Exhibit 10.4


 


SNOW LAKE RESOURCES
LIMITED


 


2200-201
Portage Avenue 

Winnipeg, Manitoba R3B 3L3


 


PRIVATE & CONFIDENTIAL


 


November 14, 2018


 


Progressive Plant Solutions
Inc.

 789 West Pender Street, Suite 1240 

Vancouver, British Columbia


V6C 1H2


Email: steve@harpurine.com


 


Attention: Stephen Harpur, Chief Executive Officer


 


Dear Sirs,


 


		Re:	Purchase of the Thompson Project Option Interest of
Progressive Planet Solutions Inc.



 


This
agreement is further to our discussions with Progressive Planet Solutions Inc. (the “Vendor”) regarding the acquisition
(the “Transaction”) of its 20% earned interest in the Thompson Brothers Lithium Property located in Wekusko Lake,
Manitoba, Canada (the “Purchased Interest”), comprised of various mining claims set forth on Schedule “A”
(the “Thompson Project” ) by Snow Lake Resources Limited (“Snow Lake”).


 


Upon execution,
this agreement will form a binding obligation of the parties to complete the Transaction on the terms set forth herein.
Forthwith following execution of this agreement the parties will prepare the definitive documentation (the “Transaction
Agreements”) required to complete the Transaction. Such definitive Transaction Agreements shall contain terms and
provisions typical for a transaction of this nature including, without limitation, representations and warranties with
respect to corporate authority, enforceability, unencumbered ownership, no knowledge of any environmental damage and no
approvals being required for transfer of the Purchased Interest. To the extent that the parties are not able to agree upon
the definitive Transaction Agreements this agreement  shall govern.


 


I. Background


 


Snow Lake understands that
the Vendor has earned a 20% interest in the Thompson Project from Strider Resources Limited (“Strider”). The Thompson
Project has a JORC compliant resource of approximately 6.3 Million tonnes at 1.3 Li with the mineralization associated with two
steeply dipping pegmatite veins. Mineralization at the Thompson Project remains open at depth and along strike.


 




     


     


    

 


2.
Purchase Price


 


The
total consideration to be paid by Snow Lake for the Purchased Interest shall be $3,325,000 through a cash payment of $325,000 and
the issuance of 12,000,000 common shares in the capital of Snow Lake share (the “Snow Lake Shares’’), to be issued
at a deemed price of $0.25 per common, subject to escrow provisions outlined below (the “Purchase Price”). The
Vendor agrees that it will direct that 1,500,000 of the Snow Lake Shares forming part of the Purchase Price will be issued to Strider.
Snow Lake shall qualify the Snow Lake Shares under the prospectus to be filed by it with respect to its anticipated initial public
offering (“IPO”) prospectus. The Purchase Price will be payable to the Vendor on the closing of the Transaction.


 


The Vendor acknowledges
and agrees that the Snow Lake Shares, when issued, will be subject to a contractual escrow pursuant to which 100,000 shares will
be released from the contractual escrow each month (with the right to sell no more than 15,000 per day) for the first 15 months
following issuance and thereafter no shares will be released until 24 months following the commencement of trading of Snow Lake
Shares on a recognized stock exchange, at which time the remaining shares shall be released from the contractual escrow. Alternatively,
Snow Lake and/or its financial advisor will assist the Vendor in disposing of up to 1,500,000 shares through a private transaction.
In the event that Snow Lake does not raise at least $3 million pursuant to its proposed flow-through financing, there will be
no early release of Snow Lake Shares from the contractual escrow prior to the 24 month anniversary of the commencement of the
listing of the Snow Lake Shares on a recognized stock exchange. The contractual escrow will begin at commencement of the listing
of the Snow Lake Shares. Prior thereto, the Vendor will not be subject to any restrictions regarding the sale of its 10,500,000
Snow Lake Shares, other than those set forth in applicable securities laws. However any potential sale of these shares prior to
the IPO will not release the buyer from PLAN contractual escrow obligations outlined above. Snow Lake hereby confirms that the
common shares in the capital of Snow Lake to be held by Nova will be subject to similar restriction on transfer as those set forth
above to apply to the Snow Lake Shares to be issued pursuant to the terms of this agreement. In the event that the IPO is not
completed by September 30, 2019, then the Snow Lake Shares shall be released from contractual escrow.


 


Notwithstanding the foregoing,
no Snow Lake Shares shall be released from the contractual escrow until Strider transfers the Thompson Project to the applicable
option holders. In addition, the Snow Lake Shares will be subject to escrow provisions pursuant to applicable securities law and
policies of either the TSX Venture Exchange or Canadian Securities Exchange (in either case, the “Exchange”) and
the certificates representing the Snow Lake Shares shall bear such legends as are required under applicable securities law or under
applicable policies of the Exchange.


 


Subject
to compliance with applicable securities laws and the rules of the Exchange, Snow Lake will permit the Vendor to distribute up
to 6,000,000 of the Snow Lake Shares to its shareholders pursuant to a dividend or other mechanism permitted by applicable law,
provided that the Snow Lake Shares so distributed contain a legend restricting their sale until the 24 month anniversary of commencement
of trading on a recognized stock exchange in lieu of the contractual escrow otherwise agreed to by the Vendor.


 




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2A. Mine


 


Snow
Lake acknowledges and agrees that, in the event that a lithium mine is developed by it or on its behalf on the Purchased Interest,
such mine shall be named the “Thompson Bros. Mine”.


 


3.
Conditions Precedent


 


The
conditions precedent in favour of Snow Lake to be included in the Transaction Agreements (which conditions may be waived in the
sole discretion of Snow Lake) will include, without limitation, the following:


 


		(a)	all of the terms, covenants and conditions in the agreements to be complied
with or performed by the Vendor at or before the Time of Closing shall have been complied with or performed in all material respects
and a certificate of a senior officer of the Vendor, dated the Closing Date, to that effect shall have been delivered to Snow Lake;



 


		(b)	the representations and warranties of the Vendor contained in the agreements
shall be true and correct in all material respects at the time or closing with the same force and effect as if such representations
and warranties were made at and as of such time, and a certificate of an officer or the Vendor, dated the closing date, to that
effect shall have been delivered to Snow Lake;



 


		(c)	no legal or regulatory action or proceeding shall be pending or threatened
by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Interest contemplated hereby;



 


		(d)	Snow Lake shall have been provided with a favorable legal opinion of the
Vendor’s legal counsel, in a form consistent with those delivered in connection with transactions of this nature and satisfactory
to Snow Lake’s legal counsel, acting reasonably;



 


		(e)	the Vendor shall have been provided with a favourable legal opinion of Snow
Lake’s legal counsel, in a form consistent with those delivered in connection with transactions of this nature and satisfactory
to the Vendor’s legal counsel, acting reasonably;



 


		(t)	assignment of all applicable assets; and



 


		(g)	Snow Lake shall have issued no more than 48 million shares
to Nova Mineral for its interest in the Thompson Project.



 


4.
Expenses


 


Each
or the parties hereto will bear its own professional and other costs and expenses in relation to the Transaction incurred by it.


 




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5.
Binding Nature


 


Each
party acknowledges and agrees that it is entering into this agreement in consideration for the mutual agreements, promises and
undertakings given by each other party to this agreement. The parties acknowledge and agree that this agreement is binding in accordance
with its terms.


 


6.
General Matters


 


The
term “person” as used in this agreement will be interpreted broadly to include, without limitation, any corporation,
company, partnership, trust, limited partnership, unincorporated organization or individual.


 


This
agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws or Canada
applicable therein.


 


7.
Confidentiality


 


The
parties agree that any information which they may obtain concerning each other or a related party of the other and the detail and
terms of this agreement will be kept confidential and will not be used for any purpose other than completing the transactions contemplated
by this agreement provided that:


 


		(a)	each party will act reasonably in considering the request from the other for consent to make
an announcement concerning the Transaction; and



 


		(b)	this item shall not prevent Snow Lake or its parent company
Nova Minerals, or the Vendor, from making any announcement required by law (including the ASX or TSX Listing Rules) provided that,
without detracting from its legal obligations, all parties shall act reasonably in considering any amendments proposed by Snow
Lake or the Vendor to any announcement made.



 


A
party may disclose confidential information to any officer, employee, advisor, shareholder or consultant who it reasonably determines
needs to know or have the information for the purposes of effecting or assessing the Transaction provided that the disclosing party
will be responsible for the recipient protecting the confidential nature of that information and liable to the other party for
any unauthorized disclosure.


 


8.
Acceptance


 


This
agreement may be signed in one or more counterparts (by original or facsimile signature), each of which when so executed shall
be deemed to be an original, and such counterparts together shall constitute one and the same instrument.


 






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Yours truly,


 


	 	SNOW LAKE RESOURCES LIMITED
	 	 
	 	Per:	
	 	Name: 	 
	 	Title:	Director
	 	 	 
	Agreed to this 16  day of November, 2018	 
	 	 
	 	I have authority to bind the Corporation
	 	 
	 	PROGRESSIVE PLANET SOLUTIONS INC.
	 	 
	 	Per:	
	 	Name:	 
	 	Title:	 
	 	 	 
	 	I have authority to bind the Corporation


 






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