Exhibit 10.6


 


	Dated 8 March 2019	2019


 


 


NOVA MINERALS LTD [ACN 006 690 348]


 


-and-


 


SNOW LAKE RESOURCES LTD [BN #864825021]


 


-and-


 


MANITOBA MINERALS PTY LTD [ACN 612
337 881]


 





 






 


SALE OF SHARES AGREEMENT


 


 






 


 


 


QUINERT RODDA & ASSOCIATES PTY LTD


Level 6, 400 Collins Street


Melbourne, Victoria, 3000, Australia


PO Box 16109 Collins Street West, Victoria,
8007, Australia


Phone: +61 3 8692 9000


Fax: +61 3 8692 9040


 


Ref: 191071CLM


 




     


     


    

 


SALE
OF SHARES AGREEMENT


 


	THIS AGREEMENT (“this Agreement”)
    is made on	2019
	 	 
	BETWEEN:	 NOVA MINERALS LTD [ACN 006 690 348] of Level 17, 500 Collins Street,
	 	Melbourne, Victoria, 3000, Australia	 
	 	 	 
	 	 	 	(“the Vendor”)
	 	 	 	 
	AND:	SNOW LAKE RESOURCES LTD [BN #864825021] Suite
    2200-201 Partage Ave, 
	 	Winnipeg, R3B, 3L3, Canada	 
	 	 	 
	 	 	 	(“the Purchaser”)
	 	 	 	 
	AND:	MANITOBA MINERALS PTY LTD [ACN 612 337 881] of
    Level 17, 500 Collins Street,
	 	Melbourne, Victoria, 3000, Australia	 


 


(“the Company”)


 


RECITALS:


 


		A.	The Vendor is an Australian publicly listed company and the registered holder of 100% of the Sale
Shares in the Company, as set out in Part A of Schedule One.



 


		B.	The Purchaser is a Canadian company.



 


		C.	The Vendor has agreed to sell and transfer all of the Sale Shares to the Purchaser
and the Purchaser has agreed to purchase all of the Sale Shares, on and subject to the terms and conditions of this Agreement.



 


		D.	The parties now wish to record the terms of their agreement and their respective rights and obligations
thereunder.



 


THE PARTIES AGREE AND DECLARE AS FOLLOWS:


 


		1.	INTERPRETATION



 


		1.1	Definitions



 


In this Agreement, unless the context indicates and
permits otherwise:


 


“Act” means the Corporations Act
2001 (Cth).


 


“Agreement” means this agreement.


 


“Assets” means all the assets
of the Company and includes (without limitation) cash at bank.


 


“Associated Person” means:


 


		(a)	in relation to a body corporate, any ‘related entity’ as that term is defined in the
Act;



 




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		(b)	in relation to a natural person, any spouse or relative by blood or adoption of that person or
that person’s spouse; and



 


		(c)	any person who is an Associated Person by reason of paragraph (b) above of a director or substantial
shareholder as referred to in (a) above.



 


“ASX” means ASX Limited [ACN 008
624 691] and its relevant subsidiaries.


 


“Business
Day” means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria, Australia.


 


“Business Record”
means all current books of account, accounts, records and data however recorded and all other documents and stationery relating
to the Company’s business.


 


“Canadian Income Tax Act” means
the Income Tax Act (Canada), as amended.


 


“Claim” means
any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether
present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.


 


“Certificate of Compliance”
means a certificate issued by the Minister of National Revenue (Canada) pursuant to subsection 116(4) of the Canadian Income Tax
Act in respect of the sale by the Vendor of the Sale Shares to the Purchaser, which certificate shall specify a certificate limit
not less than the Purchase Price herein so as to permit the purchase and sale of the Sale Shares to occur without liability to
the Purchaser to withhold and remit tax pursuant to subsection 116(5) of the Canadian Income Tax Act.


 


“Completion”
means the completion of the sale of the Sale Shares to the Purchaser and the performance of the matters described in clause
4 on the Completion Date.


 


“Completion Date”
means the third Business Day following the receipt by the Vendor of the Certificate of Compliance.


 


“Confidential Information”
means all information relating to the Company or its business or the Assets, whether verbal or recorded on paper or by electronic
means including information relating to the business plans and proposals that are not public information but excludes information
which the Purchaser is required to disclose to the ASX, its members or to satisfy the Act requirements of disclosure including
those relating to a prospectus and information which is or subsequently becomes known or generally available to the public otherwise
than in consequence of a breach of this Agreement.


 


“Directors”
means the current directors of the Company as set out in Part B of Schedule 1.


 


“Duty” means
any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine,
penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.


 


“Effective Date”
means the date that this Agreement (or a counterpart) is last executed and delivered by each of the parties hereto;


 




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“Encumbrances”
means any mortgage, charge (whether fixed or floating), pledge, lien (including without limitation any unpaid Vendor’s
lien or similar), option, hypothecation, title retention or conditional sale agreement, lease, hire or hire purchase agreement,
restriction as to transfer, use or possession, easement, subordination to any right of any other person, caveat and any other encumbrance
or security interest.


 


“Governmental Agency”
means any government, government department, or governmental, semi-governmental or judicial body or authority or person charged
with the administration of any applicable law;


 


“Law” includes:


 


		(a)	any law, regulation, authorisation, ruling, judgment, order or decree of any Governmental Agency;
and



 


		(b)	any statute, regulation, proclamation, ordinance or by-law in:



 


		(i)	Australia; or



 


		(ii)	any other jurisdiction.



 


“Loss” means
any cost, damages, debt, expense, liability or loss and includes Taxes and Duties.


 


“Purchase Price”
means the total amount payable by the Purchaser to the Vendor for the purchase of the Sale Shares as set out in clause 3.


 


“Sale Shares”
means all of the Vendor’s fully paid ordinary shares in the capital of the Company, set out in Part A of Schedule One.


 


“Tax” means
a tax, levy, charge, impost, free or withholding tax of any nature, including, without limitation, any goods and services tax (including
GST), value added tax or consumption tax, which is assessed, levied, imposed or collected by a Government Agency, except where
the context requires otherwise. This includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount
imposed in addition to those amounts, but excludes Duty.


 


“Vendor’s Warranties”
means the warranties, representations and indemnities provided by the Vendor who executes this Agreement, as set out in Schedule
Two.


 


		1.2	General



 


In this Agreement, unless the context indicates and
permits otherwise:


 


		(a)	a reference to any legislation or legislative provision includes any statutory
modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation
or legislative provision;



 


		(b)	the singular includes the plural and vice versa;



 


		(c)	a reference to any individual or person includes a corporation, partnership,
joint venture, association, authority, trust, state, government or Governmental Agency and vice versa;



 


		(d)	a reference to the Company includes its subsidiaries except when referring to shares of the Company;



 




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		(e)	a reference to any gender includes all genders;



 


		(f)	a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule,
annexure, or exhibit of or to this Agreement;



 


		(g)	a recital, schedule, annexure or a description of the parties forms part of this Agreement;



 


		(h)	a reference to any agreement or document is to that agreement or document
(and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;



 


		(i)	a reference to any party to this Agreement, or any other
document or arrangement, includes that party’s executors,
administrators, substitutes, successors and permitted assigns;



 


		(j)	if a party to this Agreement is named or referred to in this Agreement in
a particular capacity and/or in more than one capacity, that party executes this Agreement in its personal capacity, and each capacity
or capacities in which it is named or referred to;



 


		(k)	where an expression is defined, another part of speech or grammatical form of that expression has
a corresponding meaning;



 


		(l)	the word “include” and other words of similar meaning are to be interpreted and applied
as not implying any limitation to or by the words which follow;



 


		(m)	“writing” includes typewriting, printing, lithography, photography
and other modes of representing or reproducing words in a visible form and “written” has a corresponding meaning;



 


		(n)	a reference to a bankruptcy or winding up includes bankruptcy, winding up,
liquidation, dissolution, becoming an insolvent under administration (as defined in the Corporations Act), being subject to administration
and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the
law of any applicable jurisdiction, and to the procedures, circumstances and events which constitute any of those conditions or
matters;



 


		(o)	where an expression is defined anywhere in this Agreement, it has the same meaning throughout;



 


		(p)	a reference to “dollars” or “$” is to an amount in Australian currency;



 


		(q)	unless stated otherwise in this Agreement, a reference in this Agreement to
“Directors” is a reference to each of the Directors listed in Part B of Schedule One jointly and severally, and is
not affected by the person resigning, ceasing to hold office as a director or not being a director, whether before or after the
Effective Date.



 


		1.3	Headings



 


In this Agreement:


 


		(a)	clause headings are for convenience of reference only and do not affect interpretation; and



 




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		(b)	headings of or in schedules form part of the applicable schedule and are not
merely for convenience.



 


		1.4	Business Days



 


If the day on or by which
a person must do something under this Agreement is not a Business Day:


 


		(a)	if the act involves a payment that is due on demand, the person must do it
on or by the next Business Day; and



 


		(b)	in any other case, the person must do it on or by the previous Business Day.



 


		2.	AGREEMENT TO SELL AND BUY THE SALE SHARES



 


		2.1	The Vendor agrees to sell and the Purchaser agrees to purchase the Sale Shares
on the Completion Date for the Purchase Price free from all Encumbrances.



 


		2.2	If applicable, the Vendor and the Company must take all necessary steps and
sign all necessary documents to obtain the consent from any parties that are beneficially entitled to the Sale Shares, and any
person as may be necessary or desirable to permit the transfer of the legal and beneficial title to the Sale Shares to the Purchaser.



 


		3.	CONSIDERATION



 


		3.1	The Purchase Price which will be payable to the Vendor on Completion for the
Sale Shares is the Sum of one million one hundred and eighty-nine thousand one hundred and nine dollars and ninety cents ($1,189,109.80)
which will be satisfied by the Purchaser issuing 47,999,900 of its common shares to the Vendor at a deemed subscription price of
2.477 cents per share. The Purchaser shall add the Canadian dollar equivalent of AUD $1,189,109.90 as at the Completion Date to
the stated capital account maintained with respect to its common shares.



 


		3.2	The Purchaser and the Vendor agree that if the Canada Revenue Agency (or any
other Governmental Agency of competent jurisdiction) should:



 


		(a)	determine that the fair market value of the Sale Shares is greater than the
$1,189,109.90 amount specified in Section 3.1 hereof as such fair market value, the amount by which such fair market value as so
determined exceeds such $1,189,109.90 amount shall, without the need for any further act or formality, be treated as an increase
in that amount to the Purchase Price and such increase shall be paid and satisfied as follows:



 


		(i)	by the Purchaser delivering to the Vendor that number of
additional fully paid and non-assessable common] shares in the capital of the Purchaser as have a value equal to the amount of
such increase (which value shall be determined as at the last day of the calendar month immediately preceding the calendar month
in which such additional number of shares are to be delivered); or



 


		(ii)	in such other manner as the Vendor and the Purchaser shall
mutually agree upon; or



 




    - 6 -


     


    

 


		(b)	determine that the fair market value of the Sale Shares is less than the $1,189,109.90
amount specified in Section 3.1 hereof as such fair market value, the amount by which such $1,189,109.90 amount exceeds such fair
market value as so determined shall, without the need for any further act or formality, be treated as a decrease in that amount
to the Purchase Price and such decrease shall be paid and satisfied as follows:



 


		(i)	by the Vendor delivering to the Purchaser, for cancellation,
that number of the common shares in the capital of the Purchaser as have a value equal to the amount of such decrease (which value
shall be determined as at the last day of the calendar month immediately preceding the calendar month in which such additional
number of shares are to be delivered); or



 


		(ii)	in such other manner as the Vendor and the Purchaser shall
mutually agree upon;



 


provided that and notwithstanding
the foregoing, the Vendor and the Purchaser shall each have the right to appeal any such determination which may be so made by
such Governmental Agency and the amount of the Purchase Price shall not be adjusted in accordance with the preceding provisions
of this Section 3.2 until such appeal has been finally determined either by agreement or by a Court of competent jurisdiction with
all rights of appeal exhausted or abandoned by the Vendor, the Purchaser and such Governmental Agency.


 


		4.	COMPLETION



 


		4.1	Completion will take place at on the Completion Date at the offices of the
Company (or another time and place agreed by the Purchaser and the Vendor in writing). Completion may be effected by the parties
providing documents electronically and confirming bank transfers have been validly initiated, with originals and bank confirmation
to follow the next Business Day.



 


		4.2	The Parties enter into this Agreement on the assumption that there will be
no change to the director/s, secretary and public officers of the Company. If the Purchaser wishes to change the director/s, secretary
and/or public officers of the Company, the Purchaser shall provide written notice to the Vendor before Completion setting out details
of:



 


		(a)	the persons who will be appointed as the new director/s, secretary and public
officers of the Company from Completion together with original signed consents to act of such persons;



 


		(b)	the persons who will be required to resign as director/s, secretary and public officers of the
Company;



 


		(c)	if applicable, the proposed new registered office from Completion; and



 


		(d)	the proposed changes from Completion to the signatories of any bank account
maintained by the Company, and provide specimen signatures of new signatories.



 


		4.3	On or before the Completion Date:



 


		(a)	the Vendor shall deliver or cause to be delivered to the Purchaser:



 


		(i)	all share certificates in respect of the Vendor’s Sale Shares (or evidence
of the loss or destruction of the share certificates to the reasonable satisfaction of the Purchaser);



 




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		(ii)	instruments of transfer for all of the Vendor’s Sale Shares duly completed
and executed by the Vendor naming the Purchaser as transferee, substantially in the form annexed to this Agreement as Annexure
A;



 


		(iii)	if applicable, duly stamped declarations of trust from any person for whom
the Vendor holds its Sale Shares on trust, being declarations evidencing that trust and the authority of the Vendor to deliver
its Sale Shares at Completion;



 


		(iv)	any other document which the Purchaser reasonably requires to obtain good
title to the Vendor’s Sale Shares and to enable the transfer of the Vendor’s Sale Shares to the Purchaser including
any power of attorney under which any document delivered under this Agreement has been signed; and



 


		(v)	the Certificate of Compliance.



 


		(b)	the Vendor shall deliver or cause to be delivered to the Purchaser:



 


		(i)	the minute books and other records of meetings or resolutions of members and
directors of the Company or of any trust of which the Company is trustee;



 


		(ii)	all registers of the Company (including the register of members, register
of options, register of charges, registers of officeholders) all in proper order and condition and fully entered up to the Completion
Date;



 


		(iii)	all financial records, cheque books, financial and accounting books and records,
copies of taxation returns and assessments, mortgages, leases, agreements, insurance policies, title documents, licences, indicia
of title, certificates and all other records, papers, books and documents of the Company;



 


		(iv)	confirmation that all electronic banking access, other than EFTPOS for receipts
and refunds, has been suspended subject to and effective from Completion;



 


		(v)	a duly completed authority for the alteration of the signatories of each bank
account of the Company in the manner required by the Company’s bankers;



 


		(vi)	all passwords, PINS (personal or merchant identification numbers), access
codes, combinations, keys or similar items or information necessary for the operation of any electronic transactions, programs,
computers, alarms, software, access points or otherwise being necessary for the operation of the Company’s business;



 


		(vii)	all permits, licences and other documents issued to the Company under any legislation or ordinance
relating to its business;



 


		(viii)	the written resignations by such persons as the Purchaser notifies to the
Vendor under clause 4.2(b) who are to resign as directors, secretaries and public officers of the Company;



 




    - 8 -


     


    

 


		(c)	the Vendor shall ensure that duly convened meetings of the board of the Company
are held and that at those meetings (as applicable) the board approves with effect from Completion:



 


		(i)	the transfer and the registration (subject to payment of any stamp duty) of
the transfer of the Sale Shares, the issue of a new share certificate for the Sale Shares in the name of the Purchaser or its nominee
and the cancellation of the existing share certificates in respect of the Sale Shares (if share certificates have been issued);



 


		(ii)	the appointment of such persons notified by the Purchaser to the Vendor under
clause 4.2(a) as additional directors, secretaries and public officers of the Company, subject to the receipt of duly signed consents
to act of such persons;



 


		(iii)	the resignation of such persons as the Purchaser notifies to the Vendor under
clause 4.2(b) resigning as directors, secretaries and public officers of the Company;



 


		(iv)	the registered office of the Company being changed to the new address that
the Purchaser notifies to the Vendor in accordance with clause 4.2(c); and



 


		(v)	the signatories of any bank account maintained by the Company being changed to those notified by
the Purchaser under clause 4.2(d).



 


The Vendor and the Company
shall do all other acts and execute all other documents that may be required to give effect to the transactions contemplated by
this Agreement.


 


		4.4	At Completion the Purchaser must, subject to clause 4.8:



 


		(a)	pay to the Vendor the Purchase Price set out against the Vendor’s name in Part A of Schedule
One; and



 


		(b)	do and execute all other acts and documents that this Agreement requires the Purchaser to do or
execute at Completion.



 


		4.5	After Completion and until the Sale Shares are registered in the name of the
Purchaser, the Vendor must take all action as registered holders of the Sale Shares as the Purchaser may lawfully require from
time to time by notice and shall not take any action in respect of the Sale Shares unless required or approved by the Purchaser.



 


		4.6	On and from Completion, the Vendor shall not (unless in the capacity of employees
or board members of the Company or if otherwise authorised by the Company with the consent of the Purchaser), and will procure
that each of its Associated Persons does not:



 


		(a)	represent itself as being connected with or affiliated to or associated with the Company; and



 


		(b)	disclose or use any Confidential Information except where as permitted by clause 9.



 


		4.7	Title to and risk in the Sale Shares and control of the Company transfer to the Purchaser at Completion.



 




    - 9 -


     


    

 


		4.8	The Purchaser is not required to complete the purchase of the Sale Shares
from the Vendor unless all Warranties are true as at the Completion Date, the Vendor is not in breach of this Agreement, the Company
is not in breach of this Agreement, and the Vendor performs their obligations under this clause 4, however the Purchaser may do
so and reserve its rights against any party who is in breach of this Agreement or where the Vendor has not performed its obligations
under this clause 4 (and the Purchaser’s rights will not merge in Completion). The Purchaser may (at its absolute discretion)
grant further time or any indulgence in favour of the Vendor without being obliged to do so in favour of any other party and without
affecting its rights against any other party.



 


		5.	PENDING COMPLETION



 


		5.1	In the period between the Effective Date and the Completion Date, except as
disclosed in or permitted or contemplated by this Agreement or as consented to by the Purchaser, the Vendor must procure that:



 


		(a)	the business of the Company is conducted in the ordinary course and the Company
only deals with its Assets in the ordinary course, including (but not limited to) ensuring the Company:



 


		(i)	protects and maintains each of the Assets; and



 


		(ii)	does not encumber any of the Assets or the business of the Company other than in the ordinary course;



 


		(iii)	does not declare or pay any dividend or make any other distribution of the Assets or of profits
of the Company;



 


		(b)	accurate and proper accounts are kept so as to enable the Purchaser, or an
auditor appointed by the Purchaser, to be satisfied that the Vendor has complied with all their obligations under this Agreement;



 


		(c)	the Purchaser is kept fully informed of the activities of the Company business;



 


		(d)	no directors are appointed to the Company or any of its subsidiaries, and no directors are removed;



 


		(e)	no actions are taken that may adversely affect the relationships the Company has with its clients,
suppliers, employees and contractors; and



 


		(f)	the Company does not cancel or fail to renew any insurance policy in existence
as at the Effective Date in the name of or for the benefit of the Company unless a replacement policy (on terms no less favourable
to the Company, if available in the market place) has been put into place.



 


		5.2	The Vendor shall ensure that for the period from the Effective Date until
Completion the Company does not make any further loans or advances to any person or repay any loan or indebtedness to the Vendor,
or its respective Associated Persons unless first agreed to by the Purchaser in writing.



 


		6.	INSURANCE



 


The Directors must ensure
that the Company maintains adequate insurance cover for the full replacement or re-instatement value against all insurable risks
associated with the business until Completion.


 




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		7.	VENDOR’S WARRANTIES



 


In consideration of mutual
promises contained herein the Vendor warrants to the Purchaser that, both as at the Effective Date (or, where applicable, as at
the date specified in the Warranty) and as at the Completion Date, the Vendor’s Warranties are true, complete and accurate.
The Vendor’s Warranties is to be construed as a separate warranty and shall not be limited or restricted by reference to
or inference from the terms of any other Warranty.


 


The Vendor represents, acknowledges
and agrees that the Purchaser has relied on or will rely on the Vendor’s Warranties as an inducement for it to enter into
this Agreement.


 


		8.	PURCHASER’S WARRANTIES



 


		8.1	The Purchaser represents and warrants to the Vendor that each of the following
statements is correct and not misleading in any material respect on the Effective Date and will also be correct as at the Completion
Date as if made on each of those dates:



 


		(a)	it has the power to enter into and perform this Agreement on, in and subject
to its terms and has obtained all necessary consents and authorisations to enable it to do so;



 


		(b)	the entry into and performance of this Agreement on, in and subject to its
terms by it does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default
under any agreement or undertaking by which it is bound;



 


		(c)	this Agreement constitutes valid and binding obligations on, in and subject
to its terms enforceable upon it in accordance with its terms by appropriate legal remedy;



 


		(d)	this Agreement and Completion do not conflict with or result in a breach of
or default under any applicable law, any provision of its constitution or any material term or provision of its constitution or
any material term or provision of any agreement or deed or writ, order or injunction, judgment, law, rule or regulation to which
it is a party or is subject or by which it is bound;



 


		(e)	no voluntary arrangement has been proposed or reached with any creditors of the Purchaser;



 


		9.	CONFIDENTIALITY



 


		9.1	No party nor any of their officers, employees or agents will, subject to the
terms of this Agreement disclose any information advice or matter of any kind relating to this Agreement or actions taken pursuant
to this Agreement or particulars of this Agreement to any person or entity not a party to this Agreement and will treat all information
relating to this Agreement or its subject matter as strictly confidential.



 


		9.2	A party shall not make any announcement or disclosure in relation to or connection
with the transactions contemplated in this Agreement without the prior written consent of the other party, except to the extent
required by law or as necessary to obtain any consent or approval required in connection with implementation of this Agreement.



 




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		10.	THE COMPANY



 


		10.1	The Company will act in a manner consistent with, and which gives best effect
to, the obligations of the Vendor and the transactions provided for in this Agreement.



 


		10.2	The Company enters this Agreement to give effect to its undertakings and obligations
as set out in this Agreement, but in doing so does not and is not to be taken to be required to provide any financial assistance
in respect of the acquisition of its shares by the Purchaser.



 


		11.	NOTICES



 


		11.1	A notice, consent, approval or other communication (each a ‘Notice’)
under this Agreement must be signed by or on behalf of the person giving it, addressed to the person to whom it is to be given
at the address, email address and/or facsimile number set out in Schedule Three or to any other address notified by a party to
any other party, and:



 


		(a)	delivered to that person’s address;



 


		(b)	sent by pre-paid mail to that person’s address;



 


		(c)	transmitted by email to that person’s email address; or



 


		(d)	transmitted by facsimile to that person’s facsimile number.



 


		11.2	A Notice given to a person in accordance with this clause is treated as having been given and received:



 


		(a)	if delivered to a person’s address, on the day of delivery if a Business Day, otherwise on
the next Business Day;



 


		(b)	if sent by pre-paid mail, on the third Business Day after posting; or



 


		(c)	if transmitted by email or facsimile to a person’s address and (in the
case of a facsimile) a correct and complete transmission report is received or (in the case of an email) no server generate notice
of failure or delay in delivery is received), on the day of transmission if a Business Day, otherwise on the next Business Day.



 


		12.	SEVERABILITY



 


		12.1	If a provision of this Agreement is void and that provision is capable of
being read down and doing so would prevent this document or that provision being void, voidable or unenforceable, that provision
is to be read down to the extent necessary to prevent this document or that provision being void, voidable or unenforceable.



 


		12.2	If, despite the existence or operation of the preceding subclause, a provision
of this document is or would still be void, voidable or unenforceable:



 


		(a)	and that result would be prevented if a word or words were omitted from that
provision, that word or those words will be deemed to have been omitted; and



 


		(b)	in any other case, the document is to be read as if the whole provision were severed from this
document,



 


and the remainder of this document will continue to
have full force and effect.


 




    - 12 -


     


    

 


		13.	GENERAL



 


		13.1	This Agreement may only be amended or supplemented in writing, signed by the
parties.



 


		13.2	The Vendor waives in favour of the Purchaser any and all rights of pre-emption
which they have or may have in respect of the transfer of the Sale Shares to the Purchaser. Without limiting the foregoing, the
Vendor unconditionally and irrevocably waives any and all pre-emptive rights under the Company’s Constitution (as amended)
and any other document which binds the Company’s shareholders with respect to the sale and transfer of, or purchase by the
Purchaser of the Sale Shares, and releases each and every other shareholder and director of the Company from any or all obligations
which they may have with respect to such pre-emptive rights insofar as they apply to the Vendor.



 


		13.3	The non-exercise of or delay in exercising any power or right of a party does
not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further
exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party
to be bound by the waiver.



 


		13.4	The only enforceable obligations and liabilities of the parties in relation
to the transaction contemplated by this Agreement are those that arise out of the provisions contained in this Agreement. All representations,
communications, invitations, offers, acceptances, and prior agreements in relation to the transaction contemplated by this Agreement
are terminated by, merged in and superseded by this Agreement.



 


		13.5	A party may not assign or transfer any of its rights or obligations under
this Agreement without the prior consent in writing of the other parties.



 


		13.6	No provision of this Agreement merges on or by virtue of
Completion.



 


		13.7	Each party must do, sign, execute and deliver and must ensure that each of
its employees and agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably required of
it or them by notice from another party to effectively carry out and give full effect to this Agreement and the rights and obligations
of the parties under it, both before and after completion.



 


		13.8	This Agreement may be executed in any number of counterparts and all of those
counterparts taken together constitute one and the same instrument. A counterpart may be a copy of this Agreement transmitted by
facsimile or email, notwithstanding that the original may be retained by the sender. A document will be a valid counterpart notwithstanding
that details concerning one or more parties which executed that document may be completed in a Schedule in that document but not
in others, and the Purchaser or its officers and solicitors are authorised to insert or complete in a counterpart details which
appear in another counterpart.



 


		13.9	Each attorney who executes this Agreement on behalf of a party declares that
the attorney has no notice of the revocation or suspension by the grantor or in any manner of the power of attorney under the authority
of which the attorney executes this Agreement and has no notice of the death of the grantor.



 




    - 13 -


     


    

 


		14.	COSTS, STAMP DUTY & GST



 


		14.1	Except to the extent specified in clause 14.2 and 14.3, each party must bear
and is responsible for its own costs in connection with the preparation, execution, Completion and carrying into effect of this
Agreement.



 


		14.2	The Purchaser agrees to pay any stamp duty that may be payable in respect
of this Agreement, and any transaction contemplated or to be performed under this Agreement.



 


		14.3	The parties are contracting on the basis that the transaction or
                                                           transactions the subject of this Agreement (being the sale, purchase and issue of shares) is not subject to any goods and
                                                           services tax (“GST”). If the parties are incorrect in this belief and GST is payable on any supply made
                                                           under or in connection with this Agreement, the party making the supply (“Supplier”) will be required to
                                                           render a tax invoice (as defined in A New Tax System (Goods and Services Tax) Act 1999 (“GST
                                                           Act”)), and the recipient of that supply must pay to the Supplier, in addition to the consideration for that
                                                           supply, an additional amount equal to the GST payable on that supply within fourteen (14)
Business Days after the receipt of the tax invoice.



 


		15.	LAW AND JURISDICTION



 


This Agreement is governed
by the laws of the State of Victoria, Australia, from time to time, and the parties submit to the non-exclusive jurisdiction of
the courts of Victoria, Australia and courts with jurisdiction to hear appeals from those courts. Each party waives any right to
object to the jurisdiction of the courts of Victoria, Australia and courts with jurisdiction to hear appeals from those courts
on the basis of domicile or inconvenience of venue.


 


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


 


	EXECUTED by NOVA MINERALS LTD in a	 	)
	manner authorised by the Corporations Act	 	)
	with the authority of the directors:	 	)
	 	 	 
	 	 	
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	Avi Kimelman	 	Avi Geller
	Name of Director in full	 	Name of Director/Secretary in full


 




    - 14 -


     


    

 


	SNOW LAKE RESOURCES LTD	 
	 	 
	By:		 
	 	Authorised Signatory	 
	 	 	 
	 	Name:	Nochum Labkowski	 
	 	 	 	 
	 	Title:	Director	 


 


	EXECUTED by MANITOBA MINERALS PTY	 	)
	LTD in a manner authorised by the	 	)
	Corporations Act with the authority of the	 	)
	director(s):	 	 
	 	 	 
	 	 	
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	Michael Melamed	 	Louie Simens
	Name of Director in full	 	Name of Director/Secretary in full
	[  ] Tick here if sole Director and sole Secretary	 	[Delete if not applicable]


 




    - 15 -


     


    

 


SCHEDULE ONE


 


PART A: VENDOR AND SHARES


 


Vendor, Sale Shares and percentage allocation of Purchase
Price


 


	Vendor’s
    Name	 	Sale
    Shares (Manitoba Minerals

    Pty Ltd shares held by the Vendor)	 	Percentage
    of Purchase Price
	 	 	 	 	 
	Nova Minerals Ltd [ACN 006 690 348]	 	100,000,000 fully paid ordinary shares	 	100%


 


PART B: THE DIRECTORS


 


	Director’s name	 	Address
	Michael Melamed	 	7 Ripley Grove, Caulfield North, Vic 3161


 




    - 16 -


     


    

 


SCHEDULE TWO


 


VENDOR’S WARRANTIES


 


[Refer to clause 7]


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	In this Schedule of Warranties a warranty or other matter is not to be read
being subject to any implicit knowledge of the Purchaser or knowledge that could be obtained by enquiry by the Purchaser (including
by making searches of publicly available records or registers).



 


		2.	THE VENDOR’S POWER AND AUTHORITY



 


The Vendor warrants (in relation to itself only) that:


 


		2.1	It has the power to enter into and perform this Agreement on, in and subject
to its terms and has obtained all necessary consents and authorisations to enable it to do so;



 


		2.2	The entry into and performance of this Agreement on, in and subject to its
terms by it does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default
under any agreement or undertaking by which it is bound;



 


		2.3	This Agreement constitutes valid and binding obligations on, in and subject
to its terms enforceable upon it in accordance with its terms by appropriate legal remedy;



 


		2.4	This Agreement and Completion do not conflict with or result in a breach of
or default under any applicable law, any provision of its constitution or any material term or provision of its constitution or
any material term or provision of any agreement or deed or writ, order or injunction, judgment, law, rule or regulation to which
it is a party or is subject or by which it is bound;



 


		2.5	No voluntary arrangement has been proposed or reached with
any of its creditors.



 


		3.	OWNERSHIP OF ISSUED SHARES 



 


Immediately before Completion:


 


		(a)	the issued shares of the Company are (or will at Completion be) held as set
out in Schedule One, and the shares set out in Schedule One are (or will at Completion be) the only issued shares of the Company;



 


		(b)	the Vendor warrants that it holds the Sale Shares as set out beside its name in Part A of Schedule
One;



 


		(c)	other than as set out in this Agreement, neither the Company nor the Vendor
has sold (whether conditionally, contingently or otherwise), granted any option, convertible note, warrant or other security convertible
into shares or other right or Encumbrance over the issued or unissued capital of the Company;



 




    - 17 -


     


    

 


		(d)	there are no rights of pre-emption or of first refusal in favour of the Vendor
(whether in the constitution or otherwise) in relation to the issue of new shares or warrants in the Company that are not waived
by the Vendor in this Agreement.



 


		4.	THE COMPANY AND SUBSIDIARIES



 


		4.1	The Company is duly incorporated and validly exists under the law of its place of incorporation.



 


		4.2	The Company has full corporate power and authority to own
the Assets.



 


		4.3	The Company has no subsidiaries and does not hold shares or any investment in any other entity
or company.



 


		5.	STATUS



 


		5.1	No petitions have been issued against the Company to wind up the Company and
no action has been taken to place the Company in liquidation, provisional liquidation, administration or receivership, and there
are no writs of execution or judgments issued and unsatisfied or partly unsatisfied against any of the assets of the Company.



 


		5.2	No administrator, controller, receiver, receiver and manager, provisional
liquidator, liquidator or other officer of the court has been appointed or threatened to be appointed.



 


		5.3	No action has been taken or is threatened to be taken to seize or take possession
of any of the Company’s assets.



 


		5.4	No steps have been taken or are contemplated for the Company to enter into
an arrangement, compromise or composition with or assignment for the benefit of its creditors.



 


		6.	INFORMATION ACCURATE



 


The information in this Agreement (including, but
not limited to, the recitals and the schedules) regarding the Sale Shares and the affairs of the Company:


 


		(a)	is true and accurate in all material respects;



 


		(b)	is not materially misleading (whether by inclusion or omission); and



 


		(c)	constitutes all information reasonably known to the Company and the Directors
relating to the Company and its business that is material to an investor in the Company.



 




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SCHEDULE THREE


 


ADDRESSES FOR NOTICES


[Refer to clause 11]


 


	Party	Address	Email	Facsimile
	Nova
    Minerals Ltd [ACN	Level
    17, 700 Collins Street,	amwing@northernstargrou
    p.com.au	03
    9614 0550
	006
    690 348]	Melbourne,
    Victoria, 3000,		 
	 	Australia	Attention:
    Mr Adrien Wing	 
	Snow
    Lake Resources Ltd	Suite
    2200-201 Partage Ave,	michael@carraway.co	+1
    705-569-4621
	 	Winnipeg,
    R3B, 3L3, Canada	Attention:
    Michael Melamed	 
	[BN#
    864825021]	 	 	 
	 	 	 	 
	Manitoba
    Minerals Pty	C/-
    Nova Minerals Limited,	michael@carraway.co	+
    613 9614 0550
	Ltd
    [ACN 612 337 881]	Level
    17 500 Collins Street,	Attention:
    Michael Melamed	 
	 	Melbourne
    VIC 3000	With
    a copy to:	 
	 	 	amwing@northernstargrou
    p.com.au	 
	 	 	Attention:
    Mr Adrien Wing	 
	 	 	 	 


 






    - 19 -


     


    

 


ANNEXURE A


SHARE TRANSFER FORM


 


	
        STANDARD TRANSFER FORM

        Affix Stamp Duty Here

         
	
        Marking Stamp

         

	
        FULL NAME OF

        COMPANY OR

        CORPORATION
	MANITOBA MINERALS PTY LTD [ACN 612 337 881]
	JURISDICTION OF INCORPORATION OF COMPANY	VICTORIA
	
        DESCRIPTION

        OF SECURITIES
	ORDINARY SHARES, FULLY PAID	
        Register

         

	QUANTITY	100,000,000
	
        FULL NAME

        OF

        TRANSFEROR

        (SELLER)
	NOVA MINERALS LTD [ACN 006 690 348]	
        Broker’s Transfer

        Identification Number

	SECURITYHOLDER REFERENCE NUMBER 	 
	CONSIDERATION	$1,800,000 (satisfied through the issue of 48,000,000 ordinary fully paid shares in the Transferee)	Date of Purchase:    # February 2019
	
        FULL NAME

        OF

        TRANSFEREE

        (BUYER)
	SNOW LAKE RESOURCES LTD [BN# 864825021]
	
        FULL POSTAL

        ADDRESS OF

        TRANSFEREE
	
        Suite 2200-201 Portage Ave

        Winnipeg

        R3B 3L3

        Canada

	REMOVAL REQUEST	Please enter these securities on the	Register
	 	I/We, the registered holder/s and undersigned seller/s for the above consideration do hereby transfer to the above name/s hereinafter called the Buyer/s the securities as specified above standing in my/our name/s in the books of the above-named Company, subject to the several conditions on which I/we held the same at the time of signing hereof and I/we the Buyer/s do hereby agree to accept the said securities subject to the same conditions. I/we have not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which the transfer is signed.
	
        TRANSFEROR 

(SELLER)

        SIGN HERE

         

        Date signed:
	EXECUTED BY NOVA MINERALS LTD in a manner authorised by the Corporations Act with the authority of the directors:  	for company use
	 	 	 
	/s/ Avi Kimelman	 	/s/ Avi Geller
	Signature of Director	 	Signature of Secretary
	AVI KIMELMAN	 	AVI GELLER
	 	 
	Name of Director in full	 	Name of Director/Secretary
	 	[execution by 2 directors or 1 director and 1 secretary – delete as if not applicable]	 
	TRANSFEREE

                                                                                (BUYER)

                                                                                SIGN HERE  

                                                                                 

                                                                                Date signed:
	EXECUTED BY SNOW LAKE RESOURCES LTD [BN# 864825021]	 
	 
	By: 	/s/ Nochum Labkowski
	Name: 	Nochum Labkowski
	Title: 	Director Authorised Signatory
	 	 	 	 	 	 	 	 














 


 


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