Exhibit
10.2


 


OPTION
FINANCING AGREEMENT


 


THIS
AGREEMENT is dated effective as of September 26, 2016


 


BETWEEN:


 


ASHBURTON
VENTURES INC., a company existing under the laws of the Province of British Columbia.


 


(“ABR”
or the “Optionor”)


 


AND:


 


MANITOBA
MINERALS PTY LTD, a company existing under the laws of the Commonwealth of Australia.


 


(“MMPL”
or the “Optionee”)


 


WHEREAS:


 


A. the
Optionor and Strider Resources Limited (“Strider”) entered into an option agreement dated effective April 21,
2016 (the “Strider Agreement”) attached hereto as Schedule “A”, whereby Strider irrevocably
granted to the Optionor two (2) exclusive and separate rights and option to acquire undivided legal and beneficial interests in
the Property (as defined below) free and clear from all Liens (as defined below), charges and claims of others, as follows: (a)
an undivided one-hundred per cent (100%) interest in the Property (the “First Option”); and (b) an undivided
fifty per cent (50%) interest in the NSR (as defined below), in addition to the undivided one-hundred percent ( 100%) interest
in the Property that may be acquired under the First Option (the “Second Option”, and together with the First
Option, the “ABR Options”);


 


B. upon
the exercise of the ABR Options in accordance with the terms of the Strider Agreement, Strider shall be deemed to transfer to
ABR the following: (i) a I00% undivided beneficial interest in the Property; and (ii) an undivided 50% interest in the NSR;


 


C. ABR
and Colleville Management Pty Ltd (then named Manitoba Minerals Pty Ltd) entered into a heads of agreement on April 26, 2016,
which heads of agreement was assigned to MMPL on, or about, 11 May 2016 (as assigned, the “Heads of Agreement”), and
which Heads of Agreement sets out the general terms pursuant to which MMPL agreed to finance ABR’s obligations under the Strider
Agreement in exchange for the right to be granted the MMPL Option (as defined below);


 


D. the
parties wish to enter into this Agreement to supersede the Heads of Agreement and to provide for the grant, subject to in all
respects and conditional upon the exercise by the Optionor of the First Option, by the Optionor to the Optionee of options for
the Optionee to acquire: (i) an initial 80% undivided registered and beneficial interest in the Property and the corresponding
Mineral Rights (as defined below) (the “Base Option”); (ii) additional 15% undivided registered and beneficial
interest in the Property and the corresponding Mineral Rights (as defined below) (the “Additional 15% Option”);
and (iii) an option to acquire for cancellation an undivided fifty percent (50%) interest in the NSR acquired upon exercise of
the Second Option ( the NSR Option”, and together with the Base Option and the Additional 15% Option, the “MMPL
Option” ), all in accordance with the terms hereof;


 




     


     


    

 


E. the
Optionee has acquired (or procured the acquisition of) a total of 3,000,000 ABR Shares (as defined below) (the “Strider
Shares “) from ABR in order to satisfy, for and on behalf of ABR, the Optionor’s share based payments to Strider
as contemplated by the Strider Agreement, 500,000 of such Strider Shares, together with a cash payment of $25,000, have already
been delivered by the Optionee to Strider in accordance with the Strider Agreement; and


 


F. the
exercise of the Base Option will be subject to (i) the satisfaction of the Optionee’s Base Option Obligations (as defined below),
and (ii) the exercise or the ABR Options.


 


The
parties agree as follows:


 


		1.	Definitions
                                         and Interpretation



 


		1.1	For
                                         the purposes of this Agreement:



 


“ABR
Options” has the meaning assigned in the recitals;


 


“ABR
Shares” common shares in the capital of the ABR;


 


“Additional
15% Option” has the meaning assigned in the recitals;


 


“Affiliate”
means any person, partnership, joint venture, corporation or other form of enterprise, which directly or indirectly controls,
is controlled by, or is under common control with, a party to this Agreement. For purposes of the preceding sentence, “control”
means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership
of voting securities, contract, voting trust or otherwise;


 


“Agents”
shall mean consultants (including financial advisors), servants, employees, agents, affiliates,


workmen,
contractors and subcontractors;


 


“Agreement”
means this option financing agreement, as amended from time to time, and all schedules which are incorporated by reference;


 


“Applicable
Laws” shall mean any Canadian or foreign federal, state, provincial or local law, regulation, ordinance, code, order
or other requirement or rule of law or the rules, policies, orders or regulations of any securities commission or stock exchange,
including any judicial or administrative interpretation thereof applicable to any Person or legal entity (including each party)
or any of its properties, assets, business, operations, directors, officers, employees or Agents;


 


“Base
Option” has the meaning assigned in the recitals;


 


“Business
Day” means any day, other than a Saturday or Sunday, on Which banks in Vancouver, British Columbia, Canada, and Perth, Australia,
are open for commercial banking business during normal banking hours;


 


“Capital
Restructuring Event” means, prior to the delivery of all of the Strider Shares by MMPL to Strider, for and on behalf
of ABR, pursuant to the terms hereof and in satisfaction of ABR’s obligations under the Strider Agreement, a reclassification
of the ABR Shares or a capital reorganization or a consolidation, amalgamation or merger of ABR with or into any other body corporate,
trust, partnership or other entity;


 




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“Commencement
of Commercial Production” has the meaning given lo it in the Strider Agreement;


 


“Confidential
Information” means all information and documents (whether in tangible or electronic form) relating to the Property including
without limitation, documents recording or evidencing expenditures made on the Property, correspondence with government authorities
or third parties relating to the Property, all maps, assays, surveys, mosaics, aerial photographs, electromagnetic tapes, sketches,
drawings, memoranda, drill cores, drill logs, drilling and assay reports, production reports, samples, metallurgical, geological,
geophysical, geochemical and engineering data in respect of the Property;


 


“Environmental
Claims” means any and all administrative, regulatory, or judicial actions, suits, demands, claims, Liens, notices of
non-compliance or violation, investigations, or proceedings relating in any way to any Environmental Law or any permit issued
under any Environmental Law, including, without limitation:


 


		(a)	any
                                         and all claims by government or regulatory authorities for enforcement, clean-up, removal,
                                         response, remedial, or other actions or damages under any applicable Environmental Law;
                                         and



 


		(b)	any
                                         and all claims by any third party seeking damages, contribution, indemnification, cost
                                         recovery, compensation, or injunctive or other relief resulting from hazardous materials,
                                         including any release of those claims, or arising from alleged injury or threat of injury
                                         to human health or safety (arising from environmental matters) or the environment;



 


“Environmental
Laws” all applicable laws relating to pollution or the protection and preservation of the environment or Hazardous Substances,
including applicable laws relating to Releases or threatened Releases of Hazardous Substances into the indoor or outdoor environment
(including ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Substances and all laws and regulations
with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all laws
relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources;


 


“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;


 


“First
Option” has the meaning assigned in the recitals;


 


“Governmental
Authority” means any federal, provincial, local, municipal or other governmental department, commission, board, bureau, agency,
Crown corporation or instrumentality, any court, securities commission or stock exchange having jurisdiction;


 


“Hazardous
Substance” means any substance or material that is or becomes prohibited, controlled or regulated by any municipal, local
or other level of government and any government agency, body, corporation, organization, department, official or authority responsible
for administering or enforcing any law and includes any toxic substance, waste and dangerous goods;


 




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“Indemnified
Party” has the meaning assigned in Section 10.1;


 


“Indemnifying
Party” has the meaning assigned in Section 10.1;


 


“Joint
Venture Agreement” has the meaning assigned in Section 2.8;


 


“Lien”
means any mortgage, charge, casement, encroachment, lien, adverse claim, assignment by way of security, security interest,
servitude, pledge, hypothecation, conditional sale agreement, security agreement, title retention agreement, financing statement,
option, right of pre-emption, right of first refusal or right of first offer, privilege, obligation to assign, license, sublicense,
trust, royalty, carried, working, participation or net profits interest or other third party interest or other encumbrance or
any agreement, option, right or privilege capable of becoming any of the foregoing


 


“MMPL
Option” has the meaning assigned in the recitals;


  


“Mineral
Rights” means all rights, whether contractual or otherwise, derived from the mining concessions comprising the Property
and all other rights related to such concessions including for the exploration for or exploitation or extraction of mineral resources
and reserves, together with surface rights, water rights, royalty interests, fee interests, joint venture interests and other
leases, rights of way and enurements related to such rights, and includes any other interests into which such mineral claims or
other mineral property interests may have been converted;


 


“Mining
Operations” has the means set out in Section 5.1;


 


“Net
Smelter Return Royalty” has the meaning ascribed thereto in the Strider Agreement;


 


“NSR”
means the 2% Net Smelter Return Royalty on the Property payable to Strider, which Net Smelter Return Royalty will be reduced
to 1% if the Second Option is exercised:


 


“NSR
Option” has the meaning assigned in the recitals:


 


“Operator”
has the meaning assigned in Section 5;


 


“Optionee’s
Base Option Obligations” has the meaning assigned in Section 2.1 (d);


 


“Person”
shall include any individual, partnership, unincorporated association, organization, syndicate, corporation, joint venture,
trust and a trustee, executor, administrator or other legal or personal respective, Governmental Authority or other entity howsoever
designated or constituted;


 


“Products”
shall mean all ores, minerals and mineral products located on, in or under or delivered from the Property and all beneficiated
and other products produced therefrom under this Agreement;


 


“Pre-Feasibility
Study” means a comprehensive study of the viability of the Property setting out the preferred mining method and determining
an effective method of mineral processing, such study to include financial analysis based on reasonable assumptions of technical,
engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which
are sufficient for a qualified person, acting reasonably, to determine if all or part of the, mineral resource may be classified
as a mineral reserve;


 


“Property” means all of Strider’s direct and indirect right, title and interest in and to the properties described in Schedule
 “B” hereto:


 




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“Release”
means any release, spill, emission, discharge, leaking, pumping, dumping, escape, injection, deposit, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor environment (including, ambient air, surface water, ground water,
and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in
the air, soil, surface water, ground water or property;


 


“Second
Option” has the meaning assigned in the recitals;


 


“Strider”
has the meaning assigned in the recitals:


 


“Strider
Agreement “ has the meaning assigned in the recitals; and


 


“Strider
Shares” has the meaning assigned in the recitals.


 


1.2 For
the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


		(a)	the
                                         words  “here in” and “hereunder” and other words of similar import refer
                                         to this Agreement as a whole and not to any particular Section or other subdivision of
                                         this Agreement:



 


		(b)	the
                                         word “including”, when following any general statement, term or matter, is
                                         not to be construed to limit such general statement, term or matter to the specific items
                                         or matters set out immediately following such word or to similar items or matters, whether
                                         or not non-limiting language (such as “without limitation” or “but not limited
                                         to” or words of similar import) is used with reference thereto but rather refers to
                                         all other items or matters that could reasonably fall within the broadest possible scope
                                         of such general statement, term or matter;



 


		(c)	any
                                         reference to a statute includes and, unless otherwise specified in this Agreement, is
                                         a reference to such statute and to the regulations made pursuant thereto, with all amendments
                                         made thereto and in force from time to time, and to any statute or regulations that may
                                         be passed which has the effect of supplementing or superseding such statute or such regulation;



 


		(d)	any
                                         reference to “party” or “parties” means the Optionor and the Optionee,
                                         or any one or more of them, as the context requires;



 


		(c)	the
                                         headings in this Agreement are for convenience of reference only and do not affect the
                                         interpretation of this Agreement;



 


		(I)	words
                                         importing the masculine gender include the feminine or neuter gender and words in the
                                         singular include the plural and vice versa; and



 


		(g)	all
                                         references to currency refer to Canadian dollars.



 


1.3 The
following are the Schedules to this Agreement and are incorporated into this Agreement by reference:


 


	Schedule
    A;	Strider
    Agreement
	Schedule
    B:	Description
    of the Property
	Schedule
    C:	Property
    Liens
	Schedule
    D:	Base
    Option Payments



 




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Wherever
any term or condition, expressed or implied, in any of the Schedules conflicts or is at variance with any term or conditions of
this Agreement, the terms or conditions of this Agreement will prevail.


 


1.4 The
agreements, covenants, obligations, indemnities, representations and warranties of either or both of the Optionor and Optionee
shall be joint and several agreements, covenants, obligations, indemnities, representations and warranties of Optionor and Optionee.


 


2. Acknowledgement,
Grant of Options and Commitments Each of ABR and MMPL expressly acknowledge and agree that nothing contained in this Agreement
shall constitute a sale, transfer or disposition by ABR of its interest in and to the Property and the Strider Agreement.


 


2.2
Effective as of the effective date of the Strider Agreement, the Optionor hereby irrevocably grants to the Optionee the Base Option
and the Additional 15% Option.


 


2.3
The Optionee may exercise the Base Option, subject to in all respects and conditional upon the exercise by the Optionor of the
First Option, by:


 


		(a)	funding
                                         all cash payments due in relation to the First Option up to $475,000 over 60 months,
                                         such payments to be paid in accordance with the payment scheme as described in Schedule
                                         “D” of this Agreement;



 


		(b)	funding
                                         Expenditures and Mining Operations for a minimum of $1,500,000, such funding to be made
                                         on or before the 60 month anniversary of the effective date of the Strider Agreement;
                                         and



 


		(c)	delivering
                                         all Strider Shares due in relation to the fulfilment of the First Option, to Strider,
                                         for and on behalf of ABR, as contemplated under Schedule “D” hereto
	 	 	 
	 	 	((a)
                                         through (c) are referred to herein as the “Optionee’s Base Option Obligations”).



 








2.4 Should
the Optionee fail to make any of the Optionee’s Base Option Obligations, the Optionor will immediately notify the Optionee or
the breach. The Optionee will thereby have 15 days from the date of notification to rectify the breach, failing which the Optionor
will have the right, at its discretion, to terminate this Agreement. Upon such termination, the Optionee will have no further
rights under this Agreement or in and to the Property or NSR.


 


2.5 At
any time after the Optionee has fulfilled all of Optionee’s Base Option Obligations the Optionee will be entitled to exercise
the Base Option by giving written notice to the Optionor specifying that the Optionee wishes to acquire an undivided 80% beneficial
interest in the Property. Upon the receipt of such notice, the Optionor shall within three business days exercise the First Option.


 


2.6
The Optionee may exercise the Additional 15% Option for cash consideration of $1,000,000 at any time following the exercise of
the Base Option and up to the entering of the Joint Venture Agreement.


 


2.7
The Optionee may exercise the NSR Option for cash consideration of $1, 000,000 at any time following the exercise of the Base
Option and up to the date of Commencement of Commercial Production by giving written notice of such exercise to the Optionor.
Upon the receipt of such notice, the Optionor shall within three business days exercise the Second Option to acquire for cancellation
a 50% undivided interest in the NSR.




 




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2.8 Subsequent
to the Optionee’s exercise of the Base Option in accordance with the terms hereunder and following the completion of a Pre-Feasibility
Study, the parties hereby agree to enter into a joint venture agreement (the “Joint Venture Agreement”) in a
form customary for transactions of this nature, with a contribution reflective of each parties’ respective interest in the Property
at such time.


 


Except
as specifically provided elsewhere in this Agreement, nothing in this Agreement will obligate the Optionee to do any further act
or acts and in no event will this Agreement or any act done be construed as an obligation of the Optionee to do or perform any
work on or with respect to the Property.


  


3.
Representations and Warranties of the Optionor and the Optionee


 


3.1
The Optionor represents, warrants to the Optionee that:


 


		(a)	it
                                         is a valid and subsisting corporation duly created and in good standing under the laws
                                         of the jurisdiction in which it is created;



 


		(b)	it
                                         has been duly authorized to enter into, and to carry out its respective obligations under,
                                         this Agreement;



 


		(c)	this
                                         Agreement has been duly executed and delivered and constitutes a legal, valid and binding
                                         obligation; enforceable against it in accordance with its terms, subject to bankruptcy,
                                         insolvency and other similar laws affecting creditors’ rights generally, and to general
                                         principles of equity;





 


		(d)	neither
                                         the execution and delivery of this Agreement nor any of the agreements referred to or
                                         contemplated in this Agreement will conflict with or result in any breach of the constating
                                         documents of the Optionor nor will it conflict with or result in any breach of any covenants
                                         or agreements contained in or constitute a default under or accelerate the performance
                                         required under any agreement or other instrument to which it is a party or by which it
                                         is bound or to which it may be subject;





 


		(e)	Schedule
                                         “B” to this Agreement provides a complete and accurate list and description
                                         of all of the Mineral Rights comprising the Property;



 


		(f)	to
                                         the best of the knowledge of the Optionor, the mineral concessions comprising the Property
                                         arc validly issued, are registered in the name of Strider, are presently in good standing,
                                         subject to compliance with applicable laws of Manitoba in connection therewith, and,
                                         other than as described in Schedule “C”, upon the exercise of the ABR Options,
                                         no person other than the Optionor and Strider (in respect to the remaining NSR at such
                                         time) has any interest in the Property or production therefrom;





 


		(g)	to
                                         the best of the knowledge of the Optionor, the registerable Mineral Rights comprising
                                         the Property have been properly located and recorded in compliance with applicable law,
                                         and all Mineral Rights are valid and subsisting;



 


		(h)	attached
                                         as Schedule “A” hereto is a true, correct and complete copy of the Strider
                                         Agreement and such agreement has not been amended or modified;



 




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		(i)	the
                                         Strider Agreement is: (i) enforceable by the Optionor, as applicable, in accordance with
                                         its terms (subject to any limitation under bankruptcy, insolvency or other laws affecting
                                         creditors’ rights gene rally and to general principals of equity): and (ii) in
                                         full force and effect, and there exists no breach thereof or default or event of default
                                         or event, occurrence, condition or act with respect to the Optionor or, to the Optionor’s
                                         knowledge, with respect to Strider or otherwise that, with or without the giving or
                                         notice, the lapse of time or the happening of any other event or conditions, would (A)
                                         become a default or event of default under the Strider Agreement, or (B) result in the
                                         loss or expiration of any right or option by the Optionor (or the gain thereof by any
                                         third party) under the Strider Agreement;



 


		(j)	the
                                         Optionor is not aware of any defects, failures or impairments in Strider’s title to
                                         the Property or whether or not an action, suit, proceeding or inquiry is pending or threatened
                                         and whether or not discovered by any third party;



 


		(k)	the
                                         Optionor has duly and timely satisfied all of the obligations required to be satisfied,
                                         performed and observed by it under, and there exists no default or event of default or
                                         event occurrence, condition or act which, with the giving of notice, the lapse of time
                                         or the happening of any other event or condition, would become a default or event of
                                         default by the Optionor under the Strider Agreement:






 


		(I)	the
                                         land comprising the Property is not protected by a federally protected ecological area
                                         or by a sacred, indigenous or religious ban or limitation in Canada:



 


		(m)	the
                                         Optionor has conducted its work on the Property in accordance with good mining industry
                                         practices and in material compliance with all applicable laws, and, in particular, all
                                         applicable licensing and Environmental Laws or other lawful requirements of any governmental
                                         authority applicable to it:



 


		(n)	the
                                         Optionor has not received from any govern mental authority or any other person any notice
                                         of or communication relating to any actual or alleged Environmental Claims, and there
                                         are no outstanding work orders or actions of which they have been made aware and which
                                         are required to be taken relating to environmental matters respecting the Property or
                                         any operations carried out on the Property:



 


		(o)	the
                                         Optionor is not aware of any actual or pending proceedings for, and it not is aware of
                                         any basis for, the institution of any proceedings leading to the placing of the Optionor
                                         in bankruptcy or subject to any other laws governing the affairs of insolvent parties;



 


		(p)	the
                                         Optionor, having made due and proper enquiries, is not aware of any actual or pending
                                         proceedings, claims or actions, and it not is aware of any basis for the institution
                                         of any proceedings, claim or actions, against the Optionor or Strider which adversely
                                         impact upon, or have the potential if successful pursued to adversely impact upon, the
                                         Property or the rights granted to the Optionee under this Agreement;



 


		(q)	the
                                         execution and delivery or this Agreement and the performance of its the obligations of
                                         the Optionor in this Agreement, will not violate or result in the breach of the laws
                                         of any jurisdiction applicable to the Optionor;



 




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		(r)	to
                                         the best of the Optionor’s knowledge, there is currently no adverse claim or challenge
                                         against or to the ownership or title lo any part of the Property and there is no basis
                                         for such adverse claim or challenge which may affect the Property;



 


		(s)	the
                                         Optionor or, to the best of its knowledge, Strider, as applicable, has made all taxes,
                                         assessment, rentals, levies, or other payments relating to the Property requires to be
                                         made to any applicable government authority:



 


		(t)	no
                                         person has any proprietary or possessory interest in the Property other than Strider
                                         and the Optionor and, other than the NSR, as described in Schedule “C”, no person
                                         is entitled to any royalties or other payment in the nature of rent or royalties on any
                                         minerals, ores, metals or concentrates or any other such products removed from the Property;



 


		(u)	other
                                         than continuous disclosure obligations under applicable securities laws, no filing with
                                         or notice to or authorization of any regulatory agency or governmental authority is required
                                         on the part of the Optionor as a condition to the lawful completion of the transactions
                                         contemplated under this Agreement; and



 


		(v)	the
                                         Optionor is not aware or any material fact or circumstance which has not been disclosed
                                         to the Optionee, which should be disclosed in order to prevent the representations and
                                         warranties in this Section from being misleading, or which may be material in the Optionee’s
                                         decision to enter into this Agreement.



 


3.2 The
representations and warranties contained in Section 3.1 are made as of the date of this Agreement and arc provided for the exclusive
benefit of the Optionee and its Affiliates, and a breach of any one or more representations or warranties may be waived by the
Optionee in whole or in part, expressly by written communication, at any time without prejudice to its rights in respect of any
other breach of the same or any other representation or warranty, and the representations and warranties contained in Section
3.1 will survive the execution and delivery of this Agreement for a period of five years. If at any time up to, and until, the
earlier of the termination of this Agreement or the exercise or expiry of the last of the MMPL Options (the “Term”),
the Optionor become aware that any of the representations and warranties contained in Section 3.1 are breached (treating each
such warranty as if it had been given throughout the Term) it must immediately notify MMPL of the nature of circumstances giving
rise to the breach.


 


3.3
The Optionee represents and warrants to the Optionor that:


 


		(a)	it
                                         is a valid and subsisting corporation duly created and in good standing under the laws
                                         of the jurisdiction in which it is created:



 


		(b)	it
                                         has been duly authorized to enter into, and to carry out its obligations under, this
                                         Agreement;



 


		(c)	this
                                         Agreement has been duly executed and delivered by the Optionee and constitutes a legal,
                                         valid and binding obligation, enforceable against it in accordance with its terms, subject
                                         to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally,
                                         and to general principles of equity; and



 


		(d)	the
                                         execution and delivery of this Agreement and any or the agreements referred to or contemplated
                                         in this Agreement will not conflict with nor result in any breach of its constating documents,
                                         or any agreement to which the Optionee is a party.






 







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3.4 The
representations and warranties contained in Section 3.3 are provided for the exclusive benefit of the Optionor, and a breach of
any one or more representations or warranties may be waived by the Optionor in whole or in part, expressly by written communication,
at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty,
and the representations and warranties contained in Section 3.3 will survive the execution and delivery of this Agreement for
a period of five years.


 


4.
Covenants of Optionor and Optionee


 


4.1
The Optionor covenants and agrees with the Optionee that it will throughout the term of this Agreement:


 


		(i)	not
                                         do any act or thing which would or might in any way adversely affect the rights of the
                                         Optionee hereunder;



 


		(ii)	not
                                         terminate the Strider Agreement or assign or otherwise transfer any benefit of the Optionor
                                         under the Strider Agreement to any other party prior to the exercise of the ABR Options
                                         without the express written consent of the Optionee, which consent may be withheld in
                                         its sole discretion;



 


		(iii)	not
                                         consent to the sale, transfer, assignment or encumbrance or otherwise agree to the disposition
                                         of any of Strider’s right, title or interest in and to the Property or any portion thereof
                                         without prior written consent of the Optionee, which consent may be withheld in its sole
                                         discretion;



 


		(iv)	not
                                         amend, vary, modify, waive any rights under or otherwise alter in any way the terms of
                                         the Strider Agreement or any related agreements or instrument, without prior written
                                         consent of the Optionee, which consent may be withheld in its sole discretion;



 


		(v)	upon
                                         the exercise of the First Option, the satisfaction of the Optionee’s Base Option Obligations,
                                         the exercise of the Base Option and receipt of a notice, the Optionor shall transfer
                                         to the Optionee an undivided 80% registered and beneficial title to the Property and
                                         the corresponding Mineral Rights;



 


		(vi)	upon
                                         the exercise of the Additional 15% Option and receipt of a notice expressing the exercise
                                         of same, the Optionor shall transfer to the Optionee an undivided 15% registered and
                                         beneficial title to the Property and the corresponding Mineral Rights;



 


		(vii)	upon
                                         exercise of the Second Option and the NSR Option, the NSR will be reduced by fifty percent
                                         (50%) (i.e. to 1% );



 


		(viii)	not
                                         adopt a plan of liquidation or resolutions providing for the liquidation or dissolution;



 


		(ix)	except
                                         as contemplated hereunder, duly observe and perform each and every of the covenants and
                                         agreements set forth in the Strider Agreement, and any related agreements or instruments,
                                         and not do or cause to be done or omit to do or cause to be done, any act or thing that
                                         would constitute a breach thereof or default or event of default or event, occurrence,
                                         condition or act with respect to the other contracting party or otherwise that, with
                                         or without the giving of notice, the lapse of time or the happening of any other event
                                         or conditions, would (A) become a default or event of default under any such agreement
                                         or instrument, as applicable, or (B) result in the loss or expiration of any right or
                                         option (or the gain thereof by any third party) under any such agreement or instrument,
                                         as applicable;



 




    - 10 -


     


    

 


		(x)	defend
                                         all lawsuits or other legal, regulatory or other proceedings challenging or affecting
                                         this Agreement, the Strider Agreement or the Optionor’s right, title or interest in and
                                         to the Property or any portion thereof, or the consummation of the transactions contemplated
                                         hereby;



 


		(xi)	use
                                         all reasonable efforts to have filled or rescinded any injunction or restraining order
                                         or other order which may adversely affect the ability of the parties to consummate the
                                         transactions contemplated under this Agreement;



 


		(xii)	promptly
                                         provide the Optionee with any and all notices and correspondence received from third-parties
                                         (including but not limited to government agencies and Strider) in respect of the Property;



 


		(xiii)	make
                                         available to the Optionee and its representatives all available relevant technical data,
                                         geotechnical reports, maps, digital files, historical information with respect to previous
                                         exploration work conducted on the Property requested by the Optionee and other data with
                                         respect to the Property in the Optionor’s possession or control;







 


		(xiv)	at
                                         the request and sole cost of the Optionee, shall prepare or have prepared and submit
                                         to the Optionee a Pre-Feasibility Study, the purpose of which shall be to establish whether
                                         a mineralized deposit on the Property is of sufficient size and grade to justify development
                                         of a mine and such other related facilities as may be desirable, including, a beneficiation
                                         plant for processing Products; and



 


		(xv)	the
                                         Optionee shall have 90 days after receipt of any Pre-Feasibility Study to meet and consider,
                                         and to approve or reject, the Pre-Feasibility Study and its recommendations. If the Optionee
                                         rejects a Pre-Feasibility Study, it may in its discretion direct the Optionor to perform
                                         or have performed such additional work as the Optionee deems necessary to revise the
                                         Pre-Feasibility Study. In such event, the Optionor shall promptly perform such additional
                                         work at the Optionee’s sole expense, revise the Pre-Feasibility Study accordingly and
                                         submit it to the Optionee for approval or rejection.



 


4.2 The
Optionee covenants and agrees with the Optionor that it will throughout the term of this Agreement, not do any act or thing which
would or might in any way adversely affect the rights of the Optionor hereunder or pursuant to the Strider Agreement.


 


4.3 The
Optionee covenants and agrees with the Optionor that, in the event there is a Capital Restructuring Event, the Optionor shall
be entitled to demand in writing the transfer by the Optionee of all of the Strider Shares held by the Optionee to Strider in
full satisfaction of the remaining payments due under the share based payments scheme as contemplated by the Strider Agreement
and in Schedule “D” hereto (provided that the Optionee shall first have a period of not less than 10 Business Days in
which to elect to terminate the Agreement under Section 8.1). The Optionee shall immediately transfer the Strider Shares to the
Optionor upon receiving notice from the Optionor of a Capital Restructuring Event.


 




    - 11 -


     


    

 


5.
Appointment as Operator’s Agent


 


5.1 The
Optionor hereby appoints the Optionee as its agent throughout the term of this Agreement to act as operator, for and on behalf
of the Optionor, for all Expenditures on the Property to be incurred by the Optionor pursuant to the exercise of the First Option.
The Optionee hereby accepts such appointment and agrees, at its own risk and at its sole cost, to act as agent for the Optionor
as operator on the Property during the period of this Agreement and in such capacity, the Optionee shall be responsible in its
sole discretion for carrying out and administering exploration, development and mining work on the Property (collectively, the
“Mining Operations”). As agent of the Optionor 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, to remove therefrom reasonable quantities of ores, minerals or metals for assay and testing purposes.
The Optionee shall conduct all operations in a proper and workmanlike manner. 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.


 


5.2 Subject
to the Optionee’s exclusive rights set forth in Section 5.1 herein, the Optionor will continue to have a right of access
to the Property.


 


6.
Transfer of Title


 


6.1
As soon as practicable following the exercise by the Optionee of the Base Option and if applicable the Additional 15% Option,
and in any event within IS Business Days following such exercise, each of the Optionee and the Optionor will do all such further
acts and execute and deliver to the Optionee or file with the applicable governmental authority, as applicable, such further
documents as the same may be necessary to, as applicable, assign to the Optionee all of the Optionor’s right, title and interest
in and the Property, or to transfer and to effect registration of the Optionor’s 80% or 95%, as the case may be, interest
in the Property and the corresponding Mineral Rights with the appropriate registries provided that the Optionor has exercised
the First Option under the Strider Agreement on or before the Optionee’s exercise of the applicable MMPL Option.


 


6.2
For greater certainty: (i) the time periods set forth in Section 6.1 pertain to the acts and execution and delivery of documents
required to effect registration, and not to the time by which the registrations and assignments must be made effective; (ii) the
exercise of the applicable MMPL Option by the Optionee, as contemplated by this Agreement is subject to, and cannot occur prior
to the exercise of the exercise of the First Option; and (iii) following the exercise of the First Option by the Optionor and
prior to the effect of the assignments and registrations in favour of the Optionee set out in Section 6.1, the Optionor will be
deemed to hold all of its right, title and interest in and to the Property in trust for the Optionee.


 


7.
Confidential Information


 


7.1 Except
as provided in Section 7.2 or with the prior written consent of the other party, such consent not to be unreasonably withheld
or delayed, each of the Optionor and the Optionee will keep confidential and not disclose to any third party or the public any
Confidential Information.


  




    - 12 -


     


    

 


7.
2The consent required by Section 7.1 will not apply to a disclosure:


 


		(a)	in
                                         confidence to an Affiliate, consultant, contractor or subcontractor that has a bona
                                         fide need to be informed;









 


		(b)	in
                                         confidence lo any third party to whom the disclosing party contemplates a transfer of
                                         all or any part of its interest in this Agreement;



 


		(c)	to
                                         a governmental agency or to the public where such disclosure is required by pertinent
                                         laws or regulation or the rules of any applicable stock exchange;



 


		(d)	to
                                         an investment dealer, broker, bank or similar financial institution, in confidence if
                                         required as part of a due diligence investigation by such financial institution in connection
                                         with a financing required by such party or its shareholders or Affiliates to meet, in
                                         part, its obligations under this Agreement; or



 


		(e)	made
                                         by the Optionor or by an Affiliate thereof in a press release or such other public disclosure
                                         document required in order for the Optionor to comply with applicable securities laws
                                         or stock exchange rules, regulations or policies; and



 


		(f)	made
                                         by the Optionee or by its Affiliate thereof in a press release or such other public disclosure
                                         document required in order for the Optionee or its Affiliates to comply with applicable
                                         securities laws or stock exchange rules, regulations or policies; and



 


		(g)	to
                                         the public if such disclosure is a technical content press release provided that the
                                         Optionee will provide a copy of any such proposed press release in advance of disclosure
                                         and allow the Optionor reasonable time to comment upon such release, unless such disclosure
                                         is captured by Section 7.2 (e) or Section 7.2(f).



 


8.
Default and Termination


 


8.1 The
Optionee will have the right to terminate this Agreement at any time up to the date of exercise of the First Option by giving
notice in writing of such termination to the Optionor, and upon delivery of such notice, this Agreement will terminate and be
of no further force or effect, subject to Section 19.


 


8.2 The
Optionor may terminate this Agreement if: (a) the Optionee is in default of its obligations hereunder, or causes the Optionor
to be in default of its obligations under the Strider Agreement, and the Optionor has provided written notice (a “Default
Notice”) to the Optionee of such default, and (b) the Optionee remains in default of such obligations after 15 days from
its receipt of the Default Notice.


 


8.3 In
the event that this Agreement is terminated prior to the exercise of the First Option, the Optionee shall: (a) ensure that all
filings for assessment credit have been made in respect of all Expenditures to the maximum extent permitted; and (b) ensure that
the Optionor is provided with copies of all plans, assay maps, diamond drill records and all other data and information in all
formats including, without limitation, electronic records, pertaining to the Property and relating to the Expenditures.


 


9.
Indemnity


 


9.1 Each
Party (the “Indemnifying Party) covenants and agrees with the other party (the “Indemnified Party”)
(which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless
the Indemnified Party against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or
reasonable legal fees suffered or incurred by reason of or arising out of any warranties or representations on the part of the
Indemnifying Party in this Agreement being untrue or arising out of a breach of this Agreement by an Indemnifying Party or the
Indemnifying Party and its duly authorized representatives accessing the Property or any work done by them or with respect to
the Property.


 




    - 13 -


     


    

 





10.
Governing Law and Jurisdiction


 


10.1 This
Agreement is construed and in all respects governed by the laws of the Province of British Columbia, and the parties submit to
the non-exclusive jurisdiction of the courts of British Columbia.


 


11.
Notices


 


11.1 All
notices and other required communications and deliveries to the parties will be in writing given by personal delivery or by electronic
means addressed as follows (or to such other address as the parties may specify in writing from time to time):


 


		(a)	to
                                         the Optionor:

                                                                                Ashburton
                                         Venture Inc.

                                                                                1240-789
                                         West Pender St.

                                                                                Vancouver,
                                         BC, V6C IH2

	 	 	 
	 	 	Fax:
                                         (604) 683-3988
	 	 	Email:
                                         mike@engcom.ca

                                                                                Attention:
                                         Mike England




 


		(b)	to
the Optionee:
	 	 	 
	 	 	Manitoba
Minerals Pty Ltd


7
Athlone Road,


Floreat,
Western Australia, 6014



	 	 	 
	 	 	Fax:
618-638 0-9299


Email:
dinalepage 100@gmail.com

Attention: Dina Le Page






 








with
a copy to the Optionee’s solicitors:


 


	 	 	Wildeboer
                                         Dellelce LLP 
 Suite 800, 365 Bay Street
 Toronto, Ontario M5H 2V1



	 	 	 	 
	 	 	Fax: 	416-361-1790
	 	 	Email: 	jhergott@wildlaw.ca
	 	 	Attention:	Jeff
Hergott




 








Any
notices and other required communications and deliveries given by personal delivery will be conclusively deemed to have been given
on the day of actual delivery thereof and, if given by electronic means, on the day of transmittal thereof if given during the
normal business hours of the recipient and on the next day if not given during such normal business hours on any day.


 







    - 14 -


     


    

  


12.
Force Majeure


 


Time
shall be of the essence of this Agreement, provided however that notwithstanding anything to the contrary contained herein, if
either party should at any time or times during the currency of this Agreement be delayed in or prevented from complying with
this Agreement by reason of wars, acts of God, strike, lockouts or other labour disputes, inability to access its place of business
or the Property (other than inability to access the Property because of the seasonality of weather conditions for which a party
has not properly and adequately planned), acts or public insurrection, riots, fire, storm, flood, explosion, government restriction,
failure to obtain any approvals required from any Governmental Authority having jurisdiction (but only in the circumstances that
the Operator has filed timely and complete applications for such approvals from such Governmental Authorities having jurisdiction),
including environmental protection agencies, interference of persons primarily concerned about environmental issues or native
rights groups or other causes whether of the kind enumerated above or otherwise which are not reasonably within the control of
the applicable party, but excluding for greater certainty, unavailability of funds, the period of all such delays resulting from
such causes or any of them, shall be excluded in computing the time within which anything required or permitted by the applicable
party to be done, is to be done here under, and the time within which anything is to be done hereunder shall be extended by the
total period of all such delays. Nothing contained in this Article shall require the applicable party to settle any labour dispute
or to test the constitutionality of any enacted law. In the event that any party asserts that an event of force majeure has occurred,
it shall complete such reasonable actions or cause such reasonable actions to be completed as may be necessary to correct or terminate
the alleged event of force majeure and give notice in writing to the other party specifying the following:


 


		(a)	the
cause and nature of the alleged event of force majeure:



 


		(b)	a
summary of the action it or its agents have taken to the date of such notice to correct the alleged event of force majeure:



 


		(c)	confirmation
as to all acts, actions and things done by it or its Agents to terminate the event of force majeure: and



 


		(d)	the
reasonably expected duration of the period of force majeure.



 


Any
party asserting an event of force majeure shall provide ongoing periodic notice in writing to the other party with respect to
such events of force majeure, including the matters set out above, within 15 days of the end of each calendar month during the
period of force majeure and shall provide prompt notice in writing to the other party upon the termination of the event of force
majeure.


 


13.
 Assignment and Encumbrances


 


13.1
During the term of this Agreement, the Optionor will not be entitled to grant any Lien upon the Property or any portion
thereof without the prior written consent of the Optionee.


 


13.2 The
ABR Options and the Optionor’s rights hereunder may not be assigned either in whole or in part, directly or indirectly, by the
Optionor without the prior written consent of the Optionee.


 


13.3 Neither
of the Parties shall be entitled to assign any rights or benefits under this Agreement without the prior written consent of the
other Party.


 


13.4 If
during the Term there is an event of insolvency in relation to the Optionor (including any liquidation, official management, receivership,
appointment of an administrator, order or application for
deregistration, winding up, dissolution, assignment for the benefit of or compromise, arrangement, composition or moratorium
with creditors generally or any class of creditors, deed of company arrangement, scheme of arrangement, insolvency, or a similar
procedure or any attempt to undertake any of the aforementioned) the Optionor will be deemed immediately prior to that event to
have made an assignment of its rights under the Strider Agreement to the Optionee, subject to the parties subsequently complying
with any obligations applicable to same under the Option Agreement.


 




    - 15 -


     


    







 


14.
Entire Agreement


 


This
Agreement constitutes the entire agreement between the Optionor and the Optionee and will supersede and replace any other agreement
or arrangement, whether oral or in writing, previously existing between the parties with respect to the subject matter of this
Agreement, including for greater certainty the Heads of Agreement.


 


15.
Consent or Waiver


 


No
consent or waiver, express or implied, by either party in respect of any breach or default by the other party in the performance
by such other party of its obligations under this Agreement will be deemed or construed to be consent to or a waiver of any other
breach or default.


 


16.
Further Assurances


 


The
parties will promptly execute, or cause to be executed, all bills of sale, transfers, documents, conveyances and other instruments
of further assurance which may be reasonably necessary or advisable to carry out fully the intent and purpose of this Agreement
or to record wherever appropriate the respective interests from time to time of the parties in the Property.


 


17.
Severability


 


If
any provision of this Agreement is or becomes illegal, unenforceable or invalid for any reason whatsoever, then such illegal,
unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability
or validity of the remaining provisions of this Agreement.


 


18.
Enurement


 


This
Agreement enures to the benefit of and is binding on the parties and their respective successors and permitted assigns.


 


19.
Survival


 


Sections
5, 6, 8.3, 9, I 0, 11, 14, 15, 16, 17, 18, 19 and 22 will survive execution, delivery and termination of this Agreement.


 


20.
Amendments


 


This
Agreement may only be amended in writing with the mutual consent of all parties.


 


21.
Time


 


Time
is of the essence in this Agreement.


 




    - 16 -


     


    




 


22.
Expense and Commissions


 


Each
party will pay its own legal and other costs and expenses incurred in connection with this Agreement and agrees to save harmless
each other party from and against any and all claims whatsoever for any commissions or other remuneration payable or alleged to
be payable to anyone acting on its behalf.


 


23.
Counterparts


 


This
Agreement may be executed in any number of counterparts and by electronic means with the same effect as if the parties had signed
the same document. All counterparts will be construed together and constitute one and the same agreement.


 


{the
remainder of this page is intentionally blank}


 




    - 17 -


     


    

 


The parties have
executed this Agreement the day and year first written above.


 


	ASHBURTON VENTURES INC.	         
	 	 	 
	By:	/s/ John Masters	 
	 	Authorized Signatory	 
	 	Name:	John Masters	 
	 	Title	CFO	 
	 	 	 
	MANITOBA MINERALS PTY LTD	 
	 	 	 
	By:		  
	 	Authorized Signatory	 
	 	Name:	 	 
	 	Title	 	 


 



    - 18 -


     


    




 


SCHEDULE
“A”


 


STRIDER AGREEMENT


 






     


     


    

 


SCHEDULE
“B”


 


DESCRIPTION
OF THE PROPERTY


 


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	 	 



 






    - 2 -


     


    

 


SCHEDULE
“C”


 


 LIENS
ON THE PROPERTY


 


NSR,
subject to a reduction to 1% net smelter return if the Second Option is exercised. 


 






    - 3 -


     


    

 


SCHEDULE
“D”


 


BASE
OPTION PAYMENTS


 


a. 
Cash payment of $50,000 and share based payment to Strider of 500,000 Strider Shares on or before April 21, 2017;


 


a. 
Cash payment of $100,000 and share based payment to Strider of 500,000 Strider Shares on or before April 21, 2018;


 


c. 
Cash payment of $100,000 and share based payment to Strider of 500,000 Strider Shares on or before April 21, 2019;


 


d. 
Cash payment of $100,000 and share based payment to Strider of 500,000 Strider Shares on or before April 21, 2020; and


 


e. 
Cash payment of $125,000 and share based payment to Strider of 500,000 Strider Shares on or before April 21, 2021.


 


 


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