Exhibit 10.5


 


AGREEMENT


 


DATED November 15, 2018


 


AMONG:


 


PROGRESSIVE PLANET SOLUTIONS INC.
(formerly “Ashburton Ventures Inc.”), a British Columbia company with an office at Suite 1240, 789 West Pender Street, Vancouver, British Columbia V6C 1H2


 


(“PLAN”)


 


AND:


 


STRIDER RESOURCES LIMITED, a Manitoba company with an
address at PO Box 144, Cranberry Portage, Manitoba R0B 0H0


 


(“Strider”)


 


AND:


 


SNOW LAKE RESOURCES LIMITED, a Manitoba company with
an address at 2200 - 201 Portage Avenue, Winnipeg, Manitoba R3B 3L3


 


(“Snow Lake”)


 


WHEREAS:


 


		A.	Pursuant
                                         to an agreement dated April 21, 2016 (the “Original Option Agreement”)
                                         between PLAN and Strider, Strider granted PLAN an option (the “Option”)
                                         to acquire certain mineral interests located in the Province of Manitoba known as the
                                         “Thompson Bros. Lithium Property”:



 


		B.	notwithstanding the terms of the Original Option Agreement,
PLAN wishes to exercise the Option and acquire such mineral interests in accordance with the terms and conditions herein; and



 


		C.	it is ultimately intended that subject to a net smelter
royalty interest reserved to Strider (as more particularly referenced in the Original Option Agreement and herein), such mineral
interests will be owned by Snow lake:



 


NOW THEREFORE THIS AGREEMENT WITNESSES
that, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


		1.	Mineral Interests. Notwithstanding the Original
Option Agreement, Strider agrees to transfer to PLAN, free and clear of all liens, charges and encumbrances (excepting the net
smelters return royalty interest reserved by Strider under the Original Option Agreement), all of its legal and beneficial interests
in and to:



 


		(a)	the mineral interests
                                         described in Schedule “A” attached hereto, and any mineral leases
                                         or other mineral interest into which such mineral interests may be converted (collectively
                                         and individually the “Mineral Interests”) prior to the registration of the
                                         transfers of the Mineral Interests lo Snow Lake;



 






     


     


    

 


		(b)	all other rights and privileges, including without limiting
the rights of entry and use of the surface, appurtenant to the Mineral Interests pursuant to The Mines and Minerals Act
of Manitoba; and



 


		(c)	any maps, drill core, samples, assays, geological
and other technical reports, studies, designs, plans and financial or other records (whether in tangible or electronic form) related
to the Mineral Interests or related rights in the possession of or under the control of Strider:



 


(all of the foregoing collectively
the “Property”).


 


		2.	Consideration.



 


		(a)	In consideration of the Property, PLAN shall pay Strider
three hundred and twenty five thousand ($325,000) dollars by way of wire transfer to the credit of Strider to Strider’s
principal banker or Strider’s counsel should conditions need be imposed on the transfer of such funds pursuant to this Agreement, and transfer one million five hundred thousand (1,500,000) common shares in the capital of Snow Lake (the “Consideration
Shares”) held by it,  free and clear of all prior rights, liens, charges and encumbrances.



 


		(b)	Snow Lake acknowledges that it will benefit from the transactions
contemplated hereunder, and hereby consents to the transfer of the Consideration Shares to Strider.



 


		(c)	Strider acknowledges and agrees that the Consideration
Shares are subject to escrow requirements, pursuant to which the Consideration Shares may not be sold or transferred for a period
of 24 months following the commencement of the trading of the common shares in the capital of Snow Lake on a recognized stock
exchange and agrees that the Consideration Shares may be subject to such escrow requirements, and to resale restrictions or legending
requirements under applicable securities laws or stock exchange policies.



 


		3.	Waiver. Strider hereby waives and releases PLAN
from its obligation to issue to Strider 1,500,000 common shares in its capital under Subsection 4.02(a)(iv, v, and vi) of the Original
Option Agreement.



 


		4.	Representations.  Snow Lake acknowledges and agrees
that the name of any lithium mine developed by it or on behalf of it or any of its transferees on the Property shall be named
the “Thompson Bros. Mine”. Snow Lake further agrees and acknowledges that in the event it disposes of any or all of
the Property it will obtain an enforceable covenant from the transferee to so name the mine and in the event of further and subsequent
transfers by the transferee to obtain similar enforceable covenants. For the purpose of clarity, the transfer of the Property
herein shall contain a caveat referencing the naming so that subsequent transferees shall have notice of this covenant that is
intended to run with the land.



 




    2


     


    

 


		5	Release



 


		(a)	Upon receipt
                                         of the cash and share payments described in Section 2 herein, Strider shall release PLAN
                                         from its obligations under the Original Option Agreement, excepting with respect to the
                                         net smelter returns royally reserved by Strider thereunder (the “NSR”).
                                         Additionally, Strider shall remise, release and forever discharge PLAN of and from any
                                         and all actions, causes of action, suits, proceedings, debts, dues, accounts, obligations,
                                         covenants, contracts, whether express or implied, claims, demands, damages, indemnity,
                                         interest, legal costs or disbursements, losses or injury of any kind or nature, sums
                                         of money, grievances, executions and liabilities whatsoever whether in law or in equity
                                         which the undersigned had, now has or hereafter may have against PLAN, Snow Lake and
                                         their respective directors, officers, employees and agents, in any way arising or resulting
                                         from any cause, matter or anything whatsoever, whether prior to or following the date
                                         hereof, by reason of or in any way arising out of or relating to the Property or the
                                         Original Option Agreement, excepting with respect to the NSR.



 


		(b)	Upon the release contemplated under Subsection 4(a) becoming
effective and registered title to the Property being transferred to the name of Snow Lake, PLAN shall release Strider from its
obligations under the Original Option Agreement, excepting with respect to the NSR. Additionally, PLAN and Snow Lake shall remise,
release and forever discharge Strider of and from any and all actions, causes of action, suits, proceedings, debts, dues, accounts,
obligations, covenants, contracts, whether express or implied, claims, demands, damages, indemnity, interest, legal costs or disbursements,
losses or injury of any kind or nature, sums of money, grievances, executions and liabilities whatsoever whether in law or in
equity which the undersigned had, now has or hereafter may have against Strider and its directors, officers, employees and agents,
in any way arising or resulting from any cause, matter or anything whatsoever, whether prior to or following the date hereof,
by reason of or in any way arising out of or relating to the Property or the Original Option Agreement, excepting with respect
to the NSR.



 


		6.	Indemnity.



 


		(a)	Subject
to the releases expressly set out in paragraph 5 hereof, Strider shall indemnify, defend and save harmless PLAN and Snow Lake
from all claims, demands, suits, judgments, costs, and expenses (including but not limited to reasonable legal costs) on account
of any loss or injury suffered by it, directly or indirectly, by reason of or arising out of any operations or activities conducted
in or on the Property by or on behalf of Strider, except to the extent that such loss or injury was caused by PLAN or Snow Lake.



 


		(b)	PLAN
and Snow Lake shall jointly and severally indemnify, defend and save harmless Strider from all claims, demands, suits, judgments,
costs, and expenses (including but not limited to reasonable legal costs) on account of any loss or injury suffered by it, directly
or indirectly, by reason of or arising out of any operations or activities conducted in or on the Property by or on behalf of
PLAN or Snow Lake, except to the extent that such loss or injury was caused by Strider.



 


		7.	Quitclaim.
                                         Upon receipt of the cash and share payments described in Section 2(a) herein, Strider
                                         shall quit claim all rights, title and interest in and to the Property, and any rights,
                                         title or interest it may have in and to the mineral interests known as the “Crow
                                         Duck Mineral Rights” more properly described in Schedule B attached hereto (collectively
                                         the “Crow Duck Mineral Rights”). Notwithstanding the foregoing, PLAN
                                         and Snow lake do not acknowledge that Strider has any right, title or interest in and
                                         to the Crow Duck Mineral Rights.



 






    3


     


    

 


		8.	Attorney. Subject
                                         to Strider having received the cash and share payments described in Section 2(a) herein,
                                         Strider hereby irrevocably appoints PLAN as its attorney for the sole purpose of affecting
                                         the transfer of the Property contemplated herein, and to make such filings as are necessary
                                         with respect to same. PLAN shall be entitled to record the transfers contemplated hereby
                                         at its own cost with the appropriate government office. PLAN shall at the time of recording
                                         the transfers of the Property record in series the NSR in favour of Strider and provide
                                         Strider with evidence of same forthwith on recording.



 


		9.	Further Assurances. Each of the parties hereby covenants
and agrees to execute all further and other documents and instruments and to all further and other things that may be necessary
to implement and carry out the intent of this Agreement.



 


		10.	Jurisdiction. This Agreement shall in all respects
be governed by and be construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable
therein and each of the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the Courts of Manitoba herein.



 


		11.	Enurement. This Agreement shall enure to the benefit
of and be binding upon the parties hereto and their respective successors and permitted assigns.



 


		12.	Counterparts. This Agreement may be executed in
as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be
deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument.



 


Rest of page intentionally
left blank.


 




    4


     


    

 


	EXECUTED as of the date first
    written above.	 
	 	 
	PROGRESSIVE PLANET SOLUTIONS INC. 	 
	 	 
	Per:	 	 
		 
	Authorized Signatory 	 
	 	 
	STRIDER RESOURCES LIMITED 	 
	 	 
	Per:	 	 
		 
	Authorized Signatory 	 
	 	 
	SNOW LAKE RESOURCES LIMITED 	 
	 	                                               	 
	Per:	 	 
		 
	Authorized Signatory