Exhibit 10.12


 


 


 


 


 


 


 


 


Snow
Lake Resources Ltd.


 


 


 


STOCK
OPTION PLAN


 


 


 


 


 


 


Dated
as of May 1, 2019


 


 


 


 


 



     


     


    

 


TABLE
OF CONTENTS


  


	 	 	Page
	 	 	 
	ARTICLE 1 DEFINITIONS AND INTERPRETATION	1
	 	 	 
	1.1	Defined Terms	1
	1.2	Interpretation	3
	 	 	 
	ARTICLE 2 ESTABLISHMENT OF PLAN	3
	 	 	 
	2.1	Purpose	3
	2.2	Shares Reserved	4
	2.3	Non-Exclusivity	4
	2.4	Effective Date	4
	 	 	 
	ARTICLE 3 ADMINISTRATION OF PLAN	5
	 	 	 
	3.1	Administration	5
	3.2	Amendment, Suspension and Termination	5
	3.3	Compliance with Legislation	5
	 	 	 
	ARTICLE 4 OPTION GRANTS	6
	 	 	 
	4.1	Eligibility and Multiple Grants	6
	4.2	Option Agreement	6
	4.3	Limitation on Grants and Exercises	6
	 	 	 
	ARTICLE 5 OPTION TERMS	7
	 	 	 
	5.1	Exercise Price	7
	5.2	Expiry Date	7
	5.3	Vesting	8
	5.4	Non-Assignability	8
	5.5	Ceasing to be Eligible Person	8
	 	 	 
	ARTICLE 6 EXERCISE PROCEDURE	9
	 	 	 
	6.1	Exercise Procedure	9
	 	 	 
	ARTICLE 7 AMENDMENT OF OPTIONS	10
	 	 	 
	7.1	Consent to Amend	10
	7.2	Amendment Subject to Approval	10
	 	 	 
	ARTICLE 8 MISCELLANEOUS	10
	 	 	 
	8.1	No Rights as Shareholder	10
	8.2	No Right to Employment	10
	8.3	Governing Law	10
	8.4	Approval	10


  


SCHEDULE “A” - FORM OF STOCK OPTION PLAN
OPTION AGREEMENT


SCHEDULE “B” - NOTICE OF EXERCISE


 



     


     


    

 


ARTICLE
1

 DEFINITIONS AND INTERPRETATION


 


	1.1	Defined
Terms



 


For
the purposes of this Plan, the following terms shall have the following meanings:


 


		(a)	“Affiliate”
                                         has the meaning ascribed thereto by the Exchange;



 


		(b)	“Board”
                                         means the board of directors of the Corporation or, as applicable, a committee consisting
                                         of not less than three Directors of the Corporation duly appointed to administer this
                                         Plan;



 


		(c)	“Common
                                         Shares” means the common shares of the Corporation;



 


		(d)	“Company”
                                         unless specifically indicated otherwise, means a corporation, incorporated association
                                         or organization, body corporate, partnership, trust, association or other entity other
                                         than an individual;



 


		(e)	“Consultant”
                                         means, in relation to a Corporation, an individual (other than an Employee or a Director
                                         of the Corporation) or Company that:



 


		(i)	is
                                         engaged to provide on an ongoing bona fide basis, consulting, technical, management or
                                         other services to the Corporation or to an Affiliate of the Corporation, other than services
                                         provided in relation to a distribution;



 


		(ii)	provides
                                         the services under a written contract between the Corporation or the Affiliate and the
                                         individual or the Company, as the case may be;



 


		(iii)	in
                                         the reasonable opinion of the Corporation, spends or will spend a significant amount
                                         of time and attention on the affairs and business of the Corporation or an Affiliate
                                         of the Corporation; and



 


		(iv)	has
                                         a relationship with the Corporation or an Affiliate of the Corporation that enables the
                                         individual to be knowledgeable about the business and affairs of the Corporation,



 


and
includes a Company of which a Consultant is an employee or shareholder and a partnership of which a Consultant is an employee
or partner;


 


		(f)	“Corporation”
                                         means Snow Lake Resources Ltd. and its successor entities;



 


		(g)	“Director”
                                         means a director of the Corporation or of an Affiliate;



 


		(h)	“Disinterested
                                         Shareholder Approval” means the passing of an ordinary resolution by the holders
                                         of Common Shares excluding the Common Shares held by, to the Corporation’s knowledge
                                         at the time the information is provided, the Corporation, a Participant or an Eligible
                                         Person;



 


		(i)	“Eligible
                                         Person” means a Director, Officer, Employee or Consultant, and includes an
                                         issuer all the voting securities of which are owned by Eligible Persons;



 



     


     


    

 


		(j)	“Employee”
                                         means an individual who:



  


		(i)	is
                                         considered an employee of the Corporation or its subsidiary under the Income Tax Act
                                         (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions
                                         must be made at source);



 


		(ii)	works
                                         full-time for the Corporation or its subsidiary providing services normally provided
                                         by an employee and who is subject to the same control and direction by the Corporation
                                         over the details and methods of work as an employee of the Corporation, but for whom
                                         income tax deductions are not made at source; or



 


		(iii)	works
                                         for the Corporation or its subsidiary on a continuing and regular basis for a minimum
                                         amount of time per week providing services normally provided by an employee and who is
                                         subject to the same control and direction by the Corporation over the details and methods
                                         of work as an employee of the Corporation, but for whom income tax deductions are not
                                         made at source;



 


		(k)	“Exchange”
                                         means the Canadian Securities Exchange and any successor entity;



 


		(l)	“Expiry
                                         Date” means the last day of the term for an Option, as set by the Board at
                                         the time of grant in accordance with Section 5.2 herein and, if applicable, as amended
                                         from time to time;



 


		(m)	“Insider”
                                         means, in respect of the Corporation: (a) a Director or senior officer of the Corporation,
                                         (b) a Director or senior officer of a Company that is an Insider or subsidiary of the
                                         Corporation; (c) a Person that beneficially owns or controls, directly or indirectly,
                                         Common Shares carrying more than 10% of the voting rights attached to all outstanding
                                         Common Shares of the Corporation, or (d) the Corporation itself, if it holds any of its
                                         own securities;



 


		(n)	“Investor
                                         Relations Activities” means any activities, by or on behalf of the Corporation
                                         or shareholder of the Corporation, that promote or reasonably could be expected to promote
                                         the purchase or sale of securities of the Corporation, but does not include:



 


		(i)	the
                                         dissemination of information provided, or records prepared, in the ordinary course of
                                         the business of the Corporation:



 


		(A)	to
                                         promote the sale of products or services of the Corporation; or



 


		(B)	to
                                         raise public awareness of the Corporation, that cannot reasonably be considered to promote
                                         the purchase or sale of securities of the Corporation;



 


		(ii)	activities
                                         or communications necessary to comply with the requirements of:



 


		(A)	applicable
                                         securities laws;



 


		(B)	Exchange
                                         requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory
                                         body or exchange having jurisdiction over the Corporation;



 


		(iii)	communications
                                         by a publisher of, or writer for, a newspaper, magazine or business or financial publication,
                                         that is of general and regular paid circulation, distributed only to subscribers to it
                                         for value or to purchasers of it, if:



 



    - 2 -


     


    

 


		(A)	the
                                         communication is only through the newspaper, magazine or publication; and



 


		(B)	the
                                         publisher or writer receives no commission or other consideration other than for acting
                                         in the capacity of publisher or writer; or



 


		(iv)	activities
                                         or communications that may be otherwise specified by the Exchange;



 


		(o)	“Management
                                         Company Employee” means an individual who is employed by a person providing
                                         management services to the Corporation or an Affiliate which are required for the ongoing
                                         successful operation of the business enterprise of the Corporation or the Affiliate,
                                         but excluding a person providing Investor Relations Activities;



 


		(p)	“Officer”
                                         means an officer of the Corporation or of an Affiliate, and includes a Management Company
                                         Employee;



 


		(q)	“Option”
                                         means an option to purchase Common Shares pursuant to this Plan;



 


		(r)	“Option
                                         Agreement” means an agreement, in the form attached hereto as Schedule “A”,
                                         whereby the Corporation grants to an Eligible Persons an Option;



 


		(s)	“Other
                                         Share Compensation Arrangement” means, other than this Plan and any Options,
                                         any stock option plan, stock options, employee stock purchase plan or other compensation
                                         or incentive mechanism involving the issuance or potential issuance of Common Shares,
                                         including but not limited to a purchase of Common Shares from a treasury which is financially
                                         assisted by the Corporation by way of loan, guarantee or otherwise;



 


		(t)	“Participant”
                                         means an Eligible Person who has been granted an Option; and



 


		(u)	“Plan”
                                         means this Stock Option Plan.



 


	1.2	Interpretation



 


		(a)	References
                                         to the outstanding Common Shares at any point in time shall be computed on a non-diluted
                                         basis.



 


ARTICLE
2

 ESTABLISHMENT OF PLAN


 


	2.1	Purpose



 


The
purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by:


 


		(a)	providing
                                         an incentive mechanism to foster the interest of Eligible Persons in the success of the
                                         Corporation and its Affiliates;



 


		(b)	encouraging
                                         Eligible Persons to remain with the Corporation or its Affiliates; and



 


		(c)	attracting
                                         new Directors, Officers, Employees and Consultants.



 



    - 3 -


     


    

 


	2.2	Shares
Reserved



 


		(a)	The
                                         aggregate number of Common Shares that may be reserved for issuance pursuant to Options
                                         shall not exceed 10% of the outstanding Common Shares at the time of the granting of
                                         an Option, LESS the aggregate number of Common Shares then reserved for
                                         issuance pursuant to any Other Share Compensation Arrangement. For greater certainty,
                                         if an Option is surrendered, terminated or expires without being exercised, the Common
                                         Shares reserved for issuance pursuant to such Option shall be available for new Options
                                         granted under this Plan.



 


		(b)	If
                                         there is a change in the outstanding Common Shares by reason of any share consolidation
                                         or split, reclassification or other capital reorganization, or a stock dividend, arrangement,
                                         amalgamation, merger or combination, or any other change to, event affecting, exchange
                                         of or corporate change or transaction affecting the Common Shares, the Board shall make,
                                         as it shall deem advisable and subject to the requisite approval of the relevant regulatory
                                         authorities, appropriate substitution and/or adjustment in:



 


		(i)	the
                                         number and kind of shares or other securities or property reserved or to be allotted
                                         for issuance pursuant to this Plan;



 


		(ii)	the
                                         number and kind of shares or other securities or property reserved or to be allotted
                                         for issuance pursuant to any outstanding unexercised Options, and in the exercise price
                                         for such shares or other securities or property; and



 


		(iii)	the
                                         vesting of any Options (subject to the approval of the Exchange if such vesting is mandatory
                                         under the policies of the Exchange), including the accelerated vesting thereof on conditions
                                         the Board deems advisable,



 


and
if the Corporation undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board shall make
such provision for the protection of the rights of Participants as it shall deem advisable.


 


		(c)	No
                                         fractional Common Shares shall be reserved for issuance under this Plan and the Board
                                         may determine the manner in which an Option, insofar as it relates to the acquisition
                                         of a fractional Common Share, shall be treated.



 


		(d)	The
                                         Corporation shall, at all times while this Plan is in effect, reserve and keep available
                                         such number of Common Shares as will be sufficient to satisfy the requirements of this
                                         Plan.



 


	2.3	Non-Exclusivity



 


Nothing
contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.


 


	2.4	Effective
Date



 


This
Plan shall be subject to the approval of any regulatory authority whose approval is required, if any. Any Options granted under
this Plan prior to such approvals being given, if required, shall be conditional upon such approvals being given, and no such
Options may be exercised unless and until such approvals are given. If no such approvals are required then this Plan is effective
on the date it is approved by the Board.


 



    - 4 -


     


    

 


ARTICLE
3 

ADMINISTRATION OF PLAN


 


	3.1	Administration



 


		(a)	This
                                         Plan shall be administered by the Board. Subject to the provisions of this Plan, the
                                         Board shall have the authority:



 


		(i)	to
                                         determine the Eligible Persons to whom Options are granted, to grant such Options, and
                                         to determine any terms and conditions, limitations and restrictions in respect of any
                                         particular Option grant, including but not limited to the nature and duration of the
                                         restrictions, if any, to be imposed upon the acquisition, sale or other disposition of
                                         Common Shares acquired upon exercise of the Option, and the nature of the events and
                                         the duration of the period, if any, in which any Participant’s rights in respect
                                         of an Option or Common Shares acquired upon exercise of an Option may be forfeited;



 


		(ii)	to
                                         interpret the terms of this Plan, to make all such determinations and take all such other
                                         actions in connection with the implementation, operation and administration of this Plan,
                                         and to adopt, amend and rescind such administrative guidelines and other rules and regulations
                                         relating to this Plan, as it shall from time to time deem advisable, including without
                                         limitation for the purpose of ensuring compliance with Section 3.3 hereof.



 


		(b)	The
                                         Board’s interpretations, determinations, guidelines, rules and regulations shall
                                         be conclusive and binding upon the Corporation, Eligible Persons, Participants and all
                                         other persons.



 


	3.2	Amendment,
Suspension and Termination



 


The
Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this Plan
or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options
or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and
any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time
as any Option remains outstanding.


 


	3.3	Compliance
with Legislation



 


		(a)	This
                                         Plan, the grant and exercise of Options hereunder and the Corporation’s obligation
                                         to sell, issue and deliver any Common Shares upon exercise of Options shall be subject
                                         to all applicable federal, provincial and foreign laws, policies, rules and regulations,
                                         to the policies, rules and regulations of any stock exchanges or other markets on which
                                         the Common Shares are listed or quoted for trading and to such approvals by any governmental
                                         or regulatory agency as may, in the opinion of counsel to the Corporation, be required.
                                         The Corporation shall not be obligated by the existence of this Plan or any provision
                                         of this Plan or the grant or exercise of Options hereunder to sell, issue or deliver
                                         Common Shares upon exercise of Options in violation of such laws, policies, rules and
                                         regulations or any condition or requirement of such approvals.



 



    - 5 -


     


    

 


		(b)	No
                                         Option shall be granted and no Common Shares shall be sold, issued or delivered hereunder
                                         where such grant, sale, issue or delivery would require registration or other qualification
of this Plan or of the Common Shares under the securities laws of any foreign jurisdiction, and any purported grant of any Option
or any sale, issue and delivery of Common Shares hereunder in violation of this provision shall be void. In addition, the Corporation
shall have no obligation to sell, issue or deliver any Common Shares hereunder unless such Common Shares shall have been duly
listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.



  


		(c)	Common
                                         Shares sold, issued and delivered to Participants pursuant to the exercise of Options
                                         shall be subject to restrictions on resale and transfer under applicable securities laws
                                         and the requirements of any stock exchanges or other markets on which the Common Shares
                                         are listed or quoted for trading, and any certificates representing such Common Shares
                                         shall bear, as required, a restrictive legend in respect thereof.



 


ARTICLE
4

 OPTION GRANTS


 


	4.1	Eligibility
and Multiple Grants



 


Options
shall only be granted to Eligible Persons. An Eligible Person may receive Options on more than one occasion and may receive separate
Options, with differing terms, on any one or more occasions.


 


	4.2	Option
Agreement



 


Every
Option shall be evidenced by an Option Agreement executed by the Corporation and the Participant, which shall, if the Participant
is an Employee, Consultant or Management Company Employee, contain a representation and warranty by the Corporation and such Participant
that such Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Corporation
or an Affiliate. In the event of any discrepancy between this Plan and an Option Agreement, the provisions of this Plan shall
govern.


 


	4.3	Limitation
on Grants and Exercises



 


		(a)	Compliance
                                         with securities laws. All grants of Options under this Plan will comply with section
                                         2.25 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”)
                                         as if the Corporation were an “unlisted reporting issuer”.



 


		(b)	To
                                         any one person. The number of Common Shares reserved for issuance to any one person
                                         in any 12 month period under this Plan and any Other Share Compensation Arrangement shall
                                         not exceed 10% of the outstanding Common Shares at the time of the grant, unless the
                                         Corporation has obtained Disinterested Shareholder Approval to exceed such limit as required
                                         by subsection 2.25(3) of NI 45-106.



 


		(c)	To
                                         Consultants. The number of Common Shares reserved for issuance to any one Consultant
                                         in any 12 month period under this Plan and any Other Share Compensation Arrangement shall
                                         not exceed 2% of the outstanding Common Shares at the time of the grant.



 


		(d)	To
                                         persons conducting Investor Relations Activities. The aggregate number of Common
                                         Shares reserved for issuance to all Eligible Persons conducting Investor Relations Activities
                                         in any 12 month period under this Plan and any Other Share Compensation Arrangement shall
                                         not exceed 2% of the outstanding Common Shares at the time of the grant.



 



    - 6 -


     


    

 


		(e)	To
                                         Insiders. Unless the Corporation has received Disinterested Shareholder Approval
                                         to do so:



 


		(i)	the
                                         aggregate number of Common Shares reserved for issuance to Insiders under this Plan and
                                         any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common
                                         Shares at the time of the grant;



 


		(ii)	the
                                         aggregate number of Common Shares reserved for issuance to Insiders in any 12
month period under this Plan and any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares
at the time of the grant.



 


		(f)	Exercises.
                                         Unless the Corporation has received Disinterested Shareholder Approval to do so,
                                         the number of Common Shares issued to any Eligible Person within a 12 month period pursuant
                                         to the exercise of Options granted under this Plan and any Other Share Compensation Arrangement
                                         shall not exceed 10% of the outstanding Common Shares at the time of the exercise.



 


ARTICLE
5

 OPTION TERMS


 


	5.1	Exercise
Price



 


		(a)	The
                                         Corporation must not grant Options with an exercise price lower than the greater of the
                                         closing market prices of the underlying securities on: (a) the trading day prior to the
                                         date of grant of the Options; and (b) the date of grant of the Options.



 


		(b)	If
                                         an Option is granted by the Corporation after its initial listing or after it has been
                                         recalled for trading following a suspension or halt, the Corporation must wait until
                                         a satisfactory market has been established before setting the exercise price for and
                                         granting the Option, being at least ten trading days since the date of listing or the
                                         day on which trading in the Company’s securities resumes, as the case may be.



 


		(c)	If
                                         Options are granted within ninety days of a distribution by the Corporation by prospectus,
                                         then the exercise price per Common Share for such Option shall not be less than the greater
                                         of the minimum exercise price calculated pursuant to subsection (a) herein and the price
                                         per Common Share paid by the public investors for Common Shares acquired pursuant to
                                         such distribution. Such ninety day period shall begin:



 


		(i)	on
                                         the date the final receipt is issued for the final prospectus in respect of such distribution;



 


		(ii)	in
                                         the case of an initial public offering, on the date of listing; and



 


		(iii)	in
                                         the case of a prospectus that qualifies special warrants, on the closing date of the
                                         private placement in respect of such special warrants.



 


		5.2	Expiry
Date



 


		(a)	Every
                                         Option shall have a term not exceeding, and shall therefore expire no later than, 10
                                         years after the date of grant, subject to extension where the Expiry Date falls within
                                         a blackout period as detailed in Section 5.2(b) below.



  



    - 7 -


     


    

 


		(b)	The
                                         Expiry Date of an Option shall automatically extend if such Expiry Date falls within
                                         a period (a “blackout period”) during which the Corporation prohibits
                                         Optionees from exercising their Options to the extent that:



 


		(i)	the
                                         blackout period is formally imposed by the Corporation pursuant to its internal trading
                                         policies as a result of the bona fide existence of undisclosed Material Information.
                                         For greater certainty, in the absence of the Corporation formally imposing a blackout
                                         period, the Expiry Date of any Options will not be automatically extended in any circumstances;



 


		(ii)	the
                                         blackout period must expire upon the general disclosure of the undisclosed Material Information.
                                         The Expiry Date of the affected Options can be extended to no later than ten business
                                         days after the expiry of the blackout period; and



 


		(iii)	the
                                         automatic extension of an Optionee’s Options will not be permitted where the Optionee
                                         or the Corporation is subject to a cease trade order (or similar order under securities
                                         laws) in respect of the Corporation’s securities.



 


	5.3	Vesting



 


		(a)	Subject
                                         to subsection (b) below and otherwise in compliance with the policies of the Exchange,
                                         the Board shall determine the manner in which an Option shall vest and become exercisable.



 


		(b)	Options
                                         granted to Eligible Persons performing Investor Relations Activities shall vest over
                                         a minimum of 12 months with no more than 1/4 of such Options vesting in any three month
                                         period.



 


	5.4	Non-Assignability



 


Options
may not be assigned or transferred.


 


	5.5	Ceasing
to be Eligible Person



 


		(a)	If
                                         a Participant who is an Officer, Employee or Consultant is terminated for cause, each
                                         Option held by such Participant shall terminate and shall therefore cease to be exercisable
                                         upon such termination for cause.



 


		(b)	If
                                         a Participant dies prior to otherwise ceasing to be an Eligible Person, each Option held
                                         by such Participant shall terminate and shall therefore cease to be exercisable no later
                                         than the earlier of the Expiry Date and the date which is six months after the date of
                                         the Participant’s death, always provided that the Board may, in its discretion,
                                         extend the date of such termination and the resulting period in which such Option remains
                                         exercisable to a date not exceeding the earlier of the Expiry Date and the date which
                                         is twelve months after the date of the Participant’s death.



 


		(c)	If
                                         a Participant ceases to be an Eligible Person other than in the circumstances set out
                                         in subsection (a) or (b) herein, each Option held by such Participant shall terminate
                                         and shall therefore cease to be exercisable no later than the earlier of the Expiry Date
                                         and the date which is 30 days after such event, always provided that the Board may, in
                                         its discretion, extend the date of such termination and the resulting period in which
                                         such Option remains exercisable to a date not exceeding the earlier of the Expiry Date
                                         and the date
which is twelve months after such event, and further provided that the Board may, in its discretion, on a case-by-case basis and
only with the approval of the Exchange, further extend the date of such termination and the resulting period in which such Option
remains exercisable to a date exceeding the date which is after twelve months of such event.



  



    - 8 -


     


    

 


		(d)	For
                                         greater certainty, if a Participant dies, each Option held by such Participant shall
                                         be exercisable by the legal representative of such Participant until such Option terminates
                                         and therefore ceases to be exercisable pursuant to the terms of Section 5.5(b) herein.



 


		(e)	If
                                         any portion of an Option is not vested at the time a Participant ceases, for any reason
                                         whatsoever, to be an Eligible Person, such unvested portion of the Option may not be
                                         thereafter exercised by the Participant or its legal representative, as the case may
                                         be, always provided that the Board may, in its discretion further and subject to the
                                         approval of the Exchange where the vesting of the said Participant’s options was
                                         a requirement of the Exchange’s policies, thereafter permit the Participant or
                                         its legal representative, as the case may be, to exercise all or any part of such unvested
                                         portion of the Option that would have vested prior to the time such Option otherwise
                                         terminates and therefore ceases to be exercisable pursuant to the terms of this Section.
                                         For greater certainty, and without limitation, this provision will apply regardless of
                                         whether the Participant ceased to be an Eligible Person voluntarily or involuntarily,
                                         was dismissed with or without cause, and regardless of whether the Participant received
                                         compensation in respect of dismissal or was entitled to a notice of termination for a
                                         period which would otherwise have permitted a greater portion of an Option to vest.



 


ARTICLE
6

 EXERCISE PROCEDURE


 


	6.1	Exercise
Procedure



 


An
Option may be exercised from time to time, and shall be deemed to be validly exercised by the Participant only upon the Participant’s
delivery to the Corporation at its registered office of the following:


 


		(a)	a
                                         written notice of exercise, in the form hereto attached as Schedule “B”,
                                         addressed to the Corporate Secretary of the Corporation, specifying the number of Common
                                         Shares with respect to which the Option is being exercised;



 


		(b)	the
                                         originally signed Option Agreement with respect to the Option being exercised;



 


		(c)	a
                                         certified cheque or bank draft made payable to the Corporation for the aggregate exercise
                                         price for the number of Common Shares with respect to which the Option is being exercised;



 


		(d)	documents
                                         containing such representations, warranties, agreements and undertakings, including as
                                         to the Participant’s future dealings in such Common Shares, as counsel to the Corporation
                                         reasonably determines to be necessary or advisable in order to comply with or safeguard
                                         against the violation of the laws of any jurisdiction; and



 


		(e)	if
                                         the Participant is performing Investor Relations Activities for the Corporation, the
                                         Optionee must either: (i) deposit the Common Shares on exercise of an Option to a designated
                                         brokerage account as directed by the Board through which the Optionee conducts all trades
                                         in the Common Shares of the Corporation; or (ii) file insider trading reports
with the Board when each trade is made with Common Shares in respect of exercised Options,



   


and
on the business day following, the Participant shall be deemed to be a holder of record of the Common Shares with respect to which
the Option is being exercised, and thereafter the Corporation shall, within a reasonable amount of time, cause certificates for
such Common Shares to be issued and delivered to the Participant.


 



    - 9 -


     


    

 


ARTICLE
7

 AMENDMENT OF OPTIONS


 


	7.1	Consent
to Amend



 


The
Board may amend any Option with the consent of the affected Participant and the Exchange, including any shareholder approval required
by the Exchange. For greater certainty, Disinterested Shareholder Approval is required for any reduction in the exercise price
of an Option if the Participant is an Insider at the time of the proposed amendment.


 


	7.2	Amendment
Subject to Approval



 


If
the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being
given, but no such amended Options may be exercised unless and until such approvals are given.


 


ARTICLE
8

 MISCELLANEOUS


 


	8.1	No
Rights as Shareholder



 


Nothing
in this Plan or any Option shall confer upon a Participant any rights as a shareholder of the Corporation with respect to any
of the Common Shares underlying an Option unless and until such Participant shall have become the holder of such Common Shares
upon exercise of such Option in accordance with the terms of the Plan.


 


	8.2	No
Right to Employment



 


Nothing
in this Plan or any Option shall confer upon a Participant any right to continue in the employ of the Corporation or any Affiliate
or affect in any way the right of the Corporation or any Affiliate to terminate the Participant’s employment, with or without
cause, at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression
of intent, on the part of the Corporation or any Affiliate to extend the employment of any Participant beyond the time which the
Participant would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or
any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment
with the Corporation or any Affiliate.


 


	8.3	Governing
Law



 


This
Plan, all Option Agreements, the grant and exercise of Options hereunder, and the sale, issuance and delivery of Common
Shares hereunder upon exercise of Options shall be, as applicable, governed by and construed in accordance with the laws of
the Province of Manitoba and the federal laws of Canada applicable therein. The Courts of the Province of Manitoba shall have
the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.


 


	8.4	Approval



 


Approved
by the Board of the Corporation on May 1, 2019.


 



    - 10 -


     


    

 


SCHEDULE
“A”


FORM
OF STOCK OPTION PLAN OPTION AGREEMENT


 


This
Option Agreement is entered into between Snow Lake Resources Ltd. (the “Corporation”) and the Optionee named
below pursuant to the 2019 Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms
that:


 


		1.	___________________________(the
                                         “Grant Date”);



  


		2.	___________________________(the
“Optionee”);



 


		3.	was
granted the option (the “Option”) to purchase common shares (the “Common Shares”)
of the Corporation;



 


		4.	for
the price (the “Option Price”) of $ per Common Share;



 


		5.	which
shall be exercisable (“Vested”) in whole or in part in the following amounts on or after the following dates:



 


		(a)	%
                                         on the Grant Date; and



 


		(b)	%
                                         every months thereafter;



 


		6.	terminating
on _________________________ (the “Expiry Date”),



 


all
on the terms and subject to the conditions set out in the Plan. For greater certainty, once Common Shares have become Vested,
the shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the
Plan.


 


The
undersigned Optionee represents and warrants that he/she is engaged to provide on, an ongoing bona fide basis, consulting, technical,
management or other services to the Corporation or to an Affiliate of the Corporation.


 


By
signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understandings the Plan and agrees to
the terms and conditions of the Plan and this Option Agreement.


 


[REMAINDER
INTENTIONALLY LEFT BLANK]


 



     


     


    

 


IN
WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the____day of___________________, 20        .


  


	 	SNOW
    LAKE RESOURCES LTD.
	 	 
	 	Per:   	 
	 	Name: 	       
	 	Title:	 


  


	SIGNED,
    SEALED, AND DELIVERED	)	OPTIONEE	 
	in
    the presence of	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
		)	 	 
	Witness	Name:	 
	)	 


 



     


     


    

 


SCHEDULE
“B”

 NOTICE OF EXERCISE


 


To
Exercise the Option, Complete and Return this Form


 


The
undersigned Optionee (or his or her legal representative(s) permitted under the 2019 Stock Option Plan of Snow Lake Resources
Ltd. (the “Corporation”) (as the same may be supplemented and amended from time to time) (the “Plan”)
hereby irrevocably elects to exercise the Option for the number of Common Shares as set forth below:


  


	(a)Number
    of Options to be Exercised:	 
	 	 
	(b)Option
    Exercise Price per Common Share:	$
	 	 
	Aggregate
    Purchase Price [ (a) multiplied by (b) ]:	$


 


and
hereby tenders a certified cheque or bank draft for such aggregate Exercise Price and directs such Common Shares to be issued
and registered in the name of the undersigned and that a Common Share certificate therefor be issued as directed in the Plan,
all subject to and in accordance with the Plan. Unless otherwise defined herein, any capitalized terms used herein shall have
the meaning ascribed to such terms in the Plan.


 


DATED:________, 20____


  


	SIGNED,
    SEALED, AND DELIVERED	)	OPTIONEE	 
	in
    the presence of	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
	Witness	Name:	 
	)