Exhibit 10.15


 


INDEMNITY AGREEMENT


 


INDEMNITY
AGREEMENT, effective as of October [  ], 2021 (this “Agreement”), is made by and between Snow
Lake Resources Ltd., a company incorporated in the Province of Manitoba, Canada (the “Company”), and the
undersigned (“Indemnitee”). Each of Company and Indemnitee are sometimes referred to in this Agreement individually
as a “Party” and, collectively, as the “Parties.”


 


RECITALS


 


A. The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B. The
Company is permitted to indemnify its directors, and empower the Company to indemnify its officers, employees and agents, as authorized
by The Corporations Act (Manitoba), under which the Company is incorporated.


 


C. Indemnitee
does not regard the protection currently provided by applicable law, the Articles of Incorporation of the Company, as amended, (the “Articles”)
and available insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors,
officers, employees and agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D. The
Company has proposed to raise additional capital through an initial public offering (“IPO”) of the Company’s
common shares and, in connection with the IPO, the Company proposes to file with the United States Securities and Exchange Commission
a registration statement on Form F-1 (the “Form F-1 Registration Statement”) relating to the registration of the IPO
shares under Section 5 of the Securities Act of 1933, as amended.


 


E. The
Company desires and has requested Indemnitee to serve, subject to and beginning upon the effectiveness of the Form F-1 Registration Statement,
as a director, officer, employee or agent of the Company, as the case may be, and has proffered this Agreement to Indemnitee as an additional
inducement to serve in such capacity.


 


F. Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if Indemnitee
is furnished the indemnity provided for herein by the Company.





 






     


     

    

 




AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereto, intending to be legally
bound, hereby agree as follows:


 


1. Definitions.


 


(a) Agent.
For purposes of this Agreement, the term “agent” of the Company means any person who: (i) is or was a director, officer,
employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request or for the convenience
of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee or other fiduciary
of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.


 


(b) Expenses.
For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation, all
direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional
fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred by Indemnitee in connection
with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement,
The Corporations Act (Manitoba) or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include
any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses”
shall also include reasonable compensation for time spent by Indemnitee for which he is not compensated by the Company or any subsidiary
or third party (i) for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation
to, the Company or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors of the
Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by,
or providing services for compensation to, the Company or any subsidiary.


 


(c) Proceedings.
For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any
threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether
of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is
or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company;
(ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part while acting as director, officer, employee
or agent of the Company; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and in any such case described
above, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses may be provided under this Agreement.


 


(d) Subsidiary.
For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than
50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its
subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.


 




    2 


     

    

 


(e) Independent
Counsel. For purposes of this Agreement, the term “independent counsel” means a law firm, or a partner (or, if applicable,
member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years
has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to
the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “independent counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


2. Agreement
to Serve. Indemnitee will serve, subject to and beginning upon the effectiveness of the Form F-1 Registration Statement,
as a director, officer, employee or agent of the Company or any subsidiary, as the case may be, faithfully and to the best of his or her
ability, at the will of such corporation (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently
serves as an agent of such corporation, so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable
provisions of the bylaws or other applicable charter documents of such corporation, or until such time as Indemnitee tenders his or her
resignation in writing; provided, however, that nothing contained in this Agreement is intended as an employment agreement between Indemnitee
and the Company or any of its subsidiaries or to create any right to continued employment of Indemnitee with the Company or any of its
subsidiaries in any capacity.


 


The Company acknowledges that
it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its obligations
to Indemnitee under the Articles, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee or agent of the
Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent
of the Company.


 


3. Indemnification.


 


(a) Indemnification
in Third Party Proceedings. Subject to Section 2 above and Section 10 below, the Company shall indemnify Indemnitee to the fullest
extent permitted by the Articles and The Corporations Act (Manitoba), as the same may be amended from time to time (but, only to
the extent that such amendment permits Indemnitee to broader indemnification rights than The Corporations Act (Manitoba) permitted
prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding,
for any and all expenses, actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or
appeal of such proceeding.


 


(b) Indemnification
in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee to the
fullest extent permitted by the Articles and the Corporations Act, as the same may be amended from time to time (but, only to the extent
that such amendment permits Indemnitee to broader indemnification rights than The Corporations Act (Manitoba) permitted prior to
adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding by
or in the right of the Company to procure a judgment in its favor, against any and all expenses actually and reasonably incurred by Indemnitee
in connection with the investigation, defense, settlement, or appeal of such proceedings.


 




    3 


     

    

 


4. Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has
been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including
the dismissal of any action without prejudice, the Company shall indemnify Indemnitee to the fullest extent permitted by the Articles
and The Corporations Act (Manitoba), as the same may be amended from time to time (but, only to the extent that such amendment
permits Indemnitee to broader indemnification rights than The Corporations Act (Manitoba) permitted prior to adoption of such amendment)
against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.


 


5. Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of
a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


6. Advancement
of Expenses. To the fullest extent permitted by the Articles and The Corporations Act (Manitoba), as the same may
be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than The
Corporations Act (Manitoba) permitted prior to adoption of such amendment), the Company shall advance the expenses incurred by Indemnitee
in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the
case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee
to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking
to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final
judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest
free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and
reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise
and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee
shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent
jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to
advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall
not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 


7. Notice
and Other Indemnification Procedures.


 


(a) Notification
of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement
of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise.





 


(b) Request
for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly in writing upon receiving notice of
any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms
of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3
hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement
of expenses shall be made under the provisions of Section 6 herein.


 


(c) Application
for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall
have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification
or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the
Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable
law. Any determination by the Company (including its Board of Directors, shareholders or independent counsel) that Indemnitee is not entitled
to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled
to indemnification or advancement of expenses hereunder.


 


(d) Indemnification
of Certain Expenses. The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding
under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.


 






    4 


     

    

 


8. Assumption
of Defense. In the event the Company shall be requested by Indemnitee to pay the expenses of any proceeding, the Company,
if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding,
with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the
Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee’s
sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating that
such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any
such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within
a reasonable time, then in any such event the fees and expenses of Indemnitee’s counsel to defend such proceeding shall be subject
to the indemnification and advancement of expenses provisions of this Agreement.


 


9. Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Company or of any subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee
or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such
policies.


 


10. Exceptions.


 


(a) Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement
to indemnify Indemnitee either (A) other than as permitted by the Articles and The Corporations Act (Manitoba), as the same may
be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than The
Corporations Act (Manitoba) permitted prior to adoption of such amendment), (B) on account of any proceeding with respect to (i) remuneration
paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and,
in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification
for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment
rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities
of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by
Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received
monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other
provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication
that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but
only to the extent of such specific determination); or (iv) on account of conduct that is established by a final judgment as constituting
a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is
not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying
proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities
under this Agreement.


 






    5 


     

    

 


Notwithstanding anything herein
contained and for greater certainty, the Indemnitee acknowledges that the indemnity provided under this Agreement shall only be available
to the Indemnitee if the Indemnitee acted honestly and in good faith in a manner he or she believed to be in the best interests of the
Company, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had
reasonable grounds for believing that the Indemnitee’s conduct was lawful. For the purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books
of account of the Company, including financial statements, (ii) information supplied to Indemnitee by the officers of the Company
in the course of their duties, (iii) the advice of legal counsel for the Company or its board of directors or counsel selected by
any committee of the board of directors or (iv) information or records given or reports made to the Company by an independent certified
public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Company or its board of directors
or any committee of the board of directors. The provisions of this section shall not be deemed to be exclusive or to limit in any
way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement


 


(b) Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify or
advance expenses to Indemnitee either (A) other than as permitted by the Articles and The Corporations Act (Manitoba), as the same
may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than
the Corporations Act permitted prior to adoption of such amendment), or (B) with respect to proceedings or claims initiated or brought
by Indemnitee against the Company or its directors, officers, employees or other agents and not by way of defense, except (i) with respect
to proceedings brought to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision
in the Articles or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved by the
Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of expenses
may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.


 


(c) Unauthorized
Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this
Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s
written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however,
that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder
in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such settlement
is not in the best interests of the Company and its shareholders.


 


(d) Securities
Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations
promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the
Securities and Exchange Commission under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently
generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the
enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds
to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that
any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.


 




    6 


     

    

 


11. Non-exclusivity
and Survival of Rights. The provisions for indemnification and advancement of expenses set forth in this Agreement shall
not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Articles
or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Company,
in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting
as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations
and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated
in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


No amendment, alteration or
repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent
that a change in the Corporations Act, whether by statute or judicial decision, permits greater indemnification or advancement of expenses
than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of
any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.


 


12. Term.
This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall have ceased
to serve as a director or and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination of any proceeding,
including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement of expenses hereunder.
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an
Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date
of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted
by the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to such cause of action, such shorter period shall govern.


 


13. Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who, at the request and expense of the Company, shall execute all papers required and shall do everything that may be reasonably
necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.


 


14. Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 




    7 


     

    

 


15. Severability.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity,
legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.


 


16. Amendment
and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17. Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served
upon the parties hereto shall be in writing and, if by telegram, telecopy or telex, shall be deemed to have been validly served, given
or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly served, given or
delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3) business days
after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and addressed to the party or parties
to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as a party may designate
for itself by like notice). If to the Company, notices and demands shall be delivered to the attention of the Secretary of the Company.


 


18. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the
laws of Canada applicable therein and the parties hereby attorn to the jurisdiction of the courts of the Province of Manitoba.


 


19. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of
this Agreement.


 


20. Headings.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction hereof.


 


21. Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject
matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Articles, the Corporations
Act and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.


  


[Remainder
of Page Intentionally Left Blank]


 




    8 


     

    

 


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


 


	
     

    
	COMPANY:
	 	 
	 	Snow Lake Resources Ltd.
	 	 
	 	By:	
	 	 	Name: Philip Gross
	 	 	Title:   Chief Executive Officer 



 


	 	Address:	                    
	 	 	 
	 	 	 
	 	 	 
	 	INDEMNITEE:
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)
	 	           
	 	Address:	    
	 	 	 
	 	 	 


 


9