Exhibit 10.1



MANAGEMENT   CONSULTING AGREEMENT BETWEEN: Executive Management Solutions Limited, a   limited liability company incorporated under the laws of British Columbia and   having its head office in North Vancouver, BC, Canada (“EMSL") AND:   Tidal Royalty Corp., a company incorporated under the laws of British   Columbia as Treminco Resources Ltd. on March 12, 1980. The name was changed   to Elkhorn Gold Mining Corporation on February 8, 1999 and to Tulloch   Resources Ltd. on October 12, 2011 and to Tidal Royalty Corp. on July 18,   2017. ("Company") AND: THEO VAN DER LINDE, of North Vancouver,   British Columbia, Canada (“TVL”) WHEREAS: A. The Company anticipates making   investments involving conventional equity, debt and other forms of   investments in private and public companies and anticipates seeking   investment opportunities in the US; B. The Company wishes to engage EMSL to   provide the services of TVL as CFO of the Company. C. The Company and EMSL   desire that the terms of the engagement be formally embodied in this   Agreement; THEREFORE in consideration of the recitals, the following   covenants and the payment of one dollar made by each of the parties to each   of the others, the receipt and sufficiency of which are acknowledged by each   party, the parties agree on the following terms: 


    




 










- 2 - 1.   ENGAGEMENT AND DURATION 1.1 Engagement The Company hereby engages EMSL to   provide the services of TVL as CFO of the Company and EMSL accepts such   engagement on the terms and conditions set forth in this Agreement. 1.2 Term   This Agreement shall commence on July 20, 2017 and shall continue   indefinitely unless and until terminated by either party in accordance with   this Agreement. 2. DUTIES 2.1 Performance of Duties EMSL shall cause TVL to   provide officer services to the Company as its CFO and such other services   and duties as may reasonably be assigned to the TVL from time to time by the   chief executive officer of the Company ("CEO"). EMSL shall cause   TVL, in exercising the powers and performing the functions of CFO: (a) to act   honestly and in good faith and in the best interests of the Company; (b) to   exercise the care, diligence and skill of a reasonably prudent person; (c) to   devote the time necessary to discharge the responsibilities assigned to the   CFO and to perform faithfully and efficiently such responsibilities; (d) to   protect the interests of the Company and its business to the best of his   ability and judgment and in a manner consistent with standards prevailing in   similar businesses in Canada and the United States; and (e) to comply   promptly and faithfully with the reasonable and lawful instructions,   directions, requests, rules, policies and regulations of the CEO and the   Company. (f) TVL may provide management services to other persons or   companies (private or public) provided that such outside activities do not   interfere with the performance of TVL's services pursuant to this Agreement.   Notwithstanding the above, TVL agrees to spend as much time reasonably   expected to fulfill his duties in line with expansion of the activities of   the Company. 


    




 










- 3 - 2.2   Principal Place of Work EMSL shall cause TVL to perform the principal duties   of CFO from Vancouver, British Columbia or at such other location as shall be   approved by the CEO. EMSL acknowledges that such duties and responsibilities   may involve a reasonable amount of traveling. 2.3 Reporting In the provision   of the services of CFO to the Company, EMSL agrees that TVL shall report to   the CEO and the Board. TVL shall provide individual subject, daily, weekly   and/or monthly confidential reports to the CEO, as requested in writing. 2.4   Personal Nature The obligations and rights of EMSL are based upon the   provision of the services of TVL and his singular skills, qualifications and   experience and EMSL shall not assign any person other than TVL to exercise   the powers and perform the functions of CFO of the Company. 2.5 Right to Use   Name and Likeness During the term of this Agreement, EMSL hereby grants to   the Company the right to use TVL's name, likeness and/or biography in   connection with the services provided by EMSL under this Agreement and in   connection with the advertising or exploitation of any project with respect   to which EMSL provides services for the Company. 3. FEES, COMPENSATION AND   BENEFITS 3.1 Fees The Company shall pay to EMSL for the services provided   under this Agreement an annual fee of CAD$72,000. Such fees shall be invoiced   to the Company by EMSL monthly and the Company shall pay such invoices, plus   applicable sales taxes, on receipt. EMSL shall be responsible for remitting   all taxes (including income taxes) arising pursuant to this Agreement. It is   the intent of the parties that the fee payable to EMSL not be subject to   increased tax due to taxation applied by multiple jurisdictions. The parties   agree that if such is the case and relief is not available through applicable   tax treaties, the fee will be adjusted to negate the impact of such double   taxation. 3.2 Reimbursement of Expenses The Company shall reimburse EMSL for   all reasonable expenses incurred by TVL in the provision of the services   under this Agreement. Such expenses shall be invoiced by EMSL to the Company   monthly with reasonable supporting documents and the Company shall pay such   invoices on receipt. TVL shall obtain prior approval for individual expenses   over CAD$5,000. 


    




 










- 4 - 3.3 Time   Required The Company and EMSL agree that TVL shall devote such time as TVL   and the CEO determine jointly is required for TVL to provide the services   contemplated under this Agreement. 3.4 Other Compensation (To be determined   at later date) In addition to the fees set out in section 3.1, EMSL shall or,   with EMSL’s consent, TVL shall be entitled to the following compensation: (a)   options to acquire common shares of the Company to be exercisable in   accordance with a vesting formula based on performance goals to be agreed   upon by TVL and the CEO on or before May 1, 2016; and Other monetary   incentive programs that may be established by the Company from time to time,   at the discretion of the board of directors upon recommendation of the   compensation committee of the board of directors. The amount of the   remuneration to be paid pursuant to section 3.1 shall be reviewed annually by   the Company in consultation with TVL and may be changed by mutual agreement   between the parties based upon the recommendations of the compensation   committee of the Board of Directors, on reviewing changes in the cost of the   services performed hereunder and the performance of the parties. The Company   may provide benefit coverage, or the cost of such coverage, to TVL in   accordance with the policies and procedures of the Company in effect from   time to time (b) (c) (d) 3.5 Equipment The Company shall provide EMSL with   such equipment and/or supplies as is necessary for performance by TVL of the   duties of CFO , for use in carrying out Company business. 3.6 Benefits The   Company shall supply Directors and Officers Insurance, renewed each year.   Also see 3.4 (d) above. 4. CONFIDENTIALITY AND NON-DISCLOSURE 4.1 "Confidential   Information" The term "Confidential Information" means any and   all information concerning any aspect of the Company not publicly disclosed,   which EMSL or TVL may receive or develop as a result of the engagement of   EMSL under this Agreement, and including all technical data, concepts,   reports, programs, processes, technical information, trade secrets, systems,   business strategies, financial information and other information unique to   the Company. All Confidential Information, including notes, diagrams, maps,   reports, notebook pages, memoranda, sample materials and any excerpts thereof   that include Confidential Information are the property of the Company or   parties for whom the Company acts as agent or who are customers of the   Company, as the case may be, and are strictly confidential to the Company   and/or such parties. EMSL shall not make, shall use its best efforts to   prevent and shall ensure that TVL does not make and uses his best efforts to   prevent any unauthorized disclosure or use of such Confidential Information. 


    




 










- 5 - 4.2   Equitable Remedies EMSL acknowledges that any unauthorized disclosure or use   of such Confidential Information may result in material damages to the   Company and that the Company shall be entitled to seek injunctive relief or   any other legal or equitable remedy to prohibit, prevent or enjoin   unauthorized disclosure or use of Confidential Information by EMSL or TVL.   EMSL acknowledges and agrees that any unauthorized disclosure or use of   Confidential Information will cause irreparable harm to the Company that   could not be adequately compensated by damages. 4.3 Use of Confidential   Information Except as authorized by the Company, EMSL will not and will   ensure that TVL will not: (a) duplicate, transfer or disclose nor allow any   other person to duplicate, transfer or disclose any of the Company's   Confidential Information; or (b) use the Company's Confidential Information   without the prior written consent of the Company. 4.4 Protection of   Confidential Information EMSL will safeguard and will cause TVL to safeguard   all Confidential Information at all times so that it is not exposed to or   used by unauthorized persons, and will exercise at least the same degree of   care used to protect EMSL’s own Confidential Information. 4.5 Exception The   restrictive obligations set forth above shall not apply to the disclosure or   use of any information which: (a) is or later becomes publicly known under   circumstances involving no breach of this Agreement; (b) is already known to   EMSL or to TVL at the time of receipt of the Confidential Information; (c) is   lawfully made available to EMSL or to TVL by a third party; (d) is disclosed   by EMSL or TVL pursuant to a requirement of a governmental department or   agency or disclosure is otherwise required by operation of law, provided that   EMSL gives notice and causes TVL to give notice in writing to the Company of   the required disclosure immediately upon becoming advised of such required   disclosure and provided also that EMSL delays and causes TVL to delay such   disclosure so long as it is reasonably possible in order to permit the   Company to appeal or otherwise oppose such required disclosure and provides   the Company with such assistance as the Company may reasonably require in   connection with such appeal or other opposition; (e) is disclosed to a third   party under an approved confidentiality agreement; or 


    




 










- 6 - (f) is   disclosed in the course of EMSL’s provision of the services under this   Agreement. 4.6 New Discoveries EMSL will disclose and will cause TVL to   disclose to the Company forthwith any inventions, discoveries or improvements   in systems, methods and processes made by EMSL or TVL, as the case may be,   during the provision of the services under this Agreement and any mineral   discoveries and opportunities to acquire mineral assets or interests therein   which come to EMSL or to TVL and they shall belong to and be the absolute   property of the Company. 4.7 Corporate Disclosure Policy and Code of Ethics   EMSL confirms that it has received a copy of the Company's current corporate   disclosure policy and Code of Business Conduct and Ethics, which it has   reviewed and understood, and EMSL shall comply with and shall cause TVL to   comply with these policies as the same may be amended from time to time by   the Board of Directors of the Company. 4.8 Survival The provisions of this   Article 4 shall survive the termination of this Agreement. 5. TERMINATION 5.1   Change of Control and Good Reason For the purposes of this Agreement: (a) a   "change of control" ("Change of Control") shall be deemed   to have occurred when: (i) at least 50% in fair-market value of all the   assets of the Company are sold to an arm's length third party; or (ii) there   is a direct or indirect acquisition by a person or group of persons acting   jointly or in concert of voting shares of the Company that when taken   together with any voting shares owned directly or indirectly by such person   or group of persons at the time of the acquisition, constitutes 25% or more   of the outstanding voting shares of the Company; (iii) a majority of the   ten-incumbent Board of Directors’ nominees for election to the Board of   Directors of the Company are not elected at any annual or special meeting of   shareholders of the Company. 


    




 










- 7 - (b)   "Good Reason" shall include, without limitation, the occurrence of   any of the following without TVL’s written consent (except in connection with   the termination of the employment of the Employee for just cause or   disability pursuant to section 5.3): (i) a change (other than those that are   clearly consistent with a promotion) in TVL's position or duties,   responsibilities (including, without limitation, to whom TVL reports and who   reports to TVL), title or office in effect immediately prior to the Change of   Control, which includes any removal of TVL from or any failure to re-elect or   re-appoint TVL to any such positions or offices; or (ii) a reduction by the   Company or any of its subsidiaries of TVL's salary, benefits or any other   form of remuneration or any change in the basis upon which TVL's salary,   benefits or any other form of remuneration payable by the Company or its   subsidiaries is determined or any failure by the Company to increase TVL's   salary, benefits or any other forms of remuneration payable by the Company or   its subsidiaries in a manner consistent (both as to frequency and percentage   increase) with practices in effect immediately prior to the Change of Control   or with practices implemented subsequent to the Change of Control with   respect to the senior Employee of the Company and its subsidiaries, whichever   is more favourable to TVL; or (iii) any failure by the Company or its   subsidiaries to continue in effect any benefit, bonus, profit sharing,   incentive, remuneration or compensation plan, stock ownership or purchase   plan, pension plan or retirement plan in which TVL is participating or   entitled to participate immediately prior to the Change of Control, or the   Company or its subsidiaries taking any action or failing to take any action   that would adversely affect TVL's participation in or reduce his rights or   benefits under or pursuant to any such plan, or the Company or its   subsidiaries failing to increase or improve such rights or benefits on a   basis consistent with practices in effect immediately prior to the Change of   Control or with practices implemented subsequent to the Change of Control   with respect to the senior Employees of the Company and its subsidiaries,   whichever is more favourable to TVL; or (iv) the Company or its subsidiaries   relocating TVL to any place other than the location at which he reported for   work on a regular basis immediately prior to the Change of Control or a place   within 100 kilometers of that location; or (v) any breach by the Company of   any provision of this Agreement; or (vi) the good faith determination by TVL   that, as a result of the Change of Control or any action or event thereafter,   TVL's status or responsibility in the Company or its subsidiaries have been   diminished or TVL is being effectively prevented from carrying out his duties   and responsibilities as they existed immediately prior to the Change of   Control; or (vii) the failure by the Company to obtain, in a form   satisfactory to TVL, an effective assumption of its obligations hereunder by   any successor to the Company, including a successor to a material portion of   its business. 5.2 TVL’s Right to Terminate (a) TVL may terminate this   Agreement on three months’ notice to the Company; 


    




 










- 8 - (b) at   any time for Good Reason and at any time after 90 days following the date on   which there is a Change of Control and within 180 days of the date on which   there is a Change of Control by providing one month’s notice in writing to   the Company which notice may be provided by TVL at any time between the 91st   and the 180th day following the date on which there is a Change of Control.   The Company may waive the notice requirements set out in paragraphs (a) and   (b) above in whole or in part and if it does so, EMSL’s entitlement to   remuneration and benefits as set out in sections 5.4 and 5.5 as applicable   will apply as of the date the Company waives such notice. 5.3 Company's Right   to Terminate The Company may terminate this Agreement: (a) at any time   without notice in any of the following events: (i) theft, dishonesty or fraud   by TVL with respect to the business of the Company; or (ii) the conviction of   TVL for a criminal offence that gives rise or is likely to give rise to the   Company's stock becoming ineligible for listing on any stock exchange or   market or the Company's stock being subject to a cease-trade order by a   Canadian or US securities regulatory authority; or (iii) any and all other   omissions, commissions or other conduct by TVL which would constitute just   cause at law for the Company to terminate TVL if TVL were an employee of the Company;   (b) on three months’ notice and pay to EMSL, and vesting of all common stock,   options and cash bonus as provided for in 3.4. 5.4 Compensation Due to EMSL   on Termination Upon termination of this Agreement, the Company shall pay to   EMSL, within 30 days of the termination, the fees and other remuneration, if   any, to which EMSL is entitled to as of the date of termination. Other   remuneration in the event of termination under 5.1, and 5.3 (b) above shall   include the equivalent of 2 times EMSL’s prorated annual fee as well as   vesting of all common stock and options provided for in 3.4. EMSL shall   submit its final invoice for expenses together with supporting documentation   within 15 days of termination and the parties shall, in good faith, complete   a reconciliation to reflect the expense advance made by the Company to EMSL   pursuant to section 3.2. In the event, an amount is owing by EMSL to the   Company after completion of this reconciliation, this remaining balance owing   may be deducted by the Company from any other amounts owing by the Company to   EMSL failing which EMSL shall pay such remaining balance to the Company. 


    




 










- 9 - 5.5   Resignations Upon termination of this Agreement for whatever reason EMSL   shall cause TVL to forthwith execute and deliver to the Company his written   resignation from any and all offices of the Company and its affiliates, with   corresponding claim for compensation. 5.6 Payments in Full Settlement EMSL   acknowledges and agrees that the payments pursuant to this Article 5 shall be   in full satisfaction of all claims, losses, costs, damages or expenses in   connection with the termination of this Agreement. Except as provided in this   Article, EMSL shall not be entitled to any further termination payments,   damages or compensation whatsoever in connection with this Agreement. As a   condition precedent to any payment pursuant to this Article, EMSL agrees to deliver   to the Company, prior to any such payment, a full and final release by EMSL   and TVL from all actions and claims in connection with this Agreement or any   losses, costs, damages or expenses resulting therefrom in favour of the   Company, its affiliates, subsidiaries, directors, officers, employees and   agents in a form satisfactory to the Company and the Employee. 5.7 Delivery   of Records Upon the termination of this Agreement, EMSL will deliver and will   cause TVL to deliver to the Company all books, records, lists, brochures and   other property belonging to the Company or developed in connection with the   business of the Company, and will execute and cause TVL to execute such   transfer documentation as is necessary to transfer such property or   intellectual property to the Company. 6. NOTICES 6.1 Delivery of Notice Any   notice relating to this Agreement or required or permitted to be given in   accordance with this Agreement shall be in writing and shall be personally   delivered or mailed by registered mail, postage prepaid as follows: (a) if to   the Company: Tidal Royalty Corp. 2900 – 595 Burrard Street, P.O. Box 49130,   Vancouver, British Columbia V7X 1J5 


    




 










- 10 - (b) if   to EMSL : Executive Management Solutions Limited 973 Essex Road North Vancouver,   BC V7R 1 W1 Attention: CFO theo@pashleth.com +1 778 834 6272 (c) if to TVL:   Theo van der Linde 973 Essex Road North Vancouver, BC V7R 1 W1 6.2 Time of   Delivery Any notice shall be deemed to have been received if delivered, when   delivered, and if mailed, on the fifth day (excluding Saturdays, Sundays and   holidays) after the mailing thereof. If normal mail service is interrupted by   strike, slowdown, force majeure or other cause, a notice sent by registered   mail will not be deemed to be received until actually received and the party   sending the notice shall utilize any other services which have not been so   interrupted or shall deliver such notice in order to ensure prompt receipt   thereof. 6.3 Change of Address Each party to this Agreement may change its address   for the purpose of this Part 6 by giving written notice of such change in the   manner provided for in paragraph 6.1. 7. GUARANTEE 7.1 Guarantee by TVL Each   of the covenants herein made in favour of or for the benefit of the Company   by EMSL is hereby guaranteed by TVL and he joins in the execution of this   Agreement solely for the purpose of guaranteeing the obligations of EMSL   hereunder. 


    




 










- 11 - 8.   GENERAL 8.1 Applicable Law This Agreement shall be governed by and construed   in accordance with the laws of the province of Nova Scotia and the federal   laws of Canada applicable therein, which shall be deemed to be the proper law   hereof. The parties hereto hereby submit to the jurisdiction of the courts of   Nova Scotia. All obligations of the parties under this Agreement are subject   to receipt of all necessary approvals of the applicable securities regulatory   authorities. 8.2 Severability If any provision of this Agreement for any   reason be declared invalid, such declaration shall not affect the validity of   any remaining portion of the Agreement, which remaining portion shall remain   in full force and effect as if this Agreement had been executed with the   invalid portion thereof eliminated, and it is hereby declared the intention   of the parties that they would have executed the remaining portions of this   Agreement without including therein any such part, parts or portion which   may, for any reason, be hereafter declared invalid. 8.3 Entire Agreement This   Agreement constitutes the entire agreement between the parties hereto and   there are no representations or warranties, express or implied, statutory or   otherwise other than set forth in this Agreement and there are no agreements   collateral hereto other than as are expressly set forth or referred to   herein. This Agreement cannot be amended or supplemented except by a written   agreement executed by all parties hereto. The parties acknowledge that this   Agreement has been negotiated in good faith. In the event any   misunderstanding, dispute or difference arises among them in respect of any   matter connected with this Agreement or in the event circumstances change   affecting the terms of this Agreement, the parties agree to negotiate in good   faith to resolve such matter and any such resolutions shall be reflected by   written agreement executed by all parties hereto. 8.4 Non-Assignability This   Agreement shall not be assigned by any party to this Agreement without the   prior written consent of the other parties to this Agreement. Notwithstanding   the foregoing, it is understood that the fees and benefits under this   Agreement may be shared by the Company and its subsidiaries from time to   time, as they may agree. Notwithstanding any such sharing, each of the   covenants herein made in favour of or for the benefit of EMSL shall be   guaranteed by the Company and any such sharing shall not relieve or reduce   the liability and obligations of the Company hereunder. 8.5 Burden and   Benefit This Agreement shall enure to the benefit of and be binding upon the   parties hereto and their respective heirs, executors, administrators,   successors and permitted assigns. 


    




 










- 12 - 8.6 Time   Time is of the essence of this Agreement. 8.7 Counterparts This Agreement may   be executed in counterparts and by facsimile or electronic signature and such   counterparts together shall constitute one and the same instrument. 8.8   Waiver No consent or waiver, express or implied, by any party to this   Agreement of any breach or default by any other party in the performance of   its obligations under this Agreement or of any of the terms, covenants or   conditions of this Agreement shall be deemed or construed to be a consent or   waiver of any subsequent or continuing breach or default in such party's   performance or in the terms, covenants and conditions of this Agreement. The   failure of any party to this Agreement to assert any claim in a timely   fashion for any of its rights or remedies under this Agreement shall not be   construed as a waiver of any such claim and shall not serve to modify, alter   or restrict any such party's right to assert such claim at any time   thereafter. 8.9 Indemnity EMSL shall indemnify and hold harmless the Company,   its officers, directors and employees from any and all claims, demands,   suits, actions, proceedings, loss, cost, and damages, including any   reasonable attorneys’ fees and/or litigation expenses, caused by any wilful   misconduct or negligence of EMSL, its agents, representatives, or   subcontractors, in connection with the performance of this Agreement. The   Company shall indemnify and hold harmless EMSL, its officers, directors and   employees from any and all claims, demands, suits, actions, proceedings,   loss, cost, and damages, including any reasonable attorneys’ fees and/or   litigation expenses, caused by any wilful misconduct or negligence of the   Company, its agents, representatives, or subcontractors, in connection with   the performance of this Agreement. 


    




 










- 13 - IN   WITNESS WHEREOF the parties have duly executed this Agreement as of the 20th   day of July 2017. TIDAL ROYALTY CORP. Per: STUART WOOLDRIDGE CHIEF EXECUTIVE   OFFICER Executive Management Solutions Limited Per: THEO VAN DER LINDE   President Theo van der Linde Per: THEO VAN DER LINDE