AGENCY AGREEMENTAgency Agreement • December 22nd, 2022 • American Lithium Corp. • British Columbia
Eight Capital ("Eight Capital"), Echelon Wealth Partners Inc. ("Echelon") and TD Securities Inc. ("TD Securities" and together with Eight Capital and Echelon the "Co-Lead Agents"), as co-lead agents, as well as Roth Canada ULC (together with the Co-Lead Agents, the "Agents" and, each individually, an "Agent") hereby understand that American Lithium Corp. (the "Corporation") hereby agrees to issue and sell up to 13,208,000 units (the "Units") of the Corporation at a price of $2.65 per Unit ("Offering Price") for an aggregate purchase price of up to $35,001,200. Each Unit consists of one common share of the Corporation (the "Unit Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Unit Warrant"). Each Unit Warrant entitles the holder thereof to purchase one common share of the Corporation (each a "Warrant Share") at a price of $4.00 per Warrant Share at any time on or before the date that is 24 months after the Closing Date (as defined
