Exhibit
10.2


 





ENGAGEMENT
AGREEMENT


 


THIS
ENGAGEMENT AGREEMENT (“Agreement”) is executed this 12th day of May 2017, and effective as of the 1st
day of May 2017 (the “Effective Date”), between Western Uranium Corporation, an Ontario, Canada corporation
(“WUC”) and Robert R. Klein (“Klein”).


 


WHEREFORE,
WUC desires to engage the services of Klein as Chief Financial Officer of WUC to perform the duties set forth on Exhibit A
– “Scope of Services,” attached hereto and incorporated into this Agreement (the “Services”);
and


 


WHEREFORE,
Klein is willing to accept this engagement and perform his duties for WUC under the terms and conditions set forth in this Agreement.


 


NOW
THEREFORE, in consideration of the above recitals and the mutual promises, covenants, undertakings, and other consideration
recited herein, the Parties agree as follows:


 


1.            Duties
and Services. 


 


a.          Duties. Klein
shall report directly to George E. Glasier, Chief Executive Officer of WUC (the “CEO”) and Klein shall
devote substantially all of his business time and attention to the business and affairs of WUC and its subsidiaries.
Notwithstanding the foregoing, Klein (i) may engage in charitable, civic, fraternal and community affairs, educational and
professional and/or trade industry association activities, (ii) manage his personal passive investments, (iii) with prior
written notice to the Board of Directors of WUC (the “Board”), serve on the boards of directors of non-profit
organizations and (iv) with the prior written approval of the Board, serve on the boards of directors of for-profit
companies; provided that such activities, do not interfere, either individually or in the aggregate, in any material respect,
with the performance of Klein’s duties under this Agreement or create a potential business or fiduciary conflict. As
notice is provided, Klein has continued economic interests owed as set forth on Exhibit B – “Economic
Interests”, attached hereto and incorporated into this Agreement and by execution of this Agreement, the Board
approves his continued efforts toward realizing such Economic Interests.


 


b.          Services. Klein
shall perform the Services as detailed in Exhibit A. Klein shall exercise independent judgment regarding the manner
in which Klein performs the Services while exercising reasonable best efforts to comply satisfactorily with the terms of this
Agreement. Klein agrees to comply with all ordinances, laws, orders, rules, and regulations related and/or applicable to the
Services.


 


2.           Compensation.
During the Contract Term, Klein shall be paid Twelve Thousand Five Hundred Dollars (US$12,500.00)
per month, payable on the last day of each month during the term hereof. Klein shall during the term of this Agreement be considered
an independent contractor and thus no taxes or withholding shall be paid or made by WUC. The Company will reimburse Klein for
all reasonable travel and other business expenses incurred by Klein during the Term in connection with the performance of Klein’s
duties and obligations under this Agreement. All expenses in excess of $100.00 must first be approved by George E. Glasier, CEO.


 






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3.            Term.
The term of this Agreement shall commence on the Effective Date and continue until June 30, 2017. The term of this Agreement may
be extended upon mutual agreement.


 


4.            Confidential
Information.


 


a.          For
purposes of this Agreement, “Confidential Information” means (i) any and all trade secrets, as defined by any applicable
state, federal or international law, concerning the business and affairs of WUC, including, without limitation, operational and
product specifications, plans of operation, resource, exploration, development and processing data, information and plans, water,
air, or other environmental and community assessment plans and studies, reclamation studies, estimates and data, know-how, training,
formulae, compositions, processes, designs, sketches, photographs, maps, topological, hydrological, geological, metallurgical,
and geographic studies and data, graphs, drawings, samples, inventions, past, current, and planned exploration, research and development,
including programs and budgets, current and anticipated customers and customer requirements, including the terms and conditions
of customer relationships, price lists, market studies, business plans, current and anticipated suppliers and the terms and conditions
of supplier relationships, computer software and programs, database technologies, systems, structures, architectures, processes,
improvements, devices, discoveries, concepts, methods, and other information, however documented, of WUC that is a trade secret
within the meaning of applicable law; (ii) any and all information concerning the business and affairs of WUC (which includes
historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and
plans, the names and backgrounds of key personnel, contractors, agents, customers, drivers, suppliers and potential suppliers,
personnel training and techniques and materials, and purchasing methods and techniques, however documented); and (iii) any and
all notes, analyses, compilations, studies, summaries, and other material prepared by or for WUC containing or based, in whole
or in part, upon any information included in the foregoing.


 


b.          The
term Confidential Information does not include any information which (i) is published by WUC or otherwise is or becomes generally
available and known to the public (other than as a result of a disclosure directly or indirectly by Klein or any person or entity
acting for, through or on behalf of Klein, (ii) is or becomes available to Klein on a non-confidential basis from a source other
than WUC or its advisors, provided that such source is not and was not bound by a confidentiality agreement with, or other obligation
of secrecy to, WUC, or (iii) has already been independently acquired or developed by Klein without violating any confidentiality
agreement with, or other obligation of secrecy to, WUC.


 


c.          With
regard to any Confidential Information, Klein agrees to: (i) hold such information in absolute confidence and absolutely secret;
(ii) use such information solely for the purpose of performing his duties under this Agreement and solely for the benefit of WUC;
(iii) not use any such information for any other purpose not directly and expressly authorized by this Agreement; (iv) not to
use any such information for his own account or benefit or for the use, account or benefit of others besides WUC, and (v) refrain
from disclosing, and take all reasonable steps to prevent the disclosure of, such information to any person or entity not authorized
to receive it.


 






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d.          The
parties hereto irrevocably stipulate and agree that: (i) the protections afforded to Confidential Information hereunder are necessary,
fundamental, and required for the protection of WUC’s business; and (ii) a breach of any of the provisions of this Agreement
and any disclosure of any of the Confidential Information in violation of the terms hereof will result in irreparable harm and
damage to WUC which harm and damage cannot be completely and adequately determined nor compensated by any monetary award. Accordingly,
it is expressly agreed that, in addition to all other remedies which may be available at law for any breach hereof, WUC shall
be entitled to the immediate issuance of a temporary restraining order, temporary or permanent injunction, or other equitable
relief prohibiting any threatened or actual violation of this Agreement or requiring the remediation thereof or specifically enforcing
the provisions hereof. Klein hereby consents to the issuance of any such order ex parte. Such equitable remedies shall not be
the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or equity.


 


e.          Nothing
contained herein shall prevent a party from disclosing Confidential Information pursuant to a subpoena or order of any court or
governmental agency or from disclosing Confidential Information to any governmental agency if required to do so by law; provided
however that, before disclosing information under any such circumstances, Klein agrees to provide WUC a copy of such subpoena,
order or other requirement for disclosure at least three days prior to disclosing any Confidential Information in order to provide
WUC an opportunity to contest any requirement for such disclosure.


 


f.          In
the event of any legal action taken to enforce the confidentiality provisions of this Agreement, the prevailing party shall be
entitled to recover all costs and expenses associated with such action or litigation, including but not limited to, attorney fees,
witness fees, expert witness fees, travel and other expenses, copying, telephone and all other charges and expenses.


 


5.            Non-Disparagement.


 


a.         Klein
agrees not to make negative comments or otherwise disparage WUC or its officers, directors, employees, shareholders, agents or
products, including, without limitation, by engaging in any disparaging communication with any Customer or prospective Customer
of WUC, other than in the good faith performance of Klein’s duties to WUC while Klein is contracted by WUC and thereafter.
The foregoing shall not be violated by (i) responding publicly to incorrect, disparaging or derogatory public statements to the
extent reasonably necessary to correct or refute such public statement or (ii) truthful statements in response to legal process,
required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions
in connection with such proceedings) with apparent or actual jurisdiction to order such person to disclose or make accessible
such information.


 


b.         WUC
agrees to instruct its officers and directors to not make any negative, derogatory or disparaging remarks about Klein, and to
enforce such instructions if it becomes aware of any violation thereof.


 






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6.            Work
Product. Subject to the provisions of applicable law, Klein acknowledges and agrees that all discoveries, concepts, ideas,
inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, works of authorship, mask
works and intellectual property (whether or not including any confidential information), all other proprietary information and
all similar or related materials, documents, work product or information (whether or not patentable) which have relevance to the
current or contemplated businesses in which WUC is engaged and which are conceived, developed or made by Klein (whether alone
or jointly with others) while employed by any Related Company (collectively the “Work Product”), shall be the sole,
exclusive and absolute property of such Related Company, and Klein hereby does irrevocably assign, transfer and convey (to the
extent permitted by applicable law) all rights, including intellectual property rights, therein on a worldwide basis to the applicable
Related Company or such other entity as such Related Company shall designate, to the extent ownership of any such rights does
not vest originally in such Related Company and waives any moral rights therein to the fullest extent permitted under applicable
law. Klein will promptly disclose any such Work Product to the applicable Related Company (except where it is lawfully protected
from disclosure as the trade secret of a third party or by any other lawful bar to such disclosure) and will, at the applicable
Related Company’s request (and, during the Employment Term, without additional compensation), perform all actions reasonably
requested by any Related Company to establish and confirm such ownership, including execute any patent, trademark or copyright
papers covering such Work Product as well as any papers which may be considered necessary or helpful by the applicable Related
Company in the prosecution of applications for patents thereon or which may relate to any litigation or controversy in connection
therewith, with applicable Related Company bearing all expenses of performing such actions (including expenses incident to the
filing of such application, the prosecution thereof and the conduct of any such litigation).


 


7.            Enforcement.
The parties hereto acknowledge and agree that Klein’s services are unique and Klein has access to Confidential Information
and Work Product, that the provisions of Sections 4, 5 or 6 are necessary, reasonable and appropriate for the protection of the
legitimate business interests of WUC and its Affiliates, that irreparable injury will result to WUC and its Affiliates if Klein
breaches any of the provisions of Sections 4, 5, or 6 and that money damages would not be an adequate remedy for any breach by
Klein of this Agreement and that WUC will not have any adequate remedy at law for any such breach. Therefore, in the event of
a breach or threatened breach of this Agreement, WUC or any of its successors or assigns, in addition to other rights and remedies
existing in their favor, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from
any court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without the necessity
of showing actual money damages, or posting a bond or other security). Nothing contained herein shall be construed as prohibiting
WUC or any of its successors or assigns from pursuing any other remedies available to it for such breach or threatened breach,
including the recovery of damages.


 


8.            Tolling.
In the event of any violation of the provisions of Sections 4, 5, or 6 hereof, Klein acknowledges and agrees that the post-termination
restrictions contained in Sections 4, 5, or 6 hereof shall be extended by a period of time equal to the period of such violation,
it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled
during any period of such violation.


 






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9.            Representations
and Acknowledgements.


 


a.         Klein
hereby represents and warrants to WUC that (i) the execution, delivery and performance of this Agreement by Klein does not and
shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree
to which Klein is a party or by which he is bound and that Klein is not a party to any agreement or understanding, written or
oral, and is not subject to any restriction, which, in either case, could prevent Klein from entering into this Agreement or impair
Klein’s ability to perform all of Klein’s duties and obligations hereunder, (ii) Klein is not a party to or bound
by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original
Agreement, (iii) Klein shall not use any confidential information or trade secrets of any third party in connection with the performance
of his duties hereunder, and (iv) this Agreement constitutes the valid and binding obligation of Klein, enforceable against Klein
in accordance with its terms. Klein acknowledges and agrees that the provisions of Sections 4, 5, or 6 are in consideration of:
(i) Klein’s engagement by WUC and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt
and sufficiency of which are hereby acknowledged. Klein expressly agrees and acknowledges that the restrictions contained Sections
4, 5, or 7 do not preclude Klein from earning a livelihood, nor do they unreasonably impose limitations on Klein’s ability
to earn a living, and that such provisions shall survive the expiration of the Contract Term and the termination of Klein’s
services hereunder for any reason in accordance with their terms. In addition, Klein agrees and acknowledges that the potential
harm to WUC of its non-enforcement outweighs any harm to Klein of its enforcement by injunction or otherwise. Klein acknowledges
that Klein has carefully read this Agreement and has given careful consideration to the restraints imposed upon Klein by this
Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information.
Klein expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to
subject matter, time period and geographical area.


 


b.         WUC
hereby represents and warrants to Klein that (i) the execution, delivery and performance of this Agreement by such entity does
not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment
or decree to which Affiliate is a party or by which it or any Affiliate is bound and that no Affiliate is a party to any agreement
or understanding, written or oral, or subject to any restriction, which, in either case, could prevent such entity from entering
into this Agreement or impair such entity’s ability to perform all of its duties and obligations hereunder, and (ii) this
Agreement constitutes the valid and binding obligation of WUC, enforceable against each such entity in accordance with its terms.


 


10.          
Definitions.


 


“Cause”
means (a) Klein’s commission of an act of fraud or embezzlement against WUC or any of its Affiliates or a breach of Klein’s
fiduciary duty to WUC; (b) any conviction of, or plea of guilty or nolo contendere by, Klein with respect to a felony (other than
a traffic violation); or (c) Klein’s material breach of the terms of this Agreement or any other agreement between Klein
and WUC or of a material written policy or code of conduct of WUC, or any of its Affiliates; provided, however,
that Cause shall not be deemed to exist under clause (d), unless Klein has first been given reasonably detailed written notice
of the grounds for such Cause and Klein has not contested such grounds and in the event Klein contests such grounds, the final
determination of such issue by a court.


 


“Customer”
means any Person who: (a) purchased products or services from any Related Company prior to or during the Contract Term or, after
the Contract Term, within twelve (12) months prior to the Termination Date; or (b) was called upon or solicited by a Related Company
or any of their predecessors prior to or during the Contract Term or, after the Contract Term, within six (6) months prior to
the Termination Date, so long as Klein had direct or indirect contact with such Person as an employee of any Related Company or
learned or became aware of such Person during the Contract Term.


 






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“Person”
means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 


11.          Litigation.
This Agreement has been negotiated within the State of Colorado and the rights and obligations of the Parties to this Agreement
shall be construed and enforced in accordance with, and governed by, the laws of the State of Colorado without regard to any jurisdiction’s
principles of conflict of laws. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted
in the State court in Mesa County, Colorado, and each party irrevocably submits to the exclusive jurisdiction of such courts in
any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party acknowledges and
agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore,
each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action
arising out of or relating to this Agreement.


 


12.         
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.


 


13.          Effect
of Partial Invalidity. Whenever possible, each provision of this Agreement shall be interpreted in a manner so as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained herein.


 


14.          Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together
shall constitute one and the same agreement.


 


15.           Modification
of Agreement; Waiver. This Agreement may be amended, waived, changed, modified, extended, or rescinded only by a writing
signed by WUC and Klein. The failure of any party to this Agreement to insist upon performance of any of the terms and conditions
of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as
thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver occurred.


 


16.          Complete
Agreement. This Agreement and the exhibits hereto contain the complete agreement and understanding of the parties and
shall, as of the Effective Date, supersede all other prior understandings, agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in any way.


 


17.          Governing
Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the exhibits and schedules hereto shall be governed by and construed by the parties, courts and arbitrators in accordance
with the laws of the State of Colorado, without regard to conflicts-of-laws principles that would require the application of any
other law.


 






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18.           Notices.
Any notice required pursuant to this Agreement shall be in writing and shall be deemed delivered (a) on the day of delivery
if delivered in person, (b) three (3) business days after mailing by registered or certified mail, return receipt requested; (c)
on the date sent by facsimile, email or other form of electronic delivery provided however that a copy is also sent by first class
mail; or (d) one (1) business day after deposit with an overnight delivery courier service; and in each case fully prepaid and
properly posted and addressed as follows:


 


To
WUC:Western Uranium Corporation


 


Attn:
President and CEO


31127
Hwy 90 Road, P.O. Box 98


Nucla,
Colorado 81424-0098


 


gglasier@western-uranium.com


 


To
Klein:


 


Robert
Klein


7
Brentwood Court


Warren,
NJ 07059


 


robkein01@yahoo.com


 


or
such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice
to the sending party.


 


19.          Expenses.
WUC and Klein will each pay their own costs and expenses incurred in connection with the negotiation and execution of this Agreement
and the agreements contemplated hereby, unless otherwise agreed in writing between WUC and Klein.


 


20.          Successors
and Assigns; Third Party Beneficiary. Except as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by Klein, WUC, and their respective successors and assigns, including any entity with which WUC
may merge or consolidate or to which all or substantially all of its equity may be sold or its assets may be transferred; provided,
that the rights and obligations of Klein under this Agreement shall not be assignable. As used in this Agreement, “Company”
include any successor to all or substantially all of the business and/or assets of WUC, which assumes and agrees to perform the
duties and obligations of WUC under this Agreement by operation of law or otherwise.


 


21.          Business
Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or
legal holiday in the State of Colorado, the time period shall be automatically extended to the business day immediately following
such Saturday, Sunday or holiday.


 






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22.          Indemnification
and Directors and Officers Insurance. In Klein’s capacity as an officer of WUC or serving or having served any other
entity as an officer at WUC’s request, Klein shall be indemnified and held harmless by WUC to the fullest extent allowed
by law, WUC’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities,
expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims,
demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Klein may be involved, or threatened
to be involved, as a party or otherwise by reason of Klein’s status, which relate to or arise out of WUC and such other
entities, their assets, business or affairs, if in each of the foregoing cases, (a) Klein acted in good faith and in a manner
Klein believed to be in the best interests of WUC, and, with respect to any criminal proceeding, had no reasonable cause to believe
Klein’s conduct was unlawful, and (b) Klein’s conduct did not constitute gross negligence or willful or wanton misconduct.
WUC shall advance all reasonable expenses incurred by Klein in connection with the investigation, defense, settlement or appeal
of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable
fees of legal counsel, expert witnesses or other litigation related expenses. WUC agrees to maintain adequate directors and officers
insurance coverage.


 


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The
parties hereto have executed this Engagement Agreement as of the first day and year written above.


 


	 	WESTERN
    URANIUM CORPORATION
	 	 	 
	 	By:	/s/
    George E. Glasier
	 	Its:	President
    and CEO
	 	Date:	May 12,
    2017
	 	 	 
	 	Robert
                                         r. Klein



	 	 
	 	By:
	/s/
    Robert R. Klein
	 	 	Robert
    R. Klein
	 	 	 
	 	Date:	May 12,
    2017




 






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EXHIBIT
A


to
that certain Engagement Agreement


between


Western
Uranium Corporation


and


Robert
R. Klein


effective
as of 1st May 2017


 


Klein
will provide the following Services to WUC:


 


Function
and Accountabilities: as Chief Financial Officer of WUC, Klein will, under the broad operating guidelines set by the Board,
assume full responsibility for the management of WUC including:


 


		1.	As
                                         requested by the CEO, contributing to the development and achievement of strategic objectives
                                         for WUC.



 


		2.	As
                                         requested by the CEO, playing a role in WUC’s investor relations activities.



 


		3.	As
                                         requested by the CEO, assisting the CEO with the identification, negotiating and execution
                                         of M&A and/or similar transactions.



 


		4.	As
                                         requested by the CEO, playing a key role in executing public and private market capital
                                         raising initiatives.



 


		5.	Playing
                                         an integral role along with the CEO in developing and maintaining relationships with
                                         investment banking firms.



 


		6.	Assisting
                                         CEO in financial decision making through preparation of requisite financial analysis.



 


		7.	Advising
                                         CEO, from a financial risk management perspective.



 


		8.	Overseeing
                                         the preparation of financial statements and MD&A and providing certification as required
                                         by applicable securities laws.



 


		9.	Overseeing
                                         the accounting function and maintenance of books and records in accordance with governing
                                         regulations.



 


		10.	Reorganizing
                                         business finances, accounts, and systems to improve efficiency.



 


		11.	Establish
                                         an internal control policy to public company standard in Canada and the United States.



 


		12.	Overseeing
                                         the multi-national tax preparation and filing process.



 


		13.	Overseeing
                                         the financial planning, budgeting and forecasting processes for the organization.



 


		14.	Overseeing
                                         relationships with the multi-national group of vendors and creditors and cost management.



 


		15.	Managing
                                         financial relationships of WUC with banks and potential lenders.



 


		16.	Managing
                                         public securities relationships with public stock exchanges and the transfer agent.



 


		17.	Facilitating
                                         and assisting the Chairman, Corporate Secretary, and outside counsel on regulatory compliance
                                         matters.



 






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EXHIBIT
B


to
that certain Engagement Agreement


between


Western
Uranium Corporation


and


Robert
R. Klein


effective
as of 1st May 2017


 


As
of the Effective Date of this Agreement, Klein has residual Economic Interests, which he wishes to maintain, owed by plaintiffs
which are partially dependent upon resolution of the following lawsuit:


 


Cross
River Inititiatives LLC, Cross River Advisors LLC, and Bedford Bridge Fund LLC (plaintiff) versus Log Storm Security Inc. Dale
Cline, and Inglesino, Webster, Wyciskala & Taylor, LLC (defendants).


 


 


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