Exhibit 10.1






 


 


 


 


 


 


 


 


 


 


 


 


 


 






DEFINITIVE
AGREEMENT BETWEEN STRIDER RESOURCES


 


LIMITED
AND ASHBURTON VENTURES INC. 





 



 


 


Relating
to the “Thompson Bros. Lithium Property”


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


This
agreement made and dated 26th day of April, 2016


 


BETWEEN:


 


STRIDER
RESOURCES LIMITED. a body corporate, incorporated under the laws of Manitoba, having an office at P.O Box 144, Cranberry Ridge,
Manitoba, ROB OHO


 


(herein
called the “Optionor”)


 


OF
THE FIRST PART


 


AND:


 


ASHBURTON
VENTURES INC., a body corporate, incorporated under the laws of British Columbia, having an office at 1240-789 West Pender
St., Vancouver, BC, V6C 1H2


 


(herein
called the “Optionee”)


 


OF
THE SECOND PART


 


WHEREAS:


 


		A.	The
                                         Optionor is the owner and the registered holder of certain lithium properties located
                                         in the Province of Manitoba, which properties are more particularly described in Schedule
                                         “A” annexed hereto and forming a part hereof (herein called the “Property”)
	 	 	 



		B.	The
                                         Optionor has agreed to grant to the Optionee options entitling the Optionee to acquire
                                         certain legal and beneficial interests in and to the Property as provided for in this
                                         Agreement, and to participate in the further exploration and, if deemed warranted, the
                                         development of the Property;



 


NOW
THEREFORE THIS AGREEEMENT WITNESSETH that in consideration of these presents and the sum of Ten Dollars ($10.00) now paid
by each of the parties to each of the other parties hereto, the receipt and sufficiency of which is hereby acknowledged by each
of the parties, and for other good and valuable consideration, the receipt and sufficiency of which is also hereby acknowledged
by each of the parties, the parties hereby agree as follows:


 






     


     


    

 


DEFINITIONS


 


	1.01.1	In
                                         this Agreement and in all Schedules attached to and made a part hereof, the following
                                         words and phrases shall have the following meanings, namely:



 


		(a)	“ABR”
                                         means Ashburton Ventures Inc., a corporation to this Agreement and the common shares
                                         of which are listed on the TSX-V;
	 	 	 



		(b)	“Area
                                         of Material Interest” and “AMI” have the meaning as set out in paragraph
                                         7.01 hereof;
	 	 	 



		(c)	“Business
                                         Day” means any day other than Saturdays, Sundays and statutory holidays in the Province
                                         of Manitoba;
	 	 	 



		(d)	“Commencement
                                         of Commercial Production” means the date upon which product from the Property, for
                                         other than testing purposes, has been processed for a period of thirty (30) consecutive
                                         production days at a rate equal to not less than seventy-five (75%) percent of the rate
                                         projected in the Feasibility Study, if any, prepared in respect of the Property;
	 	 	 



		(e)	“Conditions
                                         of Exercise” has the meaning set out in paragraph 4.02 hereof;
	 	 	 



		(f)	“Effective
                                         Date” means the date this Agreement has been executed by both parties;
	 	 	 



		(g)	“Exercise
                                         Notice” means a written notice to the Optionor, signed by the Optionee, indicating
                                         that the Optionee has satisfied the Conditions of Exercise and is irrevocably exercising
                                         that Option;
	 	 	 



		(h)	“Expenditures”
                                         means the sum of all monies spent in prospecting, exploring, geological, geophysical
                                         and geochemical surveying, sampling, examining, diamond and other types of drilling,
                                         developing, dewatering, assaying, testing, constructing, maintaining and operating roads,
                                         trails and bridges, upon or across the Property, buildings, equipment, plant and supplies,
                                         salaries and wages (including fringe benefits) of employees and contractors directly
                                         engaged therein, insurance premiums, and all other expenses ordinarily incurred in prospecting,
                                         exploring and developing mining lands, provided such expenses qualify pursuant to the
                                         Mines and Mineral Act (Manitoba) for assessment as exploration expenses;
	 	 	 



		(i)	“First
                                         Option” has the meaning set out in sub-paragraph 4.0l(a) hereof;
	 	 	 



		(j)	“First
                                         Option Deadline” has the meaning set out in sub-paragraph 4.02(c) hereof;
	 	 	 



		(k)	“Operator”
                                         has the meaning as set out in paragraph 4.07 hereof;
	 	 	 



		(I)	“Options”
                                         collectively means the First Option and the Second Option, and “Option” means
                                         either one of them;
	 	 	 



		(m)	“Net
                                         Smelter Return Royalty” has the meaning set out in Schedule “B” annexed
                                         hereto and forming a part hereof;
	 	 	 



		(n)	“NSR”
                                         means the 2% Net Smelter Return Royalty on the Property;
	 	 	 



		(o)	“Property”
                                         means all of the Optionors direct and indirect right, title and interest in and to the
                                         properties described in Schedule “A” hereto;
	 	 	 



		(p)	“Second
                                         Option” has the meaning set forth in sub-paragraph 4.0l (b) hereof;
	 	 	 



		(q)	“Second
                                         Option Payment” has the meaning set forth in sub-paragraph 4.02(b) hereof;
	 	 	 



		(r)	“this
                                         Agreement” refers to and collectively includes this Agreement and every Schedule
                                         attached to this Agreement;






 






    2


     


    

 


		(s)	“Transfer”
                                         has the meaning set out in paragraph 10.03 hereof;
	 	 	 



		(t)	“Transfer
                                         Date” means the date the Property and this Agreement is transferred from the Optionee
                                         to ABR as provided for in paragraph 10.03 hereof;
	 	 	 



		(u)	“TSX”
                                         means the Toronto Stock Exchange;
	 	 	 



		(v)	“TSX-V”
                                         means the TSX Venture Exchange;
	 	 	 



		(w)	“Work”
                                         has the meaning set out in paragraph 4.07 hereof.



 


REPRESENTATIONS
AND WARRANTIES OF THE OPTIONOR


 


	2.01	The
                                         Optionor represents and warrants to the Optionee that:



 


		(a)	it
                                         has been duly incorporated under the laws of the Province of Manitoba, validly exists
                                         as a corporation in good standing under the laws of the Province of Manitoba and it is
                                         legally entitled to hold its interest in the Property and will remain so entitled until
                                         its interest in the Property as set out herein has been duly transferred to the Optionee
                                         as contemplated herein;



 


		(b)	it
                                         is, and at the time of any transfer to the Optionee of any interest in the Property will
                                         be, the beneficial owner of a one hundred per cent (100%} interest in the Property, free
                                         and clear of all liens, charges and claims of others, and no taxes or rentals are due
                                         in respect thereof, save and except for the NSR;



 


		(c)	to
                                         the best of its knowledge, the mineral claims comprising the Property have been duly
                                         and validly located pursuant to the laws of the Manitoba and are recorded in the names
                                         set out on the attached Schedule “A”, and are in good standing in the office
                                         of the Mining Recorder on the date hereof and until the dates set out on the attached
                                         Schedule “A”;



 


		(d)	there
                                         is no adverse claim or challenge against or to the ownership of or title to the Property,
                                         nor to its knowledge is there any basis therefore, and there are no outstanding agreements
                                         or options to acquire or purchase the Property or any portion thereof;



 


		(e)	to
                                         the best of its knowledge, there are no outstanding obligations or liabilities, contingent
                                         or otherwise, related to environmental, reclamation or rehabilitation work associated
                                         with the Property or arising out of exploration work, development work or mining activities
                                         previously carried out thereon;



 


		(f)	it
has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by
it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants
or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument
whatsoever to which it is a party or by which it is bound or to which it may be subject;



 






    3


     


    

 


		(g)	no
                                         proceedings are pending for, and it is not aware of any basis for the institution of
                                         any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy
                                         or subject to any laws governing the affairs of insolvent persons.



 


	2.02	The
Optionor acknowledges that the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement
and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties
shall survive the acquisition of any interest in the Property hereunder by the Optionee.



 


	2.03	The
                                         parties also acknowledge and agree that the representations and warranties set forth
                                         in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and
                                         a breach of any one or more thereof may be waived by the Optionee in whole or in part
                                         at any time without prejudice to its rights in respect of any other breach of the same
                                         or any other representation or warranty.



 


REPRESENTATIONS
AND WARRANTIES OF THE OPTIONEE


 


	3.01	The
                                         Optionee represents and warrants to the Optionor that:



 


		(a)	it
                                         has been duly incorporated under the laws of the Province of British Columbia, validity
                                         exists as a corporation in good standing under the laws of the Province of British Columbia;



 


		(b)	it
                                         has duly obtained all corporate authorizations for the execution of this Agreement and
                                         for the performance of this Agreement by it, and the consummation of the transaction
                                         herein contemplated will not conflict with or result in any breach of any covenants or
                                         agreements contained in, or constitute a default under, or result in the creation of
                                         any encumbrance under the provisions of, its Articles or constating documents or any
                                         shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever
                                         to which it is a party or by which it is bound or to which it may be subject;



 


		(c)	no
                                         proceedings are pending for, and it is not aware of any basis for the institution of
                                         and proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy
                                         or subject to any laws governing the affairs of insolvent persons, and



 


		(d)	the
                                         name of any lithium mine developed on the Property will include “Thompson Bros.
                                         Mine”



 






    4


     


    

 


	3.02	The
                                         Optionee acknowledges that the representations and warranties set forth in paragraph
                                         3.01 hereof form part a of this Agreement and are conditions upon which the Optionor
                                         has relied in entering to this Agreement, and that these representations and warranties
                                         shall survive the acquisition of any interest in the Property hereunder by the Optionee.



 


	3.03	The
                                         parties also acknowledge and agree that the representations and warranties set forth
                                         in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and
                                         a breach of any one or more thereof may be waived by the Optionor in whole or in part
                                         at any time without prejudice to their rights in respect of any other breach of the same
                                         or any other representation or warranty.



 


GRANT
OF OPTIONS AND COMMITMENTS


 


	4.01	The
                                         Optionor hereby irrevocably grants to the Optionee two (2) exclusive and separate rights
                                         and option to acquire undivided legal and beneficial interests in the Property free and
                                         clear from all liens, charges and claims of others, as follows:



 


		(a)	an
                                         undivided one-hundred per cent (100%) interest in the Property, subject to the NSR (the
                                         “First Option”); and



 


		(b)	an
                                         undivided fifty per cent interest in the NSR of the Optionor, in addition to the undivided
                                         one-hundred perfect (100%) interest in the Property that may be acquired under the First
                                         Option (the “Second Optio n”).



 


	4.02	The
                                         Optionee may exercise, subject to paragraph 8.1:



 


		(a)	The
                                         First Option by:



 


Making
the following cash payments and share issuances to the Optionor:


 


		(i)	A
cash payment of $25,000, of which the Optionor acknowledges $10,000 of the $25,000 payment has been made, leaving the balance
of $15,000 owing from the Optionee to the Optionor, and Share Based Payment to the Optionor of 500,000 ABR Shares within seven
(7) days following the Effective Date, and;
	 	 	 



		(ii)	Cash
                                         Payment of $50,000 and Share Based Payment to the Optionor of 500,000 ABR Shares on or
                                         before the 12 month anniversary of the Effective Date, and;
	 	 	 



		(iii)	Cash
                                         Payment of $100,000 and Share Based Payment to the Optionor of 500,000 ABR Shares on
                                         or before the 24 month anniversary of the Effective Date, and;
	 	 	 



		(iv)	Cash
                                         Payment of $100,000 and Share Based Payment to the Optionor of 500,000 ABR Shares on
                                         or before the 36 month anniversary of the Effective Date, and;









 






    5


     


    

 


 


		(v)	Cash
                                         Payment of $100,000 and Share Based Payment to the Optionor of 500,000 ABR Shares on
                                         or before the 48 month anniversary of the Effective Date, and;
	 	 	 



		(vi)	Cash
                                         Payment of $125,000 and Share Based Payment to the Optionor of 500,000 ABR Shares on
                                         or before the 60 month anniversary of the Effective Date, and;



 


incurring
the following Expenditures on the Property by the following dates:


 


		(vii)	Optionee
                                         agrees to spend a total of no less than one and a half million dollars ($1,500,000) of
                                         Expenditures relating to the Property on or before the 60 month anniversary of the Effective
                                         Date.



 


		(b)	The
                                         Second Option, at any time, following its exercise of the First Option and up to the
                                         date of Commencement of Commercial Production, by making cash payment of $1,000,000 together
                                         with all accrued but unpaid NSR at the time of any such election to the Optionor (the
                                         “Second Option Payment”).



 


		(c)	Each
                                         of the anniversary dates for performance of issuance of shares, payments or incurring
                                         Expenditures set out in in this paragraph 4.02 (a) shall be each an independent deadline
                                         (each a “First Option Deadline”).



 


(respectively,
the “Conditions of Exercise”)


 


	4.03	If
                                         the Optionee, by the First Option Deadline, fails to incur the total amount of any of
                                         the Expenditures required under the Conditions of Exercise applicable to any of the First
                                         Option, then the Optionee may pay to the Optionor an amount equal to the shortfall in
                                         Expenditures within 30 days after the said First Option Deadline. Any payment so made
                                         shall be non-refundable and be deemed to be Expenditures duly and properly incurred for
                                         the purposes of the Conditions of Exercise applicable to the First Option.



 


	4.04	Nothing
                                         in this Agreement shall be construed as obligating the Optionee to exercise either of
                                         the Options or, subject to sub-paragraph 9.0S(a) hereof, incur and Expenditures on the
                                         Property.



 


	4.05	In
                                         the event the Optlonee has satisfied the respective Conditions of Exercise (Including
                                         early satisfaction of the Conditions of Exercise), and wishes to exercise an Option,
                                         then to do so it must deliver to the Optlonor an Exercise Notice:



 


		(a)	in
                                         the case of the First Option, prior to the First Option Deadline; and



 






    6


     


    

 


		(b)	in
                                         the case of the Second Option, concurrently with the Second Option Payment;



 


On
delivery of an Exercise Notice the Optionor shall be deemed to have transferred to the Optionee the following undivided equitable
interests:


 


		(a)	In
                                         the case of the First Option, a one-hundred percent (100%) interest in the Property;
                                         and
	 	 	 



		(b)	In
the case of the Second Option, an undivided fifty percent (50%) interest in the NSR.



 


	4.06	Subject
                                         to paragraphs 4.03 and 11.01 hereof, in the event the Conditions of Exercise applicable
                                         to the First Option are not satisfied by the First Option Deadline then the First Option
                                         and the Second Option shall each terminate.



 


	4.07	The
                                         Optionee will be the operator (hereinafter called the “Operator”) for all Expenditures
                                         on the Property to be incurred by the Optionee pursuant to the exercise of the First
                                         Option. The Optionee at its own risk and at its sole cost shall act as Operator on the
                                         Property during the Option Period and as the Operator, the Optionee shall be responsible
                                         in its sole discretion for carrying out and administering exploration, development and
                                         mining work on the Property (collectively the “Work). As Operator, the Optionee
                                         shall have the sole, exclusive and immediate right to enter upon, explore, develop and
                                         mine the Property and to have quiet and exclusive possession of the Property with sole
                                         power and authority to the Optionee and its agents to sample, extract, diamond drill,
                                         prospect, explore, develop and mine the Property in such manner as the Optionee in its
                                         sole discretion may determine, including without limitation, the right to erect, bring
                                         and install thereon all buildings, machinery, equipment and supplies as the Optionee
                                         shall deem necessary and proper and, subject to the NSR reserved for the Optionor, to
                                         remove therefrom reasonable quantities of ores, minerals or metals for assay and testing
                                         purposes. The Optionor agrees to indemnify and save harmless the Optionee from any liability
                                         to which it may be subject arising from any Mining Operations carried out by the Optionor
                                         or at is direction on the Property.



 


	4.08	This
                                         Agreement represents an option only, and except as herein specifically provided otherwise,
                                         nothing herein contained shall be construed as obligating the Optionee to do any acts
                                         or make any payments to the Optionor hereunder, and any act or acts or payment or payments
                                         as shall be made hereunder shall not be construed as obligating the Optionee to do any
                                         further act or make any further payment or payments. This Agreement does not create and
                                         is not intended to create a legal relationship between the Optionee and the Optionor
                                         of agency, partnership, co-venture, joint venture or make either party liable for the
                                         debts and obligations of the other.



 






    7


     


    

 


TRANSFER
OF PROPERTY


 


	5.01	Upon
                                         the exercise by the Optionee of the First Option, the Optionor shall cause to be delivered
                                         to the Optionee duly executed registerable transfers in favour of the Optionee of the
                                         undivided interest(s) in the Property acquired by the Optionee, all as provided herein.



 


	5.02	The
                                         Optionee shall be entitled to record all transfers provided for in paragraph 5.01 hereof
                                         with the appropriate governmental office at its own cost and expense in order to affect
                                         the transfer into its name of whatever interest(s) in the Property has been acquired
                                         by it. All recordings by the Optionee shall at all times clearly indicate the NSR interest
                                         of the Optionor.



 


OBLIGATIONS
OF THE PARTIES DURING THE OPTION PERIODS


 


	6.01	The
                                         Optionee hereby covenants and agrees that for so long as the First Option remains in
                                         effect and it is acting as the Optionor it will:



 


		(a)	maintain
                                         the Property in good standing by the doing and filing of applicable assessment work or
                                         (in addition to any amount paid to the Optionor pursuant to paragraph 4.03 hereof) the
                                         making of payments in lieu thereof, by the payment of taxes and rentals and the performance
                                         of all other actions which may be necessary in that regard and in order to keep the Property
                                         free and clear of all liens and other charges except those at the time contested in good
                                         faith by the Optionor;



 


		(b)	file
                                         all applicable assessment work carried out in respect of the Property to the allowable
                                         extent required and permitted under all applicable mining legislation;



 


		(c)	permit
                                         the Optionor or its duly authorized agents, upon reasonable prior notice to the Optionee,
                                         to have access to the Property in order to examine any work carried out by the Optionee,
                                         provided, however, that neither the Optionor nor its agents shall interfere or obstruct
                                         the operations of the Optionee, its servants and agents on the Property, and further
                                         provided that the Optionor or its agents shall enter upon the Property at their own risk
                                         and that the Optionor agrees to indemnify the Optionee harmless of any loss from all
                                         loss or damage of any nature or kind whatsoever in any way referable to the entry of,
                                         presence on, or activities of either the Optionor or its agents while on the Property,
                                         including, without limiting the generality of the foregoing, bodily injuries or death
                                         at any time resulting therefrom and damage to property sustained by any person or persons;



 






    8


     


    

 


		(d)	conduct
                                         all work on or with respect to the Property in a careful and miner-like manner and in
                                         accordance with all applicable laws, regulations, orders and ordinances of any relevant
                                         governmental authority and indemnify and save the Optionor harmless from any and all
                                         claims, suits or actions made or brought against it as a result of work done by the Optionee
                                         with or respect to the Property;



 


		(e)	obtain
                                         and maintain, or cause any contractor engaged hereunder to obtain and maintain, during
                                         any period in which active work is carried out hereunder, adequate insurance including,
                                         without limiting, insurance for environmental damage;



 


		(f)	pay
                                         all of the Optionee’s accounts in respect of the Property and the Work in connection
                                         herewith as they fall due and keep the Property free and clear of any encumbrances arising
                                         out of the work or the Optionee’s activities including, without limiting, liens arising
                                         under the Builders’ Liens Act (Manitoba); and



 


		(g)	possess
                                         the property in trust for the Optionor.



 


	6.02	Notwithstanding
                                         any of the provisions of this Agreement, the parties specifically agree that the Optionee
                                         shall not be responsible for rectifying any environmental damage sustained on the Property
                                         prior to the date hereof and that the Optionor will indemnify and hold the Optionee harmless
                                         from and against any claims as a result of environmental damage on the Property where
                                         such damage was created prior to the Effective Date.



 


	6.03	Notwithstanding
                                         any of the provisions of this Agreement, the parties specifically agree that the Optionee
                                         will indemnify and hold the Optionor harmless from and against any claims as a result
                                         of environmental damage on the Property where such damage was created after the Effective
                                         Date and as a direct result of the Optionee’s activities on the Property.



 


AREA
OF MATERIAL INTEREST


 


	7.01	An
                                         area of material interest located within two (2) kilometres of the existing exterior
                                         boundaries of the Property is hereby established (hereinafter called the “AMI”).
                                         By executing this Agreement, each of the parties hereby covenants and agrees with the
                                         other party that any property interest or mineral rights which have been acquired by
                                         either of them within the six (6) month period prior to the Effective Date or which shall
                                         be acquired by either of them located within the AMI during the term of this Agreement
                                         shall become part of the Property for the purposes of this Agreement, save as otherwise
                                         provided for herein.



 






    9


     


    

 


	7.02	If
either party acquires a property interest or mineral rights within the AMI as contemplated in paragraph 7.01 hereof, it shall
notify the other party in writing of the property interest or mineral rights acquired and the cost of acquisition thereof. The
notified party shall then have thirty (30) days following receipt by it of the foregoing notification to elect in writing to have
the property interest or mineral rights included as part of the particular individual claim group for the purposes of this Agreement.
If the notified party does not so elect in writing within this thirty (30) day period, the acquiring party shall be entitled to
retain the property interest or mineral rights for its own account and such property interest or mineral rights will not form
part of said individual claim group and will not be subject to the terms of this Agreement.



 


	7.03	If
                                         the notified party does elect in writing to have the property interest or mineral rights
                                         included as part of an individual claim group for the purposes of this Agreement as contemplated
                                         in paragraph 7.02 hereof, it will reimburse to the acquiring party a portion of the cost
                                         of acquisition of the property interest or mineral rights acquired on the following basis:
                                         in the event the Optionee is in the process if exercising the First Option, the reimbursement
                                         will be one hundred per cent (100%) of the acquisition cost, and in the event of the
                                         Optionee is in the process of exercising the Second Option, the reimbursement will be
                                         fifty per cent (50%) of the acquisition cost.



 


CONDITIONS
PRECEDENT


 


	8.01	This
                                         Agreement is subject to the Transfer, approval by the board of directors of the Optionor
                                         and all required regulatory approvals.



 


TERMINATION


 


	9.01	This
                                         Agreement shall terminate:



 


		(a)	at
any time prior to the First Option Deadline, by the Optionee giving notice of termination to the Optionor;



 


		(b)	in
                                         the event the First Option is not exercised by the First Option Deadline;



 


		(c)	within
                                         90 days of the Effective date, in the event regulatory approval for the initial issuance
                                         of shares has not been sent.



 


	9.02	Notwithstanding
                                         any other provision of this Agreement, if at any time during the term of either of the
                                         Options, the Optionee fails to advance to the Optionor any cash payment or shares required
                                         under paragraph 4.02(a) hereof, or fails to incur any of the Expenditure provided for
                                         in paragraph 4.02(a) hereof, or is in breach of any covenant, representation or warranty
                                         contained herein, the Optionor may terminate this Agreement, but only if:



 


		(a)	it
                                         shall have given to the Optionor a notice of default containing particulars of the payment
                                         not advanced or shares not issued, the Expenditures not incurred or the covenant, representation
                                         or warranty breached; and



 



    10


     


    

 


		(b)	the
                                         Optionor has not, within thirty (30) days following delivery of such notice of default,
                                         cured such default.



 


	9.03	Should
                                         the Optionee fail to comply with the provisions of sub-paragraph 9.02(b) hereof, the
                                         Optionor may thereafter terminate this Agreement, and the provisions of paragraph 9.05
                                         shall be applicable.



 


	9.04	The
                                         Optionee shall vacate the Property within a reasonable time after termination, but shall
                                         have the right of access to the Property for three (3) months following termination for
                                         the purpose of removing its buildings, plant, equipment, machinery, tools, appliances
                                         and supplies from the Property. All buildings, plant, equipment, machinery, tools, appliances
                                         and supplies on the Property beyond this three (3) month period after termination without
                                         the written consent of the Optionor (which may be unreasonably withheld) shall become
                                         the property of the Optionor free and clear of any claim or encumbrance by or through
                                         the Optionee.



 


	9.05	If
                                         this Agreement terminates prior to the First Option Deadline at a time when the Optionee
                                         is acting as Operator, the Optionee shall:



 


		(a)	ensure
                                         that all filings for assessment credit have been made in respect of all Expenditures
                                         to the maximum extent permitted, or all payments of money in lieu thereof have been made
                                         to maintain the Property in good standing for at least 120 days from the date of termination;
                                         and



 


		(b)	ensure
                                         that the Optionor is provided with copies of all plans, assay maps, diamond drill records
                                         and all other data information in all formats including without limiting, electronic
                                         records pertaining to the Property and relating to the Expenditures which had therefore
                                         not been delivered to the Optionor.



 


TRANSFER
OF INTERESTS


 


	10.01	The
                                         Optionee may at any time sell, transfer, or otherwise dispose of all its interest in
                                         and to the Property and this Agreement to a bona fide transferee, provided that it shall
                                         have first delivered to the Optionor its agreement related to this Agreement and to the
                                         Property, containing:



 


		(a)	a
covenant by such transferee to perform all obligations of the Optionee to be performed under this Agreement in respect of the
interest to be acquired by it from the Optionee to the same extent as this Agreement had been originally executed by the Optionee
and such transferee as joint and several obligators making joint and several covenants; and



 






    11


     


    

 


		(b)	a
                                         provision subjecting any further sale, transfer or other disposition of such interest
                                         or any portion thereof in an to the Property and this Agreement to the restrictions contained
                                         in sub-paragraph 10.0l(a) hereof.



 


	10.02	No
                                         assignment by the Optionee of any interest less than it entire interest in this Agreement
                                         and in the Property shall be permitted, but upon the transfer by the Optionee of the
                                         entire interest at the time held by it in this Agreement and in the Property, the Optionee
                                         shall be deemed to be discharged from all obligations hereunder or other fulfillment
                                         of the contractual commitments and any environmental liabilities, occurring from and
                                         after the effective on the date on which the Optionee shall have no further interest
                                         in this Agreement on the Property.



 


	10.03	The
                                         Optionor may at any time sell, transfer or otherwise dispose of all of its interest in
                                         and to the Property and this Agreement to any wholly owned subsidiary of the Optionor
                                         or to a company whose management will be substantially similar to the current management
                                         of the Optionor within a reasonable period of time following the transfer of this Agreement
                                         to such a company without the written consent of the Optionee, whose consent shall not
                                         be unreasonably withheld, and further provided that in either case it shall have first
                                         delivered to the Optionee its Agreement related to this Agreement and to the Property,
                                         containing:



 


		(a)	a
                                         covenant by such transferee to perform all the obligations by the Optionor to be performed
                                         under this Agreement in respect of the interest to be acquired by it from the Optionor
                                         to the same extent as if this Agreement had been originally executed by the Optionor
                                         and such transferee as joint and several obligors making joint and several covenants;
                                         and



 


		(b)	a
                                         provision subjecting any further sale, transfer or other disposition of such interest
                                         or any portion thereof in and to the Property and this Agreement to the restrictions
                                         contained in sub-paragraph 10.03(a) hereof.



 


FORCE
MAJEURE


 


	11.01	If
                                         the Optionee is at any time during the term of this Agreement either prevented or delayed
                                         in complying with any provision of this Agreement by reason of strikes, labour shortages,
                                         power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting
                                         normal operations, shipping delays or any other reason or reasons (other than lack of
                                         funds) beyond the control of the Optionee, the time limited for the performance by the
                                         Optionee of its obligations hereunder shall be extended by a period of time equal in
                                         length to the period of each such prevention or delay.



 






    12


     


    

 


	11.02	The
                                         Optionee shall give prompt notice to the Optionor of each event of force majeure under
                                         paragraph 11.01 hereof and upon cessation of such event shall furnish the Optionor with
                                         notice to that effect together with particulars of the number of days by which the obligations
                                         of the Optionee hereunder have been extended by virtue of such event of force majeure
                                         and all preceding events of force majeure.



 


CONFIDENTIAL
INFORMATION


 


	12.01	No
information in respect of the activities carried out on the Property or any portion thereof by the Optionee during the currency
of either the First Option or the Second Option shall be published by either the Optionor or the Optionee without the prior written
consent of the other, but such consent in respect of the reporting or factual data shall not be unreasonably withheld, and shall
not be withheld in respect to information required to be publically disclosed pursuant to applicable securities or corporation
laws. In the event either the Optionor or the Optionee proposes to publish any such information, it shall first provide to the
other written notice by facsimile or email of the information proposed to be published at least one business day prior to the
publication of such information. In the event the receiving party receiving such written notice has not provided comments to the
party sending such written notice within three (3) business days of the receipt of such written notice, the other party will be
free to publish such information without further reference to the party to whom such written notice was sent.



 


NOTICES
AND PAYMENT


 


	13.01	Any
                                         notice, demand, payment or other communication under this Agreement will be given in
                                         writing and must be delivered or sent by facsimile or email to the party to which it
                                         is being given at the following addresses:



 


		(a)	if
                                         to the Optionor:



 


Strider
Resources limited


 


P.O
Box 144, Cranberry Ridge, Manitoba, ROB OHO


 


Attention:
Mr. D.V. Ziehlke


 


Fax:
(204) 472-3485


 


Email:
dziehlke@mymts.net


 






    13


     


    

 


		(b)	if
to the Optionee:



 


Ashburton Ventures Inc.


 


Attention:
Mr. Mike England


 


Fax:
(604) 683-3988


 


Email:
mike@engcom.ca


 


	13.02	If
notice, demand, payment or communication is sent by facsimile or email, the party receiving said delivery shall acknowledge receipt
of the notice, demand, payment or communication with three (3) business days.



 


CURRENCY


 


	14.01	All
references to monies hereunder will be in lawful currency of Canada.



 


FURTHER
ASSURANCES


 


	15.01	The
Optionor and the Optionee agree to adhere to and provide all acts, deeds, things, devices, documents and assurances as may be
required in order to carry out the true intent and meaning of this Agreement, including the registration thereof against any of
the mineral property interests comprising the Property at the request of any party.



 


TIME
OF THE ESSENCE


 


	16.01	Time
shall be of the essence of this Agreement.



 






    14


     


    

 


COSTS


 


	17.01	Each
of the parties hereto shall be responsible for paying its own costs in relation to the preparation and execution of this Agreement.



 


ENTIRE
AGREEMENT


 


	18.01	The
parties hereto agree that the terms and conditions of this Agreement shall supersede and replace any other agreements or arrangements,
whether oral or written heretofore existing among the parties in respect of the subject matter of this Agreement.



 


COUNTERPARTS


 


	19.01	This
Agreement and any certificate or other writing delivered in connection herewith may be executed in any number of counterparts
and any party hereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and
all of which counterparts of this Agreement or other such writings, as the case may be, taken together, will be deemed to be one
and the same instrument. The execution of this Agreement or any other writing by any other party hereto will not become effective
until all counterparts hereof have been executed by all the parties hereto.



 


EXECUTION
BY FACSIMILE OR EMAIL


 


	20.01	Each
of the parties hereto will be entitled to rely upon delivery by facsimile or email of executed copies of this Agreement and any
certificates or other writings delivered in connection herewith, and such facsimile or email copies will be legally effective
to create a valid and binding agreement among the parties in accordance with the terms and conditions of this Agreement.



 






    15


     


    

 


TITLES


 


	21.01	The
titles to the respective paragraphs hereof shall not be deemed as part of this Agreement but shall be regarded as having been
used for convenience only.



 


GOVERNING
LAW


 


	22.01	This
Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada
applicable therein and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such
province and all courts competent to hear appeals therefrom.



 


ENUREMENT


 


	23.01	This
Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their successors and permitted assigns,
as the case may be.



 






    16


     


    

  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[THIS
SPACE IS INTENTIALLY LEFT BLANK]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


IN
WITNESS THEREOF this Agreement has been executed as of the day and year first above written.


 


SIGNED
and DELIVERED by


 


STRIDER
RESOURCES LIMITED


 


in
the presence of:


 


 


___________________________


 


Authorized
Signatory


 


SIGNED
and DELIVERED by


 


ASHBURTON
VENTURES INC.


 


in
the presence of:


 





_________________


Authorized Signatory


 






     


     


    

 


SCHEDULE
“A” TO THE AGREEMENT MADE AND DATED FOR REFERENCE THE 26 DAY OF APRIL, 2016 BETWEEN STRIER RESOURCES LIMITED AND ASHBURTON
VENTURES INC.


 


The
following is a description of the properties in respect of which the Optionee has been granted Options to acquire an undivided
one-hundred per cent (100%) interest, all of which properties are located in the Wekusko Lake area, province of Manitoba:


 


THOMPSON
BROS. LITHIUM PROPERTY


 


NTS:
SE 13-63J


 


	Claim Name	 	Claim #	 	Area (Ha)	 	Expiry Date
	 	 	 	 	 	 	 
	ADD-1052	 	(MB1052)	 	235 ha	 	September 18, 2030
	ADD-1053	 	(MB1053)	 	83 ha	 	September 18, 2030
	ADD-3203	 	(P3203F)	 	82 ha	 	November 10, 2030
	ADD-3033	 	(P3033F)	 	32 ha	 	June 20, 2030
	ADD-6301	 	(MB6301)	 	110 ha	 	May 23, 2030
	ADD-6303	 	(MB6303)	 	180 ha	 	May 16, 2030
	ADD-3035	 	(P3035F)	 	53 ha	 	June 20, 2030
	ADD-49853	 	(W49853)	 	32 ha	 	June 21, 2030
	ADD-13	 	(P2818F)	 	16 ha	 	November 29, 2030
	Thompson-2	 	(P7463B)	 	21 ha	 	January 4, 2030
	Thompson-3	 	(P7464B)	 	21 ha	 	January 4, 2030
	Thompson-6	 	(W47380)	 	16 ha	 	September 6, 2030
	Thompson-7	 	(W47378)	 	16 ha	 	September 6, 2030
	ADD-6305	 	(MB6305)	 	224 ha	 	April 11, 2030
	CRO-5737	 	(MB5737)	 	250 ha	 	April 11, 2030
	CRO-5736	 	(MB5736)	 	202 ha	 	April 11, 2030
	CRO-5735	 	(MB5735)	 	216 ha	 	April 11, 2030
	ADD-754	 	(MB11754)	 	40 ha	 	March 3, 2017
	 	 	 	 	 	 	 
	TOTAL AREA:	 	1829 ha in 18 claims blocks	 	 	 	 




 






     


     


    

 


SCHEDULE
“B” TO THE AGREEMENT MADE AND DATED FOR REFERENCE THE 26 DAY OF APRIL, 2016 BETWEEN STRIDER RESOURCES LIMITED AND ASHBURTON
VENTURES INC.


 


“Net
Smelter Return” shall mean the aggregate proceeds received by the Optionee from time to time from any arm’s length smelter
or other arm’s length purchaser from the sale of any ores, concentrates, metals or any other material of commercial value produced
by and from the Property, deducting therefrom:


 


		(a)	if
                                         the product is treated as an arm’s length party at a smelter, refinery or mint, all expenses,
                                         relating hereto, including all costs and charges for the treatment, tolling, smelting,
                                         refining or minting of such products and all costs associated therewith such as transporting,
                                         insuring, handling, weighing, sampling, assaying and marketing, as well as all penalties,
                                         representation charges, referee’s fees and expenses, import taxes and export taxes;



 


		(b)	if
                                         the product is treated at a smelter, refiner or mint owned, operated or controlled by
                                         Ashburton Ventures Inc. or any affiliate, all expenses referred to in subparagraph (a)
                                         above, such charges, costs and expenses to be equivalent to the prevailing rates charged
                                         by similar smelters, refineries or mints as the case may be in arm’s length transactions
                                         for the treatment of like quantities and quality of product;



 


The
Optionee shall reserve and pay to the Optionor a Net Smelter Return Royalty equal to two per cent (2%) of Net Smelter Return (“NSR”)


 


Payment
of NSR payable to the Optionor hereunder shall be made quarterly within thirty (30) days after the end of each calendar
quarter during which the Optionee receives Net Smelter Returns. Within sixty (60) days after the end of each calendar year
for which the NSR are payable to the Optionor, the records relating to the calculation of NSR for such year shall be audited
by the Optionee and any adjustment in the payment of the NSR to the Optionor shall be made forthwith after completion of the
audit. All payments of NSR to Optionor for a calendar year shall be deemed final and in full satisfaction of the obligations
of the Optionee in respect thereof if such payments or the calculations are not disputed by the Optionor within sixty (60)
days after receipt by the Optionor of the same audited statement. The Optionee shall maintain accurate records relevant to
the determination of NSR and the Optionor, or its authorized agent, shall be permitted the right to examine such records at
all reasonable times.