Exhibit 10.3


 


THIS
CONSULTING AGREEMENT (“Agreement”) shall be effective as of the 1st day of April 2017


 


BETWEEN:


 


WESTERN
URANIUM CORPORATION, a corporation


incorporated
under the laws of Ontario, having offices


at
Suite 700, 10 King Street East, Toronto,


Ontario
M5C 1C3 (hereinafter called “Western”)


 


OF
THE FIRST PART


 


-and-


 


Baobab
Asset Management LLC, 3 Greenwich Office Park,


Suite 102, Greenwich, CT 06831 (hereinafter called the

 “Consultant”)


 


OF
THE SECOND PART


 


WHEREAS,
Western wishes to contract the consulting services of Baobab Asset Management LLC to acquire the services of Russell Fryer;
and


 


WHEREAS,
Russell Fryer through Baobab Asset Management LLC is prepared to provide the Services set out in Exhibit “A” attached
hereto.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:


 


		1.	Management
                                         Services. The Consultant shall perform the services as detailed in Exhibit “A”
                                         – Scope of Services (“Services”) which exhibit shall be deemed a part
                                         hereof. Each change in the Services must be authorized in advance in writing by George
                                         Glasier, Chief Executive Officer of Western (“CEO”).



 


		2.	Term
                                         of Agreement. The term of this agreement is for an initial three month period from
                                         April 1, 2017 to June 30, 2017 (“Initial Term”) and may only be extended
                                         on a month-to-month basis by George Glasier, CEO, upon seven (7) calendar days’
                                         notice prior to the last day of the term hereof and each last day of any month to which
                                         this Agreement is extended.



 


		3.	Compensation.
                                         As full consideration for performance of the Services Western will pay the Consultant
                                         according to Exhibit “B” – “Compensation for Services”
                                         which shall be deemed a part hereof.



 






     


     


    

 


		4.	Invoicing
                                         and Payment. On a monthly basis, Consultant shall render an invoice, whereby Compensation
                                         shall be payable monthly in arrears on the last day of the month.



 


		5.	Compliance
                                         with Law and Corporate Policy. In the performance of the Services hereunder, the
                                         Consultant shall comply with and observe all applicable laws, regulations and orders
                                         of any proper authority having jurisdiction over the Services together with all corporate
                                         policies of Western in effect from time-to-time. This Agreement shall be governed by
                                         and construed in accordance with the laws of the Province of Ontario and of Canada applicable
                                         therein.



 


		6.	Performance
                                         of Duties. The Consultant agrees to perform duties as a consultant efficiently, professionally
                                         and effectively during the term of this agreement. Consultant shall report to and work
                                         toward achieve the goals and objectives set forth by CEO.



 


		7.	Share
                                         Sale Restriction. Consultant agrees not to sell shares of Western beginning on the
                                         date of this Agreement and throughout the term of the Agreement, including any extension
                                         as elected by CEO, without the written approval of CEO. After Western is adequately capitalized,
                                         as determined by CEO, Consultant can petition in writing that the Share Sale Restriction
                                         be temporarily waived. If Western, through its CEO, consents to a temporary waiver, Western
                                         will provide written notice. Western agrees to cooperate to the extent it is in the best
                                         interest of Western, with private shares for debt transactions which would alleviate
                                         Consultant’s need for public share sales of Western.



 


		8.	Notices.
                                         Any notice required or permitted to be given hereunder shall be in writing and shall
                                         be sufficiently given if hand delivered, emailed or, if mailed by prepaid registered
                                         mail, addressed to the other party at the following addresses, or to such other addresses
                                         as the parties may advise each other from time-to-time in writing.



 


If
to Western:


 


WESTERN
URANIUM CORPORATION 


10
King Street East, Suite 700


Toronto,
Ontario M5C 1C3 Attn: President


Email:
gglasier@western-uranium.com


 


If
to the Consultant:


 


BAOBAB
ASSET MANAGEMENT LLC


3
Greenwich Office Park, Suite 102


Greenwich,
CT 06831 Attn: Russell Fryer


Email:
rfryer@baobabllc.com


 






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Any
notice shall be deemed to have been received by the parties (a) if hand delivered on the date of delivery, (b) if by email to
the above designated email addresses on the date sent or (c) if mailed by prepaid registered mail on the fourth business day following
the date of mailing.


 


11.
Entire Agreement. This Agreement (together with the Exhibits attached hereto) represents the entire understanding and agreement
concerning the Services. Each of the parties shall from time to time and, at all times, do all further acts and execute and deliver
all such further documents and assurances, as may be reasonably required, in order to fully perform and carry out the terms of
this Agreement.


 


IN
WITNESS WHEREOF the parties hereto have entered into this Agreement which shall be effective as of the date first written
above.


 





	WESTERN
URANIUM CORPORATION	 	BAOBAB ASSET MANAGEMENT LLC
	 	 	 	 	 
	/s/ George
    E. Glasier	 	/s/ Russell
    S. Fryer
	 	 	 	 	 
	By:	George
    Glasier	 	By:	Russell
    Fryer
	Title:	President
    and Chief Executive Officer	 	Title:	Chief
    Executive Officer
	 	 	 	 	 
	April
    24, 2017	 	April
    21, 2017
	Date 		 	Date	




 






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EXHIBIT
“A”


 


SERVICES


 


The
Consultant will provide the following Services to Western:


 


		●	Support
                                         the CEO in the capital raising process as a primary function when Western is engaging
                                         in a placement offering. Western is currently engaged in a private placement and unless
                                         Consultant personally identifies and secures US$500,000.00 before the end of the term
                                         of this Agreement, it is not the intent to continue this Agreement beyond the Initial
                                         Term. Consultant is being engaged primarily to raise capital for Western. All other services
                                         are secondary and will be performed only after substantial efforts have been rendered
                                         with regards to the capital raise.



 


		●	Analyze
                                         and identify within the uranium sector, strategic relationships meeting the transactional
                                         specifications of CEO.



 


		●	Perform
                                         capital markets activities including liaising with potential institutional and retail
                                         investors, buy-side, sell-side, the retail market, media, and investor relations firms
                                         to increase WUC market visibility; meeting and presenting Western’s investment
                                         thesis as requested by CEO.



 






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EXHIBIT
“B”


 


COMPENSATION


 


Western
shall pay the following amounts to Baobab Asset Management LLC


 


Monthly


 


Compensation
of Fifteen Thousand Dollars (USD $15,000.00) shall be payable monthly on the 15th day of each month. Western agrees
to reimburse Baobab for all travel and accommodation expenses associated with providing the Services set out in Exhibit “A”
over the term of the Agreement. This shall not include any rent reimbursement, but shall include reimbursement of Bloomberg LP
subscription. All travel/accommodation expenses in excess of One Hundred Dollars ($100.00) shall first be approved by CEO.


 


Change
of Control Bonus


 


Consultant
shall be paid a bonus where Consultant introduces the counterparty (the “Introduced Counterparty”) and on or before
April 1, 2018, Western completes a merger or consolidation with the Introduced Counterparty whereby immediately following the
consummation of such merger or consolidation, in a transaction or series of transactions, Western shareholders after such merger
or consolidation do not own fifty percent (50%) or more of the voting shares of stock of the surviving successor company (“Change
of Control”). Upon meeting the aforementioned conditions, the Consultant shall be paid a Change of Control bonus in an amount
of $350,000, payable in a lump sum within thirty (30) days of the date of the Change of Control. A list of each Introduced Counterparty
(the “List”) shall be given to the Western CEO at the beginning of this Agreement. The List may be amended from time-to-time
to add additional Introduced Counterparties. Consultant will request the addition of proposed counterparties to the List, and
Western will promptly notify Consultant if Western has a prior relationship with proposed counterparty or acknowledge acceptance
as an Introduced Counterparty in writing. Consultant acknowledges Western has been in discussions with Uranium Energy Corporation,
UR Energy Corporation, Energy Fuels Inc. and Anfield Resources Corporation and any transaction concluded with these companies
is specifically excluded from this provision.


 


 


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