Exhibit 10.3


 


 


STOCK OPTION GRANT AGREEMENT


ARRAS MINERALS CORP. EQUITY INCENTIVE PLAN


This Stock Option Grant
Agreement (the “Grant Agreement”), which includes the Notice of Grant (the “Notice of Grant”) and
the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, is made and entered into effective on the Grant Date
set forth in the Notice of Grant by and between Arras Minerals Corp. (the “Corporation”), and the individual named
in the Notice of Grant (the “Participant”), pursuant to the Arras Minerals Corp. Equity Incentive Plan (the “Plan”).
Unless otherwise defined herein, the capitalized terms used in this Grant Agreement shall have the meanings ascribed to such terms under
the Plan.


NOTICE OF GRANT


	Participant:	 
	Grant Date:	 
	Number of Options:	 
	Exercise Price:	$      per Share
	Vesting Dates:	The Participant shall become vested in the Option in three equal installments over a two (2) year period, with one third of the Options vesting on each of the Grant Date, the first anniversary of the Grant Date, and the second anniversary of the Grant Date 
	Expiration Date:	Fifth anniversary of the Grant Date 


 


The Participant and the Corporation
agree that this award of Options is granted under and governed by the terms and conditions of the Plan and this Grant Agreement, including
the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are incorporated into this Grant Agreement.


 


	
    ARRAS MINERALS CORP.

    By:                                             

     Name:

     Title:
	
    PARTICIPANT:

                                               

    Name:

	 	 
	 	 




    	  





    	 



    


 


EXHIBIT A


TERMS AND CONDITIONS OF
STOCK OPTION GRANT


1.           
Grant. The Corporation hereby grants the Participant such
number of options set forth in the Notice of Grant (the “Options”) to purchase Shares at the exercise price per Share
(the “Exercise Price”) set forth in the Notice of Grant, subject to the terms and conditions set forth herein and the
provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings as set forth in the Plan. The Participant agrees to be bound by the terms and conditions of the Plan,
which control in case of any conflict with this Grant Agreement, except as otherwise specifically provided in the Plan. The Participant
agrees that the Board may amend this Agreement without the Participant’s consent if required by any Stock Exchange.


2.           
Vesting and Exercise.


(a)         
General. Except as otherwise provided in this Grant Agreement, the Options shall vest and become exercisable in accordance
with the vesting schedule set forth in the Notice of Grant, provided that the Participant remains in the Employment of the Corporation
or any of its Subsidiaries through the applicable Vesting Date. Subject to Section 8.6 of the Plan, once Vested, Options may be exercised
in whole or in part until the earlier of (i) the Expiration Date set forth in the Notice of Grant, and (ii) the end of the applicable
exercise period set out below depending on the circumstances of the Participant’s Termination. To the extent not exercised within
such period of time, the Option shall be cancelled.


(b)         
Death and Disability. Notwithstanding the vesting schedule set forth in the Notice of Grant, in the event of a Participant’s
Termination due to death or Disability, (i) the Participant's outstanding Options that have become Vested prior to the Participant’s
Termination due to death or Disability shall continue to be exercisable during the twelve (12) month period following the Participant’s
date of Termination due to death or Disability Date, and (ii) the Participant’s outstanding Options that are unvested on the Participant’s
date of Termination due to death or Disability shall be forfeited.


(c)          
Resignation or Termination without Cause. Notwithstanding the vesting schedule set forth in the Notice of Grant, in the
event of Participant’s Termination due to resignation (including the voluntary withdrawal of services by the Participant who is
not an employee under Applicable Law) or Termination without Cause (including by way of constructive dismissal), (i) the Participant's
outstanding Options that have become Vested prior to the Participant’s Termination shall continue to be exercisable during the ninety
(90) day period following the Participant’s Termination, and (ii) the Participant’s outstanding Options that are unvested
on the Participant’s Termination shall be forfeited.


(d)         
Termination for Cause. In the case of the Participant’s Termination for Cause, any and all outstanding Vested and
unvested Options granted to the Participant shall be immediately forfeited and cancelled, without any consideration as of the Termination.


(e)         
Change In Control. Notwithstanding the vesting schedule set forth in the Notice of Grant, the Options shall be subject to
the applicable provisions of the Plan in the event that a Change in Control occurs while the Participant is Employed.




    	  





    	 



    


3.           
Forfeiture. For greater certainty, the Participant shall have no right to receive Shares or a cash payment, as compensation,
damages or otherwise, with respect to any Options that do not become Vested, that have been forfeited, or that are not exercised before
the date on which the Options expire, whether related or attributable to any contractual or common law entitlements or otherwise.


4.           
Definitions.


For purposes of this Grant
Agreement,


(a)         
“Disability” means (i) subject to (ii), the Participant’s physical or mental incapacity that prevents
him/her from substantially fulfilling his or her duties and responsibilities on behalf of the Corporation or, if applicable, a Subsidiary
of the Corporation as determined by the Board and, in the case of a Participant who is an employee of the Corporation or a Subsidiary
of the Corporation, in respect of which the Participant commences receiving, or is eligible to receive, disability benefits under the
Corporation’s or Subsidiary’s long-term disability plan, or (ii) where the Participant has a written employment agreement
with the Corporation or a Subsidiary of the Corporation, “Disability” as defined in such employment agreement, if applicable.


(b)         
“Employment” means (i) the Participant’s rendering of services to the Corporation of a Subsidiary of the
Corporation (excluding services exclusively as a Director, and including as a Service Provider), or (ii) the Participant is not actively
rendering services to the Corporation or a Subsidiary of the Corporation due to vacation, temporary illness, maternity or parental leave
or leave on account of Disability or other authorized leave of absence. The terms “employ” and “employed” shall
have their correlative meanings.


(c)          
“Termination” means (i) the termination of the Participant’s Employment with the Corporation or a Subsidiary
of the Corporation (other than in connection with the Participant’s transfer to Employment with the Corporation or another Subsidiary),
which shall occur on the date on which the Participant ceases to render services to the Corporation or Subsidiary, as applicable, whether
such termination is lawful or otherwise (including, without limitation, by reason of resignation, death, frustration of contract, termination
for cause, termination without cause, or constructive dismissal), without giving effect to any pay in lieu of notice (paid by way of lump
sum or salary continuance), severance pay, benefits continuance or other termination-related payments or benefits to which the Participant
may be entitled pursuant to the common law or otherwise (except as may be expressly required to satisfy the minimum requirements of applicable
employment or labour standards legislation), but, for greater certainty, the Participant’s absence from active work during a period
of vacation, temporary illness, maternity or parental leave, leave on account of Disability or any other authorized leave of absence shall
not be considered to be a “Termination”, and (ii) in the case of the Participant who does not return to active Employment
with the Corporation or a Subsidiary of the Corporation immediately following a period of absence due to vacation, temporary illness,
maternity or parental leave, leave on account of Disability or other authorized leave of absence, such cessation shall be deemed to occur
on the last day of such period of absence as approved by the Corporation or a Subsidiary of the Corporation; provided, in each case, that,
in the case of Options that are deferred compensation subject to Section 409A of the Code and that are issued to a US Taxpayer, the Termination
constitutes a “Separation of Service”, within the meaning of Section 409A of the Code, and “Terminated” and “Terminates”
shall be construed accordingly.




    	  





    	 



    


5.           
 Method of Exercise.


(a)         
A Vested Option may be exercised, in whole or in part, by delivering to the Corporation at its registered office an executed exercise
notice in the form set out in Schedule A hereto (the “Option Exercise Notice”) or by such other form or means as the
Board may permit or require (including via electronic means). This notice shall state the intention of the Participant or the Participant’s
legal personal representative to exercise the said Options and the number of Shares in respect of which the Options are then being exercised
(the “Exercised Shares”) and must be accompanied by payment in full of the Exercise Price under the Options which are
the subject of the exercise. Upon exercise of the Option by the Participant and prior to the delivery of such Exercised Shares, the Corporation
shall have the right to require the Participant to satisfy applicable federal, provincial, state or local income tax withholding requirements
and the Participant’s share of other applicable statutory withholdings in a method satisfactory to the Corporation.


(b)         
The Participant may satisfy payment of the Exercise Price and/or the applicable statutory withholding for the Options which are
the subject of the Option Exercise Notice (i) through the delivery of cash, wire, other method of payment acceptable to the Corporation,
(ii) by the Participant delivering to the Corporation a properly executed Option Exercise Notice together with irrevocable instructions
to a broker to promptly deliver to the Corporation cash or a check payable and acceptable to the Corporation to pay the aggregate Exercise
Price and/or statutory withholding amount, provided that in the event the Participant chooses to pay the aggregate Exercise Price as so
provided, the Participant and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements
as the Corporation shall prescribe as a condition of such payment procedure, or (iii) a combination of (i) and (ii) above.


(c)          
Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements
relating to the administration of stock option plans and other applicable equity plans under Canadian securities laws, U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted,
and the applicable laws of any foreign country or jurisdiction; assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to the Participant on the date the Option is exercised with respect to such Shares.


6.           
Covenants Agreement. It is a condition of the grant of the
Option that the Participant complies with any agreement between the Participant and the Corporation with respect to noncompetition, non-solicitation,
assignment of inventions and contributions and/or nondisclosure obligations of the Participant. The Option shall be subject to forfeiture
at the election of the Corporation in the event of a breach of such agreement by the Participant.


7.           
Taxes. By executing this Grant Agreement, Participant acknowledges
and agrees that Participant is solely responsible for the satisfaction of any applicable taxes that may be imposed on Participant that
arise as a result of the grant, vesting or exercise of the Option (including without limitation alternative minimum taxes and any taxes
arising under Section 409A of the Code), and that neither the Corporation nor the Board shall have any obligation whatsoever to pay such
taxes or otherwise indemnify or hold Participant harmless from any or all of such taxes.


8.           
Non-Transferability of Option. Unless otherwise consented
to in advance in writing by the Board in accordance with the Plan, the Option may not be transferred in any manner other than by testamentary
disposition by the Participant or the laws of intestate succession. The terms of




    	  





    	 



    


the Plan and this Grant Agreement shall be binding
upon the executors, administrators, heirs, successors and, if applicable, permitted assigns (as defined in Division 4 of National Instrument
45-106 Prospectus Exemptions) of the Participant.


9.           
Other Plans. No amounts of income received by the Participant
pursuant to this Grant Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any
other employee benefit plan of the Corporation or its subsidiaries, unless otherwise expressly provided in such plan.


10.         
No Guarantee of Employment. The Participant acknowledges
and agrees that the right to exercise the Option pursuant to the exercise schedule hereof is earned only by continuing Employment (and
not through the act of being hired, being granted an option or purchasing Shares hereunder). The Participant further acknowledges and
agrees that this Grant Agreement, the transactions contemplated hereunder and the exercise schedule set forth herein do not constitute
an express or implied promise of continued Employment for the exercise period or for any other period, and shall not interfere with the
Participant’s right or the right of the Corporation or its Subsidiaries to terminate the Participant’s Employment at any time,
with or without Just Cause, subject to the terms of any written employment agreement that the Participant may have entered into with the
Corporation or any of its Subsidiaries.


11.         
Entire Agreement. The Plan is incorporated herein by reference.
The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Corporation and the Participant with respect to the subject matter hereof,
and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Corporation and the Participant.
In the event of any conflict between this Grant Agreement and the Plan, the Plan shall be controlling.


12.         
Governing Law. This grant agreement and actions taken hereunder
shall be governed by and construed in accordance with the laws of the province of Ontario, without reference to the principles of conflict
of laws, and the federal laws of Canada, as applicable.


13.         
Opportunity for Review. Participant and the Corporation agree
that the Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Participant has reviewed
the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any questions relating to the Plan and this Grant Agreement. The
Participant further agrees to notify the Corporation upon any change in the residence address indicated herein.


14.         
Electronic Acceptance. The Participant shall be deemed to
have accepted and agreed to the terms and conditions of this Grant Agreement by accepting the Grant Agreement by such electronic means
as the Corporation may permit.




    	  





    	 



    


 


SCHEDULE “A” 


TO

STOCK OPTION GRANT AGREEMENT


ARRAS MINERALS CORP.


NOTICE OF EXERCISE




	TO:    	        	Arras Minerals Corp. (the “Corporation”)



 


	DATE:	        	__________________


 


	RE:    	        	Arras
                                            Minerals Corp. Equity Incentive Plan (the "Plan")







I refer to the option (the “Option”)
granted to me under the Plan and evidenced by a Grant Agreement dated ______, 20___, under which I was granted, subject
to the

terms of that Grant Agreement, an option to subscribe for Shares in the capital of the Corporation (the “Shares”).


I hereby subscribe for                  Shares
under the Option at $                per Share, payment for which in the aggregate amount of $                accompanies this subscription.


I authorize the Corporation to make any statutorily
required withholding arising from the exercise of stock option from any after cash amounts payable to me or to satisfy such withholdings
in accordance with Section 6.2 of the Plan or I enclose a cheque in the amount of $____________________ to satisfy such statutorily required
withholding.


Will you please cause those Shares to be registered
as follows:





	 
	 
	 
	 
	 
	 
	 



 (Insert full name and address of purchaser
including postal code.)


and forward the relevant certificate to
the registered holder at the address shown above.


	Signed,
	(Signature)
	 
	 
	(Name of Participant)