became effective (including each deemed effective date with respect to the Agent pursuant to the Rules and Regulations)
contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; or (b) that the U.S. Prospectus (as of its issue date and as of the date
hereof) included or includes any untrue statement of material fact or omitted or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading (in each case of paragraphs (a) and
(b) above), other than (i) the financial statements, financial statement schedules and other financial information included
or incorporated by reference therein or omitted therefrom, as to which we express no opinion and (ii) the information derived from
the reports of or attributed to persons named in the U.S. Prospectus under the heading “Interest of Experts”, included or
incorporated by reference therein.
Exhibit 7(o)(ii)
| 1. | The Company is validly existing as a corporation in good standing under the laws of the Province of British Columbia, with all necessary
corporate power and authority to own or lease, as the case may be, and to conduct its business, each as described in the Canadian Prospectus. |
| 2. | The Company has all necessary corporate power and capacity to execute and deliver the Sales Agreement and perform its obligations
thereunder and to issue and sell the Placement Shares. |
| 3. | The Company has all necessary corporate power and capacity to certify and file the Canadian Prospectus and all necessary corporate
action has been taken by the Company to authorize the certification by it of the Canadian Prospectus and the filing thereof, as the case
may be, in each of the Qualifying Jurisdictions and in accordance with Canadian Securities Laws. |
| 4. | The Company’s authorized capital is as set forth in the Canadian Prospectus; the authorized capital of the Company conforms
to the description thereof contained in the Canadian Prospectus. |
| 5. | The Placement Shares have been duly and validly authorized, and, when issued and delivered to and paid for by the Agents pursuant
to the Sales Agreement, will be fully paid and non-assessable. |
| 6. | Subject only to the standard listing conditions, the Placement Shares have been conditionally approved for listing on the TSX. |
| 7. | To our knowledge, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator in the Province of British Columbia involving the Company or its property, of a character required to be disclosed
in the Canadian Prospectus which is not adequately disclosed therein. |
| 8. | To our knowledge, no order suspending the distribution of the Common Shares has been issued by the Reviewing Authority. |
| 9. | The Canadian Prospectus (other than financial statements or other financial information contained therein) comply as to form in all
material respects with the applicable requirements of the Canadian Securities Laws. |
| 10. | The Sales Agreement has been duly authorized, executed and delivered (as a matter of corporate law) by the Company. |
| 11. | Neither the issue and sale of the Placement Shares nor the consummation of any other of the transactions contemplated by the Sales
Agreement nor the fulfillment of the terms of the Sales Agreement will conflict with, result in a breach or violation of, or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the constating documents of the Company,
or (ii) any statute, law, rule, regulation, or, to our knowledge, judgment, order or decree applicable to the Company of any federal
court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or
any of its properties or of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority in the
Province of British Columbia having jurisdiction over the Company or any of its properties. |
| 12. | To our knowledge, no holders of securities of the Company have rights to the qualification of such securities under the Canadian Prospectus. |
| 13. | The Company is a reporting issuer (or the equivalent) under the Canadian Securities Laws of the Qualifying Jurisdictions and is not
included on a list of defaulting reporting issuers maintained by the Canadian Qualifying Authorities in any of the Qualifying Jurisdictions. |
| 14. | A court of competent jurisdiction in the Province of British Columbia (a “BC Court”) would give effect to
the choice of the law of the State of New York (“New York law”) as the governing law of contract claims under
the Sales Agreement, provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the
consequences of the laws of any other jurisdiction) and provided that such choice of law is not contrary to public policy, as that term
as is understood under the laws of the Province of British Columbia and the laws of Canada applicable therein (“Public Policy”).
We have no reason to believe that the choice of New York law to govern the Sales Agreement (except as to provisions in the Sales Agreement
providing for indemnity or contribution) is not bona fide or would be contrary to Public Policy. |
| 15. | The laws of the Province of British Columbia and the laws of Canada applicable therein permit an action to be brought in a BC Court
on a final and conclusive judgment in personam of a New York Court that is subsisting and unsatisfied respecting the enforcement
of the Sales Agreement that is not impeachable as void or voidable under New York law for a sum certain if: (i) the court rendering
such judgment had jurisdiction, as determined under the laws of the Province of British Columbia, over the judgment debtor and the subject
matter of the action; (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement
thereof would not be inconsistent with Public Policy or contrary to any order made by the Attorney-General of Canada under the Foreign
Extraterritorial Measures Act (Canada) or the Competition Tribunal under the Competition Act (Canada); (iii) the enforcement
of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws; (iv) the
action to enforce such judgment is commenced in compliance with applicable limitation periods under BC Law provided all rights to appeal
have been determined or expired; (v) in the case of a judgment obtained by default, there has been no manifest error in the granting
of such judgment; and (vi) no new admissible evidence, right or defense relevant to the action is discovered prior to the rendering
of judgment by a BC Court. Under the Currency Act (Canada), a BC Court may only give judgment in Canadian dollars. |
| 16. | No stamp or other issuance or transfer taxes or duties or withholding taxes are payable by or on behalf of the Agents to the Government
of Canada or the Government of British Columbia or any political subdivision thereof or any authority or agency thereof or therein having
power to tax in connection with the issue, sale and delivery of the Offered Shares by the Company pursuant to the Sales Agreement. |
Exhibit 7(n)
OFFICER CERTIFICATE
The
undersigned, the duly qualified and elected [ ], of Endeavour Silver
Corp., a corporation existing under the laws of British Columbia, Canada (the “Company”), does hereby certify
in such capacity and on behalf of the Company, pursuant to Section 7(n) of the Sales Agreement dated December 18, 2023
(the “Sales Agreement”) among the Company and BMO Capital Markets Corp., CIBC World Markets Inc., TD Securities
(USA) LLC, Raymond James (USA) Ltd., B. Riley Securities, Inc., H.C. Wainwright & Co., LLC, Alliance Global Partners and
Stifel Nicolaus Canada Inc. that to the best of the knowledge of the undersigned:
| (i) | the representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations
and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are
true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except
for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and
(B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in
all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made
on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true
and correct as of such date; and |
| (ii) | the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the
Sales Agreement at or prior to the date hereof. |
Exhibit
99.2
CONSENT OF EXPERT
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities (Newfoundland &
Labrador)
United States Securities and Exchange Commission
Re: Endeavour
Silver Corp. (the “Company”)
Reference is made to the Company’s final prospectus
supplement dated December 18, 2023 (the “Prospectus Supplement”) to the short form base shelf prospectus of
the Company dated June 16, 2023, and the Company’s registration statement on Form F-10 as filed with the United States
Securities and Exchange Commission on June 20, 2023 (File No. 333-272755) which includes, in part, the Prospectus Supplement
(the “Registration Statement”).
Reference is also
made to certain scientific and technical information contained in the Prospectus Supplement and the Registration Statement under the “Recent
Developments” section (the “QP Information”).
The undersigned
hereby consents to being named in the Prospectus Supplement and the Registration Statement and to the use and the inclusion in the Prospectus
Supplement and the Registration Statement of the QP Information.
The undersigned hereby confirms that:
| (a) | the undersigned has read the Prospectus Supplement and the Registration
Statement and all information specifically incorporated by reference therein; and |
| (b) | the undersigned has no reason to believe that there are any misrepresentations contained therein or incorporated
by reference therein that are (i) derived from the QP Information or (ii) within the undersigned’s knowledge as a
result of the services performed by the undersigned in connection with the QP Information. |
Dated: December 18, 2023
/s/ Dale
Mah, P. Geo. |
|
Dale
Mah, P. Geo. |
|
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