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  Title	Endeavour Silver : UNDERWRITING AGREEMENT Form 6 K
  ID	4406711
  External ID	7322320626
  Author	Unknown
  Published Date	Nov. 21, 2024, 4:27 p.m.
  Summary	November 21, 2024 at 05:21 pm EST UNDERWRITING AGREEMENT November 21, 2024 Endeavour Silver Corp. 1130 - 609 Granville Street Vancouver, BC V7Y 1G5 Dear Mr. Dickson: BMO Nesbitt Burns Inc.
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  Content ID	2624186
  Key	ab1030e5-2fd8-4940-9526-550e3ddd69c6
  Content	November 21, 2024 at 05:21 pm EST UNDERWRITING AGREEMENT November 21, 2024 Endeavour Silver Corp. 1130 - 609 Granville Street Vancouver, BC V7Y 1G5 Dear Mr. Dickson: BMO Nesbitt Burns Inc. (the " Lead Underwriter "), and CIBC World Markets Inc., TD Securities Inc., Ventum Financial Corp. and H.C. Wainwright & Co., LLC (together with the Lead Underwriter, the " Underwriters " and each individually an " Underwriter ") hereby severally, and not jointly nor jointly and severally, offer to purchase from Endeavour Silver Corp. (the " Corporation ") in the respective percentages set forth in Section 22 hereof, and the Corporation hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 15,825,000 common shares of the Corporation (the " Firm Shares ") on an underwritten basis at a price of US$4.60 per Firm Share (the " Offering Price ") for aggregate gross proceeds of US$72,795,000. Upon and subject to the terms and conditions contained herein, the Corporation hereby grants to the Underwriters an option (the " Over-Allotment Option ") to purchase severally, and not jointly nor jointly and severally, in the respective percentages set forth in Section 22 hereof, up to an additional 1,582,500 common shares of the Corporation, being 10% of the aggregate number of Firm Shares issued hereunder (the " Additional Shares ") at a price of US$4.60 per Additional Share for the purposes of covering over-allotments and for market stabilization purposes. The Over-Allotment Option may be exercised in accordance with Section 16 hereof. The Firm Shares and the Additional Shares are collectively referred to herein as the " Offered Shares The undersigned understand that the Corporation has prepared and filed with each of the Canadian Securities Regulators (as defined below) in each of the Canadian Qualifying Jurisdictions (as defined below) the Canadian Base Shelf Prospectus (as defined below) in respect of the issuance, from time to time, of common shares, warrants, subscription receipts, debt securities and units of the Corporation, omitting the Shelf Information (as defined below) in accordance with National Instrument 44-101 - Short Form Prospectus Distributions NI 44-101 ") and National Instrument 44-102 - Shelf Distributions NI 44-102 ", and, together with NI 44-101, the " Shelf Procedures ") and that the Corporation has received a Dual Prospectus Receipt (as defined below) for the Canadian Base Shelf Prospectus on June 19, 2023. The term " Canadian Base Shelf Prospectus " means the final short form base shelf prospectus dated June 16, 2023 at the time the Dual Prospectus Receipt was issued with respect thereto in accordance with Canadian Securities Laws (as defined below), including the Shelf Procedures, 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 Securities Regulators (together with CSA Staff Notice 44-306 and BCI 44-503, the " WKSI Blanket Orders ") and includes all Documents Incorporated by Reference (as defined below) therein and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws. The Corporation has also prepared and filed a preliminary prospectus supplement relating to the Offering (as defined below), which excluded certain Shelf Information, with the Canadian Securities Regulators, in accordance with the Shelf Procedures (including the documents incorporated therein by reference, (the " Canadian Preliminary Prospectus Supplement The undersigned also understand that the Corporation has also prepared and filed with the U.S. Securities and Exchange Commission (the " SEC ") pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the SEC (the " MJDS "), a registration statement on Form F-10 (File No. 333-272755) covering the public offering and sale of the securities qualified under Applicable Securities Laws (as defined below) by the Canadian Base Shelf Prospectus, including the Firm Shares, under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and the rules and regulations promulgated thereunder (the " 1933 Act Regulations ") (the Canadian Base Shelf Prospectus, together with any documents incorporated therein by reference, any supplements or amendments thereto and with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, in the form included in such Form F-10, the " U.S. Base Prospectus "). The Canadian Base Shelf Prospectus and the U.S. Base Prospectus are hereinafter collectively sometimes referred to as the " Base Prospectuses ". The Corporation has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X (the " Form F-X ") at the time of the initial filing of the Registration Statement (as defined below). The Corporation has also prepared and filed with the SEC, in accordance with General Instruction II.L of Form F-10, the Canadian Preliminary Prospectus Supplement, with such deletions therefrom and additions or changes thereto, as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (the " U.S. Preliminary Prospectus Supplement In addition, the undersigned also understand that the Corporation will prepare and file, as promptly as possible and in any event by no later than 4:00 pm (Vancouver time) on the date hereof, with the Canadian Securities Regulators, in accordance with the Shelf Procedures, a final prospectus supplement setting forth the Shelf Information (including any documents incorporated therein by reference and any supplements or amendments thereto, the " Canadian Prospectus Supplement ") and with the SEC, within one Business Day following the filing of the Canadian Prospectus Supplement with the Canadian Securities Regulators, in accordance with General Instruction II.L of Form F-10, the Canadian Prospectus Supplement, with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (the " U.S. Prospectus Supplement "). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Base Shelf Prospectus for which a Dual Prospectus Receipt has been obtained, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Base Shelf Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the " Shelf Information ". The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively referred to as the " Prospectus Supplements ". The Canadian Preliminary Prospectus Supplement, including all documents incorporated by reference therein, together with the Canadian Base Shelf Prospectus, is hereinafter called the " Canadian Preliminary Prospectus The registration statement on Form F-10, including the U.S. Prospectus (as defined below), each as amended or supplemented, and the exhibits thereto and the documents incorporated by reference therein, in the form in which it became effective, is herein called the " Registration Statement ". The U.S. Preliminary Prospectus Supplement (including the documents incorporated by reference therein), together with the U.S. Base Prospectus, is hereinafter called a " U.S. Preliminary Prospectus ". The U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus are hereinafter collectively sometimes referred to as the " Preliminary Prospectuses ". The term " U.S. Prospectus " shall refer to the U.S. Base Prospectus as supplemented by the U.S. Prospectus Supplement, including, in each case, the documents incorporated by reference therein. Any reference to any amendment or supplement to the Registration Statement or the U.S. Preliminary Prospectus or U.S. Prospectus shall be deemed to refer to and include any documents filed with the SEC after the effective date of the Registration Statement or the date of the U.S. Base Prospectus, as applicable, and which are incorporated by reference in such Registration Statement or the U.S. Preliminary Prospectus or U.S. Prospectus at any time on or prior to the Closing Date (as defined below) (the period from the date hereof through and including the Closing Date, the " Offering Period "). The term " Canadian Prospectus " shall refer to the Canadian Base Shelf Prospectus, as supplemented by the Canadian Prospectus Supplement, including for greater certainty, in each case, the documents incorporated by reference therein. Any amendment to the Canadian Prospectus, and any amended or supplemented prospectus or auxiliary material, information, evidence, return, report, application, statement or document that may be filed by or on behalf of the Corporation under the Canadian Securities Laws at any time on or prior to end of the Offering Period, where such material is deemed to be incorporated by reference into the Canadian Prospectus, is referred to herein collectively as the " Supplementary Material ". Any reference herein to any "amendment" or "supplement" to the U.S. Preliminary Prospectus, the U.S. Base Prospectus, or the U.S. Prospectus shall be deemed to refer to and include (i) the filing of any document with the Canadian Securities Regulators or the SEC after the date of the U.S. Base Prospectus or the U.S. Prospectus, as the case may be, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the U.S. Securities Act, and (ii) any such document so filed. The U.S. Prospectus and the Canadian Prospectus are hereinafter collectively sometimes referred to as the " Prospectuses The U.S. Preliminary Prospectus, as supplemented by the Issuer Free Writing Prospectuses (as defined below), if any, and the information listed in Schedule F hereto, taken together, are hereinafter referred to collectively as the " Pricing Disclosure Package ". For purposes of this Agreement, the " Applicable Time " is 9:00 p.m. (E.S.T.) on the date of this Agreement. The Corporation and the Underwriters agree that (i) any offers or sales of the Offered Shares in Canada will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered in compliance with applicable Canadian Securities Laws; and (ii) any offers or sales of the Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of Financial Industry Regulatory Authority, Inc. (" FINRA "). H.C. Wainwright & Co., LLC will not, directly or indirectly, solicit offers to purchase or sell the Offered Shares in Canada. In consideration of the agreement on the part of the Underwriters to purchase the Offered Shares and in consideration of the services rendered and to be rendered by the Underwriters hereunder, the Corporation agrees to pay to the Lead Underwriter, on behalf of the Underwriters, at the Closing Time (as defined below), and at the Option Closing Time (as hereinafter defined), if any, a cash fee equal to 5% of the aggregate gross proceeds of the Offering (the " Underwriting Fee "), the payment of such fee to be reflected by the Underwriters making payment of the gross proceeds of the sale of the Firm Shares or the Additional Shares, as the case may be, to the Corporation less the amount of the Underwriting Fee. This Agreement shall be subject to the following terms and conditions: TERMS AND CONDITIONS Section Interpretation Where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively: 1933 Act Regulations " has the meaning given to it in the fourth paragraph of this Agreement; Additional Shares " has the meaning given to it in the second paragraph of this Agreement; affiliate " has the meaning given to it in the Business Corporations Act (British Columbia); Agreement " means the agreement resulting from the acceptance by the Corporation of the offer made by the Underwriters by this underwriting agreement; Agreements and Instruments " has the meaning given to it in Section 7(26); Applicable Securities Laws " means the Canadian Securities Laws and the U.S. Securities Laws; Applicable Time " has the meaning given to it in the seventh paragraph of this Agreement; Base Prospectuses " has the meaning given to it in the fourth paragraph of this Agreement; BCI 44-503 " has the meaning given to it in the third paragraph of this Agreement; Business Day " means any day, other than a Saturday or Sunday, on which banks are open for business in Vancouver, British Columbia and New York, New York; Canadian Base Shelf Prospectus " has the meaning given to it in the third paragraph of this Agreement; Canadian Preliminary Prospectus " has the meaning given to it in the fifth paragraph of this Agreement; Canadian Preliminary Prospectus Supplement " has the meaning given to it in the third paragraph of this Agreement; Canadian Prospectus " has the meaning given to it in the sixth paragraph of this Agreement; Canadian Prospectus Supplement " has the meaning given to it in the fifth paragraph of this Agreement; Canadian Offering Documents " means each of the Canadian Preliminary Prospectus and the Canadian Prospectus, including the Documents Incorporated by Reference and any Marketing Documents; Canadian Qualifying Jurisdictions " means each of the provinces of Canada, other than Quebec; Canadian Securities Regulators " means the securities regulatory authorities in each of the Canadian Qualifying Jurisdictions; Canadian Securities Laws " means all applicable securities laws of each of the Canadian Qualifying Jurisdictions, and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Canadian Qualifying Jurisdictions including, but not limited to, the WKSI Blanket Orders; CDS " means the CDS Clearing and Depository Services Inc.; Closing Date " has the meaning given to it in Section 14; Closing Time " has the meaning given to it in Section 14; Commission " means the British Columbia Securities Commission; Common Shares " means the common shares in the capital of the Corporation; Corporation " means Endeavour Silver Corp.; CSA Staff Notice 44-306 " has the meaning given to it in the third paragraph of this Agreement; Defaulting Underwriter " has the meaning given to it in Section 22(2); Distribution " means "distribution" or "distribution to the public" as those terms are defined in the Applicable Securities Laws; Documents Incorporated by Reference " means all interim and annual financial statements, management's discussion and analysis, business acquisition reports, management information circulars, annual information forms, material change reports, Marketing Documents and other documents that are or are required by Applicable Securities Laws to be incorporated by reference into the Offering Documents, as applicable; Dual Prospectus Receipt " means the receipt issued by the Commission and the Ontario Securities Commission dated June 19, 2023, which is deemed to also be a receipt of the other Canadian Securities Regulators pursuant to Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions , for the Canadian Base Shelf Prospectus and any Prospectus Amendment, as the case may be; EDGAR " means the Electronic Data Gathering, Analysis, and Retrieval system; Employee Plans " has the meaning given to it in Section 7(43); Environmental Laws " has the meaning given to it in Section 7(20); Financial Statements " means the audited annual financial statements of the Corporation and unaudited interim financial statements of the Corporation included in the Documents Incorporated by Reference, including the notes to such statements and the related auditors' report on such statements, as applicable; Firm Shares " has the meaning given to it in the first paragraph of this Agreement; Foreign Corruption Laws " has the meaning given to it in Section 7(50); Form F-X " has the meaning given to it in the fourth paragraph of this Agreement; Governmental Licenses " has the meaning given to it in Section 7(21); IFRS " means International Financial Reporting Standards as issued by the International Accounting Standards Board, as the same may be amended or supplemented from time to time; Indemnified Party " has the meaning given to it in Section 9(1); Intellectual Property Rights " has the meaning given to it in Section 7(59); Issuer Free Writing Prospectus " means an "issuer free writing prospectus" as defined in Rule 433 under the U.S. Securities Act relating to the Offered Shares that (i) is required to be filed with the SEC by the Corporation, (ii) is a "road show that is a written communication" within the meaning of Rule 433(d)(8)(i) under the U.S. Securities Act whether or not required to be filed with the SEC or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) under the U.S. Securities Act because it contains a description of the Offered Shares or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in the Corporation's records pursuant to Rule 433(g) under the U.S. Securities Act; IT Systems and Data " has the meaning given to it in Section 7(58); ITA " means the Income Tax Act (Canada), as amended; Lead Underwriter " has the meaning given to it in the first paragraph of this Agreement; Marketing Documents " means the marketing materials approved in accordance with Section 3(2); marketing materials " has the meaning given to it in NI 41-101; Material Adverse Effect " means any event, change, fact or state of being which could reasonably be expected to have a material and adverse effect on the business, affairs, capital, operation, permits, contractual arrangements, assets, management, condition (financial or otherwise), business prospects, financial position, shareholders' equity, results of operations, liabilities (absolute, accrued, contingent or otherwise) or properties of the Corporation and its consolidated interest in its subsidiaries, taken as a whole; material change " means a material change in or relating to the Corporation for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means a change in or relating to the business, operations or capital of the Corporation and its subsidiaries taken as a whole that would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation and includes a decision to implement such a change made by the board of directors of the Corporation or by senior management who believe that confirmation of the decision by the board of directors of the Corporation is probable; Material Contracts " has the meaning given to it in Section 7(23); material fact " means a material fact for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means a fact that would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation; Material Properties " means the Corporation's interest in the Bolañitos Mines Project, Guanacevà Mines Project, Terronera Project and Pitarrilla Project as described in the Offering Documents; Materials of Environmental Concern " has the meaning given to it in Section 7(20); Mining Claims " has the meaning given to it in Section 7(17); misrepresentation " means a misrepresentation for the purposes of the Applicable Securities Laws of an Offering Jurisdiction or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means: (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; MJDS " has the meaning given to it in the fourth paragraph of this Agreement; Money Laundering Laws " has the meaning given to it in Section 7(50); NI 43-101 " means National Instrument 43-101 - Standards for Disclosure for Mineral Projects NI 44-101 " means National Instrument 44-101 - Short Form Prospectus Distributions NI 44-102 " means National Instrument 44-102 - Shelf Distributions NI 51-102 " means National Instrument 51-102 - Continuous Disclosure Obligations NYSE " means the New York Stock Exchange, LLC; OFAC " has the meaning given to it in Section 7(52); Offered Shares " has the meaning given to it in the second paragraph of this Agreement; Offering " means the sale of Offered Shares pursuant to this Agreement; Offering Documents " means the Canadian Offering Documents and the U.S. Offering Documents; Offering Jurisdictions " means the United States and the Canadian Qualifying Jurisdictions; Offering Period " has the meaning given to it in the sixth paragraph of this Agreement; Offering Price " has the meaning given to it in the first paragraph of this Agreement; Option Closing Date " has the meaning given to it in Section 16(1); Option Closing Time " has the meaning given to it in Section 16(1); Over-Allotment Option " has the meaning given to it in the second paragraph of this Agreement; Preliminary Prospectuses " has the meaning given to it in the sixth paragraph of this Agreement; Pricing Disclosure Package " has the meaning given to it in the seventh paragraph of this Agreement; Prospectuses " has the meaning given to it in the sixth paragraph of this Agreement; Prospectus Amendment " means any amendment to the Prospectuses; Prospectus Supplements " has the meaning given to it in the fifth paragraph of this Agreement; Principals " has the meaning given to it in Section 7(11); Purchasers " means, collectively, each of the purchasers of the Offered Shares arranged by the Underwriters pursuant to the Offering; Registration Statement " has the meaning given to it in the sixth paragraph of this Agreement; Repayment Event " has the meaning given to it in Section 7(26); SEC " has the meaning given to it in the fourth paragraph of this Agreement; SEDAR+ " means the System for Electronic Document Analysis and Retrieval; Selling Firm " has the meaning given to it in Section 2(1); Shelf Information " has the meaning given to it in the fifth paragraph of this Agreement; Shelf Procedures " has the meaning given to it in the third paragraph of this Agreement; Subsidiaries " means Endeavour Gold Corporation, S.A. de C.V.; EDR Silver de Mexico S.A. de C.V., SOFOM ENR; Minera Plata Adelante S.A. de C.V.; Minera Santa Cruz y Garibaldi S.A. de C.V.; Refinadora Plata GuanacevÃ, S.A. de C.V.; Metalúrgica Guanacevà S.A de C.V.; Mina Bolañitos S.A. de C.V.; CompañÃa Minera del Cubo, S.A. de C.V.; Minas Lupycal, S.A. de C.V.; Metales Intearmericanos, S.A. de C.V.; Terronera Precious Metals S.A. de C.V.; Minera Pitarrilla S.A. de C.V.; Guanacevà Mining Services S.A. de C.V.; Rescursos Humanos GuanacevÃ, S.A. de C.V.; Servicios Administrativos Varal, S.A. de C.V.; Recursos Villalpando, S.A. de C.V.; Minera Plata Carina S.P.A.; Endeavour USA Holdings; Endeavour USA Corp.; MXRT Holdings Ltd.; and Endeavour Management Corp. and " Subsidiary " means any one of them; Supplementary Material " has the meaning given to it in the sixth paragraph of this Agreement; template version " has the meaning ascribed to such term in NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101; TSX " means the Toronto Stock Exchange; Underwriters " has the meaning given to it in the first paragraph of this Agreement; Underwriting Fee " has the meaning given to it in the ninth paragraph of this Agreement; Underwriters' Expenses " has the meaning given to it in Section 17; U.S. Base Prospectus " has the meaning given to it in the fourth paragraph of this Agreement; U.S. Exchange Act " means the United States Securities Exchange Act of 1934, as amended; U.S. Offering Documents " means the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus and the Pricing Disclosure Package; U.S. Preliminary Prospectus " has the meaning given to it in the sixth paragraph of this Agreement; U.S. Preliminary Prospectus Supplement " has the meaning given to it in the fourth paragraph of this Agreement; U.S. Prospectus " has the meaning given to it in the sixth paragraph of this Agreement; U.S. Prospectus Supplement " has the meaning given to it in the fifth paragraph of this Agreement; U.S. Securities Act " has the meaning given to it in the fourth paragraph of this Agreement; U.S. Securities Laws " means all applicable United States securities laws, including, without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, any applicable state securities laws and any applicable federal or state laws, rules or regulations related to the registration or regulation of broker-dealers; United States " means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and WSKI Blanket Orders " has the meaning given to it in the third paragraph of this Agreement. Section Distribution of the Offered Shares Section Preparation of Prospectus; Marketing Materials; Due Diligence Section Material Changes Section Deliveries to the Underwriters provided, that with respect to (i) clauses (a) and (c) of this Section 5(1) if the documents are available on SEDAR+, they shall be deemed to have been delivered to the Underwriters as required by this Section 5(1); and (ii) clauses (b) and (d) of this Section 5(1), if the documents are available on EDGAR, they shall be deemed to have been delivered to the Underwriters as required by this Section 5(1). Section Regulatory Approvals The Corporation will make all necessary filings, obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid by the Corporation in connection with the transactions contemplated by this Agreement. The Corporation will qualify the Offered Shares for offering and sale under the Applicable Securities Laws of the Offering Jurisdictions and in such other jurisdictions as the Underwriters may designate and maintain such qualifications in effect for so long as required for the Distribution of the Offered Shares; provided, however, that (i) the Corporation shall not be obligated to make any material filing, file any prospectus, registration statement or similar document, consent to service of process, or qualify as a foreign corporation or as a dealer in securities in any of such other jurisdictions, or subject itself to taxation in respect of doing business in any of such other jurisdictions in which it is not otherwise so subject, or become subject to any additional periodic reporting or continuous disclosure obligations in such other jurisdictions, and (ii) the Underwriters and the Selling Firms shall comply with the applicable laws in any such designated jurisdiction in making offers and sales of Offered Shares therein. Section Representations and Warranties of the Corporation The Corporation represents and warrants to each of the Underwriters and acknowledges that the Underwriters are relying on such representations and warranties in entering into this Agreement. The representations and warranties of the Corporation contained in this Agreement shall be true as of the date hereof, the Closing Time and Option Closing Time, if applicable, and shall survive the completion of the transactions contemplated under this Agreement and remain in full force and effect thereafter for the benefit of the Underwriters. Section Representations, Warranties and Covenants of the Underwriters Section Indemnification provided that none of the foregoing indemnities apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the liabilities, claims, actions, suits, proceedings, losses, costs, damages or expenses resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party claiming indemnity, in which case such Indemnified Party shall promptly reimburse to the Corporation any funds advanced to the Indemnified Party in respect of such claim and the indemnity provided for in this Section 9 shall cease to apply to such Indemnified Party in respect of such claim. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Offering Document contained no misrepresentation shall constitute "gross negligence" or "wilful misconduct" for the purposes of this Section 9 or otherwise disentitle the Underwriters from indemnification hereunder. in each of cases (a), (b) or (c), the Corporation shall not have the right to assume the defence of such suit on behalf of the Indemnified Party, but the Corporation shall only be liable to pay the reasonable fees and disbursements of one firm of separate counsel for all Indemnified Parties in any jurisdiction. In no event shall the Corporation be required to pay the fees and disbursements of more than one set of counsel for all Indemnified Parties in respect of any particular claim or set of claims in one jurisdiction. No settlement may be made by an Indemnified Party without the prior written consent of the Corporation, which consent will not be unreasonably withheld. Section Contribution Section Covenants of the Corporation and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible time; Section All Terms to be Conditions The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation. Any breach or failure to comply with any of the conditions set out in this Agreement shall entitle the Underwriters to terminate their obligation to purchase the Offered Shares, by written notice to that effect given to the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by the Underwriters. Section Termination by Underwriters Section Closing The closing of the purchase and sale of the Firm Shares herein provided for shall be completed at 8:00 a.m. (E.S.T.) on November 27, 2024 or such other date and/or time as may be agreed upon in writing by the Corporation and the Underwriters, but in any event not later than the date which is 42 days after the date hereof (respectively, the " Closing Time " and the " Closing Date "), at the offices of Blake, Cassels & Graydon LLP. In the event that the Closing Time has not occurred on or before the date which is 42 days after the date hereof, this Agreement shall, subject to Section 13(2) hereof, terminate. Section Conditions of Closing and Option Closing Section Over-Allotment Option Section Expenses The Corporation will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or Distribution of the Offered Shares and the filing of the Offering Documents; (ii) the fees and expenses of the Corporation's legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering; and (iv) the actual and accountable out-of-pocket expenses of the Underwriters and actual and accountable reasonable fees and disbursements of the Underwriters' U.S. legal counsel to a maximum of US$125,000 and Canadian legal counsel to a maximum of C$100,000 (collectively, the " Underwriters' Expenses "). All actual and accountable reasonable fees and expenses incurred by the Underwriters, or on their behalf, shall be payable by the Corporation immediately upon receiving an invoice therefor from the Underwriters and shall be payable whether or not an offering is completed. At the option of the Lead Underwriters, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation on the closing of the Offering. In the event the Offering is not completed for any reason other than the failure by the Underwriters to comply with the terms of this Agreement or as a result to the exercise of the termination rights of the Underwriters set forth in this Agreement, the Corporation will pay the Underwriters' Expenses, as described in this Section 17. Section No Advisory or Fiduciary Relationship The Corporation acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the Offering Price of the Offered Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Corporation, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the Offering and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Corporation or its shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Corporation on other matters) and no Underwriter has any obligation to the Corporation with respect to the Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate. Section Notices Any notice to be given hereunder shall be in writing and may be given by facsimile, email or by hand delivery and shall, in the case of notice to the Corporation, be addressed and faxed, emailed or delivered to: Endeavour Silver Corp. 1130 - 609 Granville Street Vancouver, British Columbia V7Y 1G5 with a copy to (such copy not to constitute notice): Koffman Kalef LLP 1900 - 885 West Georgia Street Vancouver, British Columbia V6C 3H4 and to: Dorsey & Whitney LLP 400 - 1400 Wewatta Street Denver, CO 80202-5549 and in the case of the Underwriters, be addressed and faxed, emailed or delivered to: BMO Nesbitt Burns Inc. Suite 1700 - 885 West Georgia Street Vancouver, British Columbia V6C 3E8 and to: CIBC World Markets Inc. 12th Floor - 400 Burrard Street Vancouver, British Columbia V6C 3A6 and to: TD Securities Inc. 1700 - 700 West Georgia Street Vancouver, British Columbia V7Y 1B6 and to: Ventum Financial Corp. 2500 - 733 Seymour Street Vancouver, British Columbia V6B 0S6 and to: H.C. Wainwright & Co., LLC 430 Park Ave New York, NY 10022 with a copy to (such copy not to constitute notice): Blake, Cassels & Graydon LLP 3500 - 1133 Melville Street Vancouver, British Columbia V6E 4E5 and to: Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates One Manhattan West New York, NY 10001 The Corporation and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above. Section Actions on Behalf of the Underwriters All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters contemplated by Section 9, Section 12 and Section 13, shall be taken by the Lead Underwriters on the Underwriters' behalf and the execution of the Agreement by the Underwriters shall constitute the Corporation's authority for accepting notification of any such steps from, and for giving notice to, and for delivering any definitive certificate(s) representing the Offered Shares to, or to the order of, the Lead Underwriters. Section Survival The representations, warranties, obligations and agreements of the Corporation and of the Underwriters contained herein or delivered pursuant to this Agreement shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Underwriters of the Offered Shares and the Underwriters shall be entitled to rely on the representations and warranties of the Corporation contained in or delivered pursuant to this Agreement notwithstanding any investigation which the Underwriters may undertake or which may be undertaken on the Underwriters' behalf. Section Underwriters' Obligations (1) Sole Bookrunner. 5% work fee to BMO Nesbitt Burns Inc. Section Market Stabilization In connection with the Distribution of the Offered Shares, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Applicable Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time. Section Entire Agreement Any and all previous agreements with respect to the purchase and sale of the Offered Shares, whether written or oral, are terminated and this Agreement constitutes the entire agreement between the Corporation and the Underwriters with respect to the purchase and sale of the Offered Shares. Section Governing Law This Agreement shall be governed by and construed in accordance with the laws in force in the Province of British Columbia and the federal laws of Canada applicable therein. Section Time of the Essence Time shall be of the essence of this Agreement. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. - REMAINDER OF PAGE INTENTIONALLY BLANK - If the foregoing is in accordance with your understanding and is agreed to by you, will you please confirm your acceptance by signing the enclosed copies of this Agreement at the place indicated and delivering the same to the Underwriters. Yours truly, The foregoing is in accordance with our understanding and is accepted by us. SCHEDULE "A" SUBSIDIARIES A-1 SCHEDULE "B" MATTERS TO BE ADDRESSED IN THE CORPORATION'S CANADIAN COUNSEL OPINION B-1 B-2 SCHEDULE "C" MATTERS TO BE ADDRESSED IN THE CORPORATION'S U.S. COUNSEL OPINION 1. The statements in the U.S. Prospectus under the heading "Certain United States Federal Income Tax Considerations," to the extent that they constitute summaries of United States federal law or regulation or legal conclusions, have been reviewed by such counsel and fairly summarize the matters described under that heading in all material respects subject to the limitations, qualifications, exceptions and assumptions set forth therein and in such counsel's opinion. 2. The Registration Statement and the U.S. Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act, except for the financial statements, financial statement schedules and the notes thereto and the auditor's report thereon and other financial data, statistical data or accounting data (including XBRL data), included or incorporated by reference in or omitted from either of them, as to which such counsel need not express an opinion; and the Form F-X, as of its date, appears on its face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act. 3. The issuance and sale of the Offered Shares by the Corporation, the execution and delivery by the Corporation of the Agreement and the performance by the Corporation of its obligations thereunder will not violate those laws, rules and regulations of the United States of America and the State of New York, in each case which in such counsel's experience are normally applicable to the transactions of the type contemplated by the Agreement ("Applicable Law"). For purposes of such counsel's opinion, the term "Applicable Law" will not include federal securities laws (except for the purposes of the opinion expressed in paragraph 4 below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Corporation, the Offered Shares, the 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 Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate. 4. 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 Corporation under any Applicable Law for the issuance and sale of the Offered Shares by the Corporation, the execution and delivery by the Corporation of the Agreement and the performance by the Corporation of its obligations thereunder. For purposes of such counsel's opinion, the term "Governmental Authority" means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America. 5. The Corporation is not and, after giving effect to the offering and sale of the Offered Shares and the application of their proceeds as described in the U.S. 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, and the rules and regulations of the SEC promulgated thereunder. C-1 6. The Registration Statement has become effective under the Securities Act and to our knowledge, based solely on a review of the SEC's website, no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC. 7. Assuming due authorization, execution and delivery of the Underwriting Agreement under the laws of the Province of British Columbia and the federal laws of Canada applicable therein, the Underwriting Agreement has been duly executed and delivered by the Corporation, to the extent such execution and delivery are governed by the laws of the State of New York. 8. The Offered Shares are duly listed, and admitted and authorized for trading on the New York Stock Exchange. 9. To our knowledge, no person or entity has the right to require registration of Common Shares or other securities of the Corporation because of the filing or effectiveness of the Registration Statement or otherwise. C-2 SCHEDULE "D" FORM OF LOCK-UP AGREEMENT ______________, 2024 BMO Nesbitt Burns Inc. CIBC World Markets Inc. TD Securities Inc. Ventum Financial Corp. H.C. Wainwright & Co., LLC Re: Endeavour Silver Corp. - Lock-Up Agreement The undersigned, a director or officer of Endeavour Silver Corp. (the " Corporation "), understands that BMO Nesbitt Burns Inc. (the " Lead Underwriter "), and CIBC World Markets Inc., TD Securities Inc., Ventum Financial Corp. and H.C. Wainwright & Co., LLC (together with the Lead Underwriter, the " Underwriters " and each individually an " Underwriter ") have entered into an underwriting agreement with the Corporation providing for a public offering in Canada and the United States (the " Offering ") of common shares of the Corporation. The undersigned also acknowledges that the Underwriters have requested that the undersigned enter into this agreement as a condition of completion of the Offering and that, in consideration of the Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by the undersigned, the undersigned has agreed to enter into this agreement (the " Lock-Up Agreement ") in favour of the Underwriters. The undersigned represents and agrees that during the period beginning from the date hereof and ending 90 days from the closing date of the Offering (the " Lock-Up Period "), he, she or it shall not (and shall cause its affiliates not to) directly or indirectly, offer, sell, contract to sell, transfer, assign, pledge, grant any option to purchase, make any short sale or otherwise dispose of or monetize any common shares of the Corporation, or any options or warrants to purchase any common shares of the Corporation, or any securities convertible into, exchangeable for, or that represent the right to receive, common shares of the Corporation, now owned directly or indirectly by the undersigned, or under control or direction of the undersigned or with respect to which the undersigned has beneficial ownership as set out in Appendix "1" attached hereto (collectively, the " Undersigned's Securities "), or subsequently acquired, directly or indirectly by the undersigned, or under control or direction of the undersigned or with respect to which the undersigned acquires beneficial ownership (together with the Undersigned's Securities, the " Locked-up Securities ") or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Locked-up Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of the Corporation, securities of another person, cash or otherwise) or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing. D-1 Notwithstanding the foregoing, the undersigned may offer, sell, contract to sell, transfer, assign, pledge, grant an option to purchase, make any short sale or otherwise dispose of any of the Locked-up Securities, or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Locked-up Securities, whether directly or indirectly, during the Lock-Up Period: The undersigned understands that the Corporation and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's legal representatives, successors, and assigns, and shall enure to the benefit of the Corporation, the Underwriters and their legal representatives, successors and assigns. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto hereby agree to attorn to the non-exclusive jurisdictions of the court of the Province of British Columbia in connection with any dispute or claim hereunder. D-2 DATED this ____day of ______________, 2024 D-3 Appendix "1" to the Lock-Up Agreement UNDERSIGNED'S CURRENT SECURITY HOLDINGS OF ENDEAVOUR SILVER CORP. The undersigned hereby confirms that the undersigned owns, directly or indirectly, or has control or direction over the following securities of the Corporation: ________________________ ________________________ ________________________ ________________________ ________________________ D-4 SCHEDULE "E" Pricing Terms included in the Pricing Disclosure Package Number of Firm Shares Offered by the Corporation: 15,825,000 Number of Additional Shares Offered by the Corporation: 1,582,500 Public Offering Price per Share: US$4.60 Underwriting Commission per Share: US$0.23 None E-1 Attachments Original document Permalink Disclaimer Endeavour Silver Corporation published this content on November 21, 2024 , and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on November 21, 2024 at
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