Exhibit 10.19


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT CLOSING
DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


THE SECURITIES REPRESENTED HEREBY AND THE
SECURITIES ISSUABLE ON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER OF SUCH SECURITIES AND ITS SUCCESSORS (THE “CORPORATION”) THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER HAS PRIOR TO SUCH TRANSFER FURNISHED TO THE CORPORATION AN OPINION
OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE
MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 


SNOW LAKE RESOURCES LTD.


 


UNSECURED CONVERTIBLE DEBENTURE


 


	PRINCIPAL AMOUNT: $[●]

    PURCHASE PRICE: $[●]

    
	Date: February [●], 2021



 

		1.	Promise
                                            to Pay FOR VALUE RECEIVED, the undersigned, Snow Lake Resources Ltd.
                                            (the “Corporation”) promises to pay to or to the order of [●]
                                            (the “Debentureholder”), or such other place and/or person as the
                                            Debentureholder may direct by notice in writing to the Corporation. the principal amount
                                            of $[●] (the “Principal Amount”) in lawful money of Canada
                                            (such Principal Amount having a purchase price of $[●] after being reduced by
                                            an original issuance discount equal to 5% and $15,000 for the Debentureholder’s legal
                                            and closing costs) together with interest and all other Obligations (as hereafter defined),
                                            subject to the terms and conditions contained herein.



 


		2.	Definitions and Interpretation



 


		2.1	As used herein, the following terms shall
                                            have the following respective meanings, unless the context otherwise requires:



 


“Affiliate” has
the meaning ascribed to such term in the Business Corporations Act (Ontario), as in effect on the date of this Debenture.


 






     


     


    

 


“Asset Sale” means
the sale of any assets of the Corporation outside of the ordinary course of business.


 


“Business Day” means
any day except Saturday, Sunday or any statutory holiday in the City of Toronto, Ontario, Canada.


 


“Common Share Reorganization”
shall have the meaning ascribed to such term in Section ‎7.


 


“Common Shares”
means fully-paid and non-assessable common shares in the capital of the Corporation as constituted on the date hereof, and after the
date hereof any other shares, other securities, money or property which the Debentureholder is entitled to receive in respect or substitution
thereof upon conversion of this Debenture pursuant to Section ‎6.


 


“Conversion Date”
means the date on which the Debenture is received by the Corporation for conversion in accordance with the terms and conditions in Section
‎6.


 


“Conversion Notice”
shall have the meaning ascribed to such term in Section ‎6.2.


 


“Conversion Price”
means, subject to adjustment as provided in Section ‎7, the lesser of (i) $0.25 per Common Share, and (ii) a 20% discount to the
issue price of any Common Shares issuable upon the sale or conversion of Offered Securities issued in a Qualified Financing.


 


“Corporation” means
Snow Lake Resources Ltd., a corporation incorporated under the laws of the Province of Manitoba and includes any successor to or of the
Corporation which shall have complied with the provisions of Section ‎14.


 


“Credit Documents”
means, collectively, the Debentures and all certificates, notices, agreements and other documents delivered to the Debentureholder, or
entered into by the Debentureholder pursuant to or in connection with the Debentures;


 


“CSE” means the
Canadian Securities Exchange.


 


“Current Market Price”
shall have the meaning ascribed to the term in Section ‎7.1(d).


 


“Debenture” means
this unsecured convertible debenture as it may be amended, supplemented or restated from time to time and “Debentures”
means the aggregate of up to $[●] in principal amount of Debentures (inclusive of an original discount equal to 5%, and
for greater certainty, including this Debenture) issued pursuant to the Offering.


 


“Debentureholder”
shall have the meaning ascribed to such term in the introductory paragraph hereto.


 






    2


     


    

 



“Dividends
Paid in the Ordinary Course” means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation
to the extent that such cash dividends do not exceed, in the aggregate, an amount greater than:


 





		(a)	fifty (50%) percent of the retained earnings
                                            of the Corporation as at the end of its immediately preceding fiscal year; and



 


		(b)	one hundred (100%) percent of the aggregate
                                            consolidated net income of the Corporation, determined before computation of extraordinary
                                            items, for its immediately preceding fiscal year;



 


“Event of Default”
shall have the meaning ascribed to such term in Section ‎8.2.


 


“Exchangeable Securities”
shall have the meaning ascribed to such term in Section ‎7.


 


“Exercise Date”
shall have the meaning ascribed to such term in Section ‎6.2.


 


“Expiration Time”
means 5:00 pm (Toronto time) on the Maturity Date.


 


“Indebtedness” means,
at any time and from time to time, all of the Principal Amount, any accrued interest and any other amount owing pursuant to this Debenture,
including any penalties, in each case which has not been paid to the Debentureholder by the Corporation.


 


“Interest Rate” shall
have the meaning ascribed to such term in Section ‎4.1.


 


“Maturity Date”
means the earlier of (i) December 23, 2022, (ii) the date the Corporation completes a Public Offering, and (iii) or such earlier date
as the principal amount hereof may become due, subject to and in accordance with the terms, conditions and provisions hereof, subject
to extension upon mutual agreement of the parties.


 


“Material Adverse Change”
means a material adverse effect on (i) the ability of the Corporation to pay its obligations hereunder as and when due; (ii) the business,
operation, prospects, assets or condition, financial or otherwise, of the Corporation or any Subsidiary; or (iii) the ability of
the Corporation or any Subsidiary to perform any other material obligations to the Debentureholder under this Debenture or any other
present or future agreements in respect of the property and assets of the Corporation.


 


“Obligations” means
all Indebtedness, liability and other obligations of the Corporation hereunder or under the Subscription Agreement and any other agreement
between the Corporation and the Debentureholder.


 


“Offered Securities”
any equity or voting securities, or securities convertible into or exchangeable for equity or voting securities, of the Corporation;


 


“Offering” means
the private placement offering of $630,000 in aggregate principal amount of Debentures by the Corporation pursuant subscription agreements
entered into between the Corporation and the Debentureholder;


 


“Other Agreements”
has the meaning ascribed thereto in Section 8.2(l).


 


“Participation Right”
has the meaning ascribed thereto in Section ‎15.


 






    3


     


    

 


“Person” includes
an individual, a trust, a partnership, a body corporate or politic, a syndicate, a joint venture, a company, an association and any other
form of incorporated or unincorporated organization or entity.


 


“Principal Amount”
has the meaning ascribed thereto in Section ‎1.


 


“Public Offering”
means a Qualified Financing that either (i) effects a listing of Common Shares on a Securities Exchange or (ii) takes place after shares
have been listed on a Securities Exchange


 


“Qualified Financing”
means the sale by the Corporation of any Offered Securities, or the raise of any funds by way of equity sale, debt sale, or otherwise
following the date of this Debenture.


 


“Rights Offering”
shall have the meaning ascribed to such term in Section ‎7.


 


“Rights Period”
shall have the meaning ascribed to such term in Section ‎7.


 


“Securities Exchange”
shall have the meaning ascribed to such term in Section 8.2(m).


 


“Securities Laws”
means, collectively, the applicable securities laws of the relevant jurisdictions, the regulations, rules, rulings and orders made thereunder,
the applicable policy statements issued by the securities regulators thereunder, the securities legislation and policies of each other
relevant jurisdiction and the rules of the relevant stock exchange, in each case in effect from time to time.


 


“Share Certificates”
shall have the meaning ascribed to such term in Section ‎6.3.


 


“Special Distribution”
shall have the meaning ascribed to such term in Section ‎7.


 


“Subscription Agreement”
means a Subscription Agreement of even date between the Corporation and the Debentureholder providing for the issuance of the Debenture,
as such agreement may be amended, supplemented or restated from time to time.


 


“Subsidiary” has
the meaning ascribed to such term in the Business Corporations Act (Ontario), as in effect on the date of this Debenture.


 


“Warrants” means
the Common Share purchase warrants issued by the Corporation to the Debentureholder on or about the date hereof.


 


		2.2	Interpretation



 


Words importing the
singular only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words
importing persons shall include firms and corporations and vice versa.


 






    4


     


    

 


		2.3	Headings



 


The division of this
Debenture into Articles and Sections and the use of headings are for convenience of reference only and shall not affect the construction
or interpretation of this Debenture.


 


		2.4	Time of Essence



 


Time is of the essence
of this Debenture.


 


		2.5	Currency



 


Unless otherwise
specified, all dollar amounts in this Debenture, including the symbol “$”, refer to Canadian currency.


 


		2.6	Business Day



 


If the date upon
which any amount is payable by the Corporation, or upon which any other action is required to be taken by the Corporation hereunder,
is not a Business Day, then such amount shall be payable or such other action shall be taken on or by the next succeeding Business Day.


 


		3.	Payment



 


		(a)	Unless the Indebtedness is redeemed or
                                            converted in accordance with this Debenture, the Corporation shall pay to the Debentureholder
                                            the Indebtedness on the Maturity Date.



 


		(b)	Upon the Principal Amount and interest
                                            (including interest on amounts in default, if any) on this Debenture and all other money
                                            payable hereunder having been paid or satisfied, the Debentureholder shall, at the request
                                            of the Corporation, release and discharge this Debenture. Upon such request, the Debentureholder
                                            shall execute and deliver such instruments as it shall be advised by the Corporation’s
                                            counsel are requisite to release the Corporation from its covenants herein contained.



 


		4.	Interest



 


		4.1	The Principal Amount from time to time outstanding
                                            shall bear interest at a rate of the greater of 12% (subject to Section 4.2) per annum, and
                                            (ii) the WSJ prime rate + 7% (the “Interest Rate”), calculated and added
                                            to the Principal Amount annually, payable in cash in arrears on the Maturity Date (the “Interest
                                            Payment Date”).



 


		4.2	Upon an Event of Default, the Interest Rate
                                            shall increase to the lesser of (i) 24% per annum, and (ii) the maximum legal rate, from
                                            the date of the Event of Default until the date such Event of Default is cured.



 


		4.3	Notwithstanding the foregoing provisions of
                                            this Section ‎4, the Corporation shall in no event be obliged to make any
                                            payments of interest or other amounts payable to the Debentureholder hereunder in excess
                                            of an amount or rate which would be prohibited by law or would result in the receipt by the
                                            Debentureholder of interest at a criminal rate (as such terms are construed under the Criminal
                                            Code (Canada).



 






    5


     


    

 


		5.	Redemption by the Corporation



 


		5.1	Subject to Section ‎6, the
                                            Corporation may, at its option, subject to providing not less than 30 days prior written
                                            notice to the Debentureholder, prepay the entire amount of the Indebtedness at 110% of the
                                            current amount of the Indebtedness (“Redemption”).



 


		6.	Conversion by the Debentureholder



 


		6.1	Subject to the provisions of this Debenture,
                                            including Section 8.3 and any regulatory approval, the Debentureholder shall have the right,
                                            at the option of the Debentureholder during the period beginning on the date of this Debenture,
                                            to the close of business on the Business Day before the Maturity Date, and the Business Day
                                            preceding the date fixed for Redemption (the “Conversion Date”), to elect
                                            to convert a part or all of the Indebtedness then outstanding into Common Shares at the Conversion
                                            Price, subject to adjustment in certain events as described in Section ‎7.



 


		6.2	Fractional Common Shares will not be issued
                                            on any conversion and in lieu thereof the Corporation will round up to the next full Common
                                            Share if the fraction is 0.5 or greater, and will round down and issue no additional Common
                                            Share if the fraction is below 0.5. If the Debentureholder desires to convert the Indebtedness
                                            it shall send to the Corporation prior to the date on which the Indebtedness is to be converted
                                            into Common Shares (the “Exercise Date”) a notice, in the form of Schedule
                                            “A” (the “Conversion Notice”), of the conversion specifying
                                            the Exercise Date and the number of Common Shares to be issued upon conversion. On the Exercise
                                            Date, the Debentureholder shall be entered in the books of the Corporation as the holder
                                            of the number of Common Shares resulting from the conversion and shall be treated for all
                                            purposes (including the right to receive dividends) as the holder of record of such Common
                                            Shares which shall be deemed outstanding as fully paid and non-assessable. The Corporation
                                            must maintain, free from preemptive rights, sufficient authorized but unissued Common Shares
                                            so that the Conversion Notice may be fully exercised without additional authorization of
                                            Common Shares after giving effect to all other options, warrants, convertible securities
                                            and other rights of third parties to purchase shares of Common Shares.



 


		6.3	If the Debentureholder sends a Conversion
                                            Notice, the Debentureholder must thereafter surrender this Debenture to the Corporation in
                                            exchange for Common Share certificates (the “Share Certificates”) of the
                                            Corporation in the name of Debentureholder evidencing the ownership of that number of Common
                                            Shares specified in the Conversion Notice. As soon as practicable after the surrender of
                                            this Debenture by the Debentureholder to the Corporation (but in no event prior to the Exercise
                                            Date), the Corporation shall deliver or arrange for the delivery of the Share Certificates
                                            to the Debentureholder. In the event of the conversion of this Debenture in part, the Corporation
                                            shall, without charge, forthwith execute and deliver to the Debentureholder a new debenture
                                            in a principal amount equal to the unconverted part of this Debenture so surrendered in the
                                            same form as this Debenture, except as to Principal Amount.



 






    6


     


    

 


		6.4	If the Debentureholder fails to surrender
                                            this Debenture within five (5) days from the Exercise Date, the Share Certificates will be
                                            set aside in trust for the Debentureholder and such setting aside shall for all purposes
                                            be deemed to satisfy the Corporation’s obligations to the Debentureholder pursuant
                                            to this Section ‎6 and the Debentureholder shall have no right, except
                                            upon surrender of this Debenture to the Corporation, to receive the Share Certificates.



 


		6.5	If the Corporation fails to deliver the Share
                                            Certificates to the Debentureholder within three (3) Business Days from the Exercise Date,
                                            the Corporation shall pay to the Debentureholder, in cash, an amount equal to 2% of the amount
                                            of Indebtedness being converted pursuant to the Conversion Notice for the applicable Exercise
                                            Date, which amount shall accrue daily until the Share Certificates have been delivered to
                                            the Debentureholder.



 


		7.	Adjustment of Conversion Price



 


		7.1	The Conversion Price in effect at any date
                                            shall be subject to adjustment from time to time as follows:



 


		(a)	If and whenever at any time after the
                                            date hereof and prior to the Expiration Time the Corporation shall:



 


		(i)	issue Common Shares or securities exchangeable
                                            for or convertible into Common Shares to all or substantially all of the Corporation’s
                                            shareholders as a stock dividend or make a distribution on its outstanding Common Shares
                                            (other than as Dividends Paid in the Ordinary Course);



 


		(ii)	subdivide, redivide or change its outstanding
                                            Common Shares into a greater number of shares; or



 


		(iii)	consolidate, reduce or combine its outstanding
                                            Common Shares into a smaller number of shares;



 


(each of the events enumerated in the
clauses (i), (ii) and (iii), above, being hereinafter referred to as a “Common Share Reorganization”), the Conversion
Price shall be adjusted effective immediately after the record date or effective date, as the case may be, which is used to determine
the holders of outstanding Common Shares for the happening of a Common Share Reorganization, by multiplying the Conversion Price in effect
immediately prior to such record date or effective date by a fraction, the numerator of which shall be the number of Common Shares outstanding
on such record date or effective date, as the case may be, before giving effect to such Common Shares Reorganization, and the denominator
of which shall be the number of Common Shares outstanding as of the effective date or record date, as the case may be, after giving effect
to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed,
the number of Common Shares that would have been outstanding had such securities been fully exchanged or exercised for or converted into
Common Shares on such record date or effective date, as the case may be).


 






    7


     


    

 


		(b)	If and whenever at any time after the
                                            date hereof and prior to the Expiration Time, the Corporation shall fix a record date for
                                            the issuance of rights, options or warrants to all or substantially all of the holders of
                                            the outstanding Common Shares with respect to the payment of dividends or the return of capital,
                                            including the Common Shares pursuant to which such shareholders are entitled, directly or
                                            indirectly, during a period expiring not less than 21 days and not more than 90 days after
                                            such record date (the “Rights Period”), to subscribe for or purchase Common
                                            Shares at a price per share to the holder of less than 95% of the Current Market Price on
                                            such record date or to subscribe for or purchase securities (in this paragraph (b) referred
                                            to as “Exchangeable Securities”) exchangeable or exercisable for or convertible
                                            into Common Shares at an effective subscription price per Common Shares (giving effect to
                                            the terms of such subscription or purchase and of such exchange or conversion privilege)
                                            of less than 95% of the Current Market Price on such record date (any of such events being
                                            hereinafter called a “Rights Offering”), then the Conversion Price shall
                                            be adjusted effective immediately after the end of the Rights Period to a price determined
                                            by multiplying the Conversion Price in effect immediately prior to the end of the Rights
                                            Period by a fraction:



 


		(i)	the numerator of which shall be the aggregate
                                            of:



 


		(A)	the number of Common Shares outstanding
                                            as of the record date for the Rights Offering, and



 


		(B)	a number determined by dividing: (I) either
                                            (1) the product of the number of Common Shares issued or subscribed for during the Rights
                                            Period and the price per share at which such Common Shares are acquired; or, as the case
                                            may be, (2) the product of the exchange, exercise or conversion price of the Exchangeable
                                            Securities and the maximum number of Common Shares for or into which such Exchangeable Securities
                                            distributed under the Rights Offering may be exchanged, exercised or converted; by (II) the
                                            Current Market Price as of the record date for the Rights Offering; and



 


		(ii)	the denominator of which shall be the number
                                            of Common Shares outstanding immediately after the end of the Rights Period (after giving
                                            effect to the Rights Offering, including the number of Common Shares actually issued or subscribed
                                            for during the Rights Period upon exercise of the rights, warrants or options distributed
                                            under the Rights Offering and the number of Common Shares that would have been issued had
                                            all Exchangeable Securities been exchanged or exercised for or converted into Common Shares).



 


For the purposes of any computation made
in accordance with this subsection ‎7.1(b), Common Shares owned legally or beneficially by the Corporation or a subsidiary or any
other Affiliate of the Corporation shall be disregarded. To the extent that any adjustment in the Conversion Price occurs pursuant to
this subsection ‎7.1(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options
or warrants referred to in this subsection ‎7.1(b), the Conversion Price shall be readjusted immediately after the expiry of any
relevant exchange, conversion or exercise right to the Conversion Price which would then be in effect based upon the number of Common
Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any
further such right.


 






    8


     


    

 


		(c)	If and whenever at any time after the
                                            date hereof and prior to the Expiration Time the Corporation shall fix a record date for
                                            the issue or the distribution to all or substantially all of the holders of one or more classes
                                            of outstanding Common Shares of: (i) shares of any class other than Common Shares; (ii) rights,
                                            options or warrants to acquire Common Shares or securities exchangeable for or convertible
                                            into Common Shares (excluding those referred to in Section ‎7.1(b)); (iii) evidences
                                            of the Corporation’s indebtedness; or (iv) any property or other assets (including
                                            cash), and if such issuance or distribution does not constitute Dividends Paid in the Ordinary
                                            Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events
                                            being herein called a “Special Distribution”), the Conversion Price shall,
                                            subject to the prior written approval of any stock exchange or over-the-counter market on
                                            which the Common Shares are then listed or quoted for trading, if required, be adjusted effective
                                            immediately after such record date to a price determined by multiplying the Conversion Price
                                            in effect on such record date by a fraction:



 


		(i)	the numerator of which shall be:



 


		(A)	the product obtained when the number of
                                            Common Shares outstanding on such record date is multiplied by the Current Market Price on
                                            such record date; less



 


		(B)	the excess, if any, of (1) the fair market
                                            value, as determined by action by the directors of the Corporation (whose determination shall
                                            be conclusive), which action shall be subject to the prior written approval of any stock
                                            exchange or over-the-counter market on which the Common Shares are then listed or quoted
                                            for trading, if required, to the holders of the Common Shares of the shares, rights, options,
                                            warrants, evidences of indebtedness or property or other assets issued or distributed in
                                            the Special Distribution, over (2) the fair market value of any consideration received therefore
                                            by the Corporation from the holders of the Common Shares, as determined by action by the
                                            directors of the Corporation (whose determination shall be conclusive); and



 


		(ii)	the denominator of which shall be the product
                                            obtained when the number of Common Shares outstanding on such record date is multiplied by
                                            the Current Market Price on such record date.



 


To the extent that such distribution
is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had
not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences
of indebtedness or assets actually distributed.


 


For the purposes of any computation made
in accordance with this subsection ‎7.1(c), Common Shares owned legally or beneficially by the Corporation or a subsidiary or any
other Affiliate of the Corporation shall be disregarded.


 






    9


     


    

 


		(d)	For the purpose of any computation under
                                            this Debenture, the “Current Market Price” in respect of a Common Share at any
                                            date means the volume weighted average price per share for the 10 consecutive trading days
                                            ending not more than three Business Days before such date when the securities are listed
                                            on the facilities of the TSX Venture Exchange, or if the Common Shares are not then listed
                                            on the TSX Venture Exchange, on such other stock exchange on which the Common Shares trade
                                            as may be selected by the directors of the Corporation for such purpose; the volume weighted
                                            average price shall be determined by dividing the aggregate of the sale prices of all such
                                            shares sold on such exchange, during such 10 consecutive trading days by the total number
                                            of such shares so sold; or if:



 


		(i)	the Common Shares are not listed upon a
                                            nationally-recognized stock exchange; or



 


		(ii)	within such 10 consecutive trading days
                                            there have not been at least five days in which at least 100 Common Shares have traded,



 


the Current Market Price in respect of
a Common Share shall be determined by the directors of the Corporation acting reasonably and in good faith;


 


		(e)	In any case in which Section ‎7
                                            shall require that an adjustment become effective immediately after a record date or agreement
                                            date for an event referred to herein, the Corporation may defer, until the occurrence of
                                            such event, issuing or transferring to the Debentureholder who converts on a Conversion Date
                                            after such record date or agreement date and before the occurrence of such event the additional
                                            Common Shares issuable upon such conversion by reason of the adjustment of the Conversion
                                            Price required by such event before giving effect to such adjustment provided, however, that
                                            the Corporation shall deliver to the Debentureholder an appropriate instrument evidencing
                                            the Debentureholder’s right to receive such additional Common Shares upon the occurrence
                                            of the event requiring such adjustment and the right to receive any distributions made on
                                            such additional Common Shares declared in favour of holders of record of such Common Shares
                                            on and after the Conversion Date or such later date as such Debentureholder would, but for
                                            the provisions of this Section ‎7.1(e), have become the holder of record of such
                                            additional Common Shares.



 


		(f)	In case the Corporation after the date
                                            hereof shall take any action affecting its Common Shares, other than any action described
                                            in Section ‎7, which in the opinion of the directors of the Corporation, acting
                                            reasonably, would materially affect the conversion rights of the Debentureholder, the Conversion
                                            Price shall be adjusted in such manner, at such time and by such action by the directors,
                                            as they may determine, acting reasonably, to be equitable to the Debentureholder and the
                                            Corporation in the circumstances, but subject in all cases to any necessary regulatory approval.
                                            The failure to take any such action by the directors so as to provide for an adjustment on
                                            or prior to the effective date or record date of any action by the Corporation affecting
                                            its Common Shares shall be conclusive evidence that the directors of the Corporation has
                                            determined that it is equitable to make no adjustment in the circumstances.



 






    10


     


    

 


		(g)	In the event of any dispute arising with
                                            respect to the adjustments provided in Section ‎7, such question shall be conclusively
                                            determined by a firm of chartered accountants appointed by the Corporation (who may be auditors
                                            of the Corporation) and acceptable to the Debentureholder, acting reasonably, and such accountants
                                            shall have access to all necessary records of the Corporation and such determination shall
                                            be binding upon the Corporation and the Debentureholder.



 


		(h)	If any Common Shares to be issued upon
                                            the conversion of this Debenture hereunder require any filing with, or registration with
                                            or approval of any governmental authority or compliance with any other requirement under
                                            any law before such shares may be validly issued upon such conversion or traded by the person
                                            to whom they are issued pursuant to such conversion, the Corporation will take all action
                                            as may be necessary to secure such filing, registration, approval or compliance, as the case
                                            may be. The Debentureholder acknowledges that the Common Shares may be subject to restrictions
                                            on resale and may bear a legend with respect to such restrictions.



 


		(i)	Notwithstanding the foregoing, nothing
                                            in Section ‎7 shall in any manner compromise or derogate from any rights the Debentureholder
                                            may have to approve any transaction contemplated by Section ‎7, whether in its
                                            capacity as a shareholder (if applicable), as a Debentureholder or otherwise.



 


		(j)	The adjustments to the Conversion Price
                                            and number of Common Shares or other securities or property of the Corporation provided for
                                            herein are cumulative and such adjustments shall be made successively whenever any of the
                                            relevant events referred to herein shall occur. For purposes of the adjustments set forth
                                            above, the following provisions shall apply:



 


		(i)	if the Corporation shall set a record date
                                            to determine holders of outstanding Common Shares entitled to receive any dividend or distribution
                                            or any subscription or purchase rights and shall, thereafter and before the distribution
                                            to such shareholders of any such dividend, distribution or subscription or purchase rights,
                                            legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase
                                            rights, then no adjustment in the Conversion Price shall be required solely by reason of
                                            the setting of such record date;



 


		(ii)	in the absence of a resolution of the directors
                                            fixing a record date for a Common Share Reorganization, Rights Offering or Special Distribution,
                                            the Corporation shall be deemed to have fixed as the record date therefor the date on which
                                            the Common Share Reorganization, Rights Offering or Special Distribution is effected;



 






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		(iii)	as a condition precedent to the taking
                                            of any action which would require any adjustment the Conversion Price or securities to be
                                            received, the Corporation shall take any corporate action which may, in the opinion of counsel,
                                            be necessary in order that the Corporation have unissued and reserved in its authorized capital
                                            and may validly and legally issue as fully paid and non-assessable all shares or other securities
                                            that the Debentureholder is entitled to receive on the total exercise thereof in accordance
                                            with the provisions thereof; and



 


		(iv)	notwithstanding any other provision of
                                            this Section, no adjustment shall be made which would result in any increase in the Conversion
                                            Price (except upon a consolidation, reduction or combination of outstanding Common Shares).



 


		(k)	No adjustment in the Conversion Price
                                            shall be made in respect of any event described in Sections ‎7.1(a), ‎7.1(b)
                                            or ‎7.1(c), other than the events referred to in clauses ‎7.1(a)(ii)
                                            and ‎7.1(a)(iii) of Section ‎7.1(a), if the Debentureholder is, without
                                            converting this Debenture, entitled to participate in such event on the same terms mutatis
                                            mutandis as if the Debentureholder had received Common Shares as a result of having converted
                                            this Debenture prior to or on the effective date or record date of such event; provided that
                                            such participation shall be subject to receipt of all necessary regulatory approvals.



 


		(l)	In determining at any time and from time
                                            to time the number of Common Shares outstanding at any particular time for purposes of this
                                            Section ‎7, there shall be excluded any Common Shares (and Common Shares which
                                            would be outstanding upon conversion of convertible securities) held by or for the account
                                            of the Corporation.



 


		(m)	If in the opinion of the directors of
                                            the Corporation the provisions of Section ‎7 are not strictly applicable, or if
                                            strictly applicable would not fairly protect the rights of the Debentureholder in accordance
                                            with the intent and purposes hereof, the directors of the Corporation shall make any adjustment
                                            in such provisions as the directors of the Corporation deems appropriate, acting reasonably,
                                            for the benefit of the Debentureholder.



 


		7.2	Reclassifications, Reorganizations,
                                            etc. In case of any amalgamation of the Corporation with, or merger of the Corporation
                                            into, any other corporation with the result that the Corporation ceases to exist in its present
                                            capacity, or in case of any sale, transfer or other disposition of all or substantially all
                                            of the assets of the Corporation, the successor corporation or holder of the corporation’s
                                            assets as the case may be shall, and the Corporation shall cause such successor corporation
                                            or holder of the corporation’s assets to, give notice in the manner specified in Section
                                            ‎21 to the Debentureholder. Such notice shall confirm that the Debentureholder
                                            shall have the right to convert the Debenture into the kind and amount of shares and other
                                            securities and property receivable upon such amalgamation, merger or sale by a holder of
                                            the number of Common Shares into which such Debenture might have been converted immediately
                                            prior to such event. Such notice shall confirm adjustments which shall be as nearly equivalent
                                            as may be practicable to the adjustments provided for in this Section. The above provisions
                                            of this Section ‎7.2 shall similarly apply to successive amalgamations,
                                            mergers, sales, transfers or other dispositions.



 






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		7.3	Certificates as to Adjustment
                                            The Corporation shall from time to time forthwith after the occurrence of any event which
                                            requires adjustment or readjustment as provided in Section ‎7, deliver
                                            to the Debentureholder, an officer’s certificate specifying the nature of the event
                                            requiring the adjustment or readjustment and the amount of the adjustment or readjustment
                                            necessitated thereby and setting forth in reasonable detail the method of calculation and
                                            the facts upon which such calculation is based.



 


		7.4	Notice of Special Matters The
                                            Corporation covenants that so long as this Debenture remains outstanding, it will give notice
                                            to the Debentureholder at the address provided for in Section ‎21, of its
                                            intention to fix a record date or agreement date for any event which may give rise to an
                                            adjustment in the Conversion Price and, in each case, such notice shall specify the particulars
                                            of such event and the record date, the agreement date and the effective date for such event,
                                            provided that the Corporation shall only be required to specify in such notice such particulars
                                            of such event as shall have been fixed and determined on the date on which such notice is
                                            given. Such notice shall be given not less than 7 days in each case prior to such applicable
                                            record date. The Corporation shall not during the period of such notice close the transfer
                                            books for Common Shares so as to prevent the conversion of this Debenture or fix a record
                                            date for voting so as to prevent the Common Shares resulting from a conversion of this Debenture
                                            from being voted. Nothing in this Section ‎7.4 shall in any manner derogate
                                            from or compromise the Debentureholder’s rights to receive notice pursuant to any applicable
                                            laws.



 


		8.	Covenants and Events of Default and Representations



 


		8.1	Covenants The Corporation covenants
                                            and agrees, on its own behalf and on behalf of each Subsidiary (where applicable) with the
                                            Debentureholder that, so long as this Debenture is outstanding and in force and except as
                                            otherwise permitted by the prior written consent of the Debentureholder:



 


		(a)	To Pay Principal and Interest:
                                            The Corporation will duly and punctually pay or cause to be paid to the Debentureholder the
                                            principal of, premium (if any) and interest accrued on the Debentures of which it is the
                                            holder on the dates, at the places and in the manner mentioned herein and in the Debentures.



 


		(b)	Notice of Event of Default: The
                                            Corporation shall forthwith notify the Debentureholder of the occurrence of any Event of
                                            Default or any event of which it is aware which with notice or lapse of time or both would
                                            constitute an Event of Default together with full details and any action proposed to be taken.



 


		(c)	Preservation of Existence, etc:
                                            Subject to the express provisions hereof, the Corporation will carry on and conduct its activities,
                                            and cause its Subsidiaries to carry on and conduct their businesses, in a business-like manner
                                            and in accordance with good business practices; and, subject to the express provisions hereof,
                                            it will do or cause to be done all things necessary to preserve and keep in full force and
                                            effect its existence and rights.



 


		(d)	Keeping of Books: The Corporation
                                            will keep or cause to be kept proper books of record and account, in which full and correct
                                            entries shall be made of all financial transactions and the assets and business of the Corporation
                                            and each Subsidiary in accordance with generally accepted accounting principles.



 






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		(e)	Withholding Matters: All payments
                                            made by or on behalf of the Corporation under or with respect to the Debentures (including,
                                            without limitation, any penalties, interest and other liabilities related thereto) will be
                                            made free and clear of and without withholding, or deduction for, or on account of, any present
                                            or future tax, duty, levy, impost, assessment or other governmental charge (including, without
                                            limitation, penalties, interest and other liabilities related hereto) imposed or levied by
                                            or on behalf of the Government of Canada or the United States or elsewhere, or of any province
                                            or territory thereof or by any authority or agency therein or thereof having power to tax
                                            (“Withholding Taxes”), unless the Corporation is required by law or the
                                            interpretation or administration thereof, to withhold or deduct any amounts for, or on account
                                            of Withholding Taxes. If the Corporation is so required to withhold or deduct any amount
                                            for, or on account of, Withholding Taxes from any payment made under or with respect to the
                                            Debentures, the Corporation shall deduct and withhold such Withholding Taxes from any payment
                                            to be made or with respect to the Debentures and, provided that the Corporation forthwith
                                            remits such amount to the relevant governmental authority or agency, the amount of any such
                                            deduction or withholding will be considered an amount paid in satisfaction of the Corporation’s
                                            obligations under the Debentures. There is no obligation on the Corporation to gross-up or
                                            pay additional amounts to a holder of Debentures in respect of such deductions or withholdings.
                                            For greater certainty, if any amount is required to be deducted or withheld in respect of
                                            Withholding Taxes upon a conversion of a Debenture, the Corporation shall be entitled to
                                            liquidate such number of Common Shares (or other securities) issuable as a result of such
                                            conversion as shall be necessary in order to satisfy such requirement. The Corporation shall
                                            provide the Debentureholder with copies of receipts or other communications relating to the
                                            remittance of such withheld amount or the filing of any forms received from such government
                                            authority or agency promptly after receipt thereof.



 


		(f)	No Material Change of Business:
                                            The Corporation will notify the Debentureholder in the event of any Material Adverse Change.
                                            The Corporation will notify the Debentureholder in the event it receives notice of any regulatory,
                                            governmental or criminal citation, notice of violation, investigation or proceeding that
                                            may have a material impact on the Corporation’s license, business activities or operations.
                                            The Corporation will notify the Debentureholder in the event it receives notice of any non-compliance
                                            citations or notices of violations, of which the Corporation is aware, that may have a material
                                            impact on the investee’s, supplier’s or customers’ license, business activities
                                            or operations.



 


		(g)	Ranking and Additional Debt: The
                                            Debenture shall rank senior to all existing debt of the Corporation. Except for debt incurred
                                            in the ordinary course of business, the Corporation will not incur any additional debt nor
                                            issue any debt securities, except that the Corporation shall be permitted to issue debt securities
                                            provided that such debt securities rank subordinate to the Debenture.



 






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		(h)	Restrictions on Operations: Without
                                            the consent of a majority of the Debentureholders, the Corporation will not (i) sell, divest
                                            or change the structure of any material assets of the Corporation, (ii) enter into any variable
                                            rate transactions, or (iii) accept merchant cash advances or similar financing instruments.



 


		8.2	Events of Default Unless waived
                                            in writing by the Debentureholder, any one or more of the following events shall constitute
                                            an Event of Default hereunder:



 


		(a)	failure for 10 days to pay interest on
                                            the Debentures when due;



 


		(b)	failure to pay principal or premium (whether
                                            by way of payment of cash or delivery of Common Shares), if any, when due on the Debentures
                                            whether at maturity, upon redemption, by declaration or otherwise;



 


		(c)	default in the delivery, when due, of
                                            any Common Shares or other consideration, payable on conversion with respect to the Debentures,
                                            which default continues for 3 days;



 


		(d)	default in the observance or performance
                                            of any covenant or condition of the Debenture by the Corporation and the failure to cure
                                            (or obtain a waiver for) such default for a period of 10 days;



 


		(e)	if a decree or order of a Court having
                                            jurisdiction is entered adjudging the Corporation a bankrupt or insolvent under the Bankruptcy
                                            and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or
                                            issuing sequestration or process of execution against, or against any substantial part of,
                                            the property of the Corporation, or appointing a receiver of, or of any substantial part
                                            of, the property of the Corporation or ordering the winding-up or liquidation of its affairs,
                                            and any such decree or order continues unstayed and in effect for a period of 60 days;



 


		(f)	if the Corporation institutes proceedings
                                            to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or
                                            insolvency proceedings against it under the Bankruptcy and Insolvency Act (Canada)
                                            or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such
                                            petition or to the appointment of a receiver of, or of any substantial part of, the property
                                            of the Corporation, or any Subsidiary or makes a general assignment for the benefit of creditors,
                                            or admits in writing its inability to pay its debts generally as they become due;



 


		(g)	if, after the date of this Debenture,
                                            the Corporation fails to provide the Debentureholder with a Participation Right (as defined
                                            herein);



 


		(h)	if, after the date of this Debenture,
                                            any proceedings with respect to the Corporation are taken with respect to a compromise or
                                            arrangement, with respect to creditors of the Corporation generally, under the applicable
                                            legislation of any jurisdiction;



 


		(i)	the Corporation restates any financial
                                            statements for any date or period from two years prior to the date of this Debenture and
                                            until this Debenture is no longer outstanding, if the result of such restatement would, by
                                            comparison to the unrestated financial statement, have constituted a material adverse effect
                                            on the rights of the Debentureholder with respect to this Debenture.








 






    15


     


    

 


		(j)	any court of competent jurisdiction issues
                                            an order declaring this Debenture, any of the other related documents or any provision hereunder
                                            or thereunder to be illegal, as long as such declaration was not the result of an act of
                                            negligence by the Debentureholder, exclusive of the execution of the Debenture and related
                                            documents or the transactions and acts contemplated herein.



 


		(k)	any cessation of operations by the Corporation
                                            or the Corporation admits it is otherwise generally unable to pay its debts as such debts
                                            become due, provided, however, that any disclosure of the Corporation’s ability to
                                            continue as a “going concern” shall not be an admission that the Corporation
                                            cannot pay its debts as they become due.



 


		(l)	notwithstanding anything to the contrary
                                            contained in this Debenture or the other related or companion documents, a breach or default
                                            by the Corporation of any covenant or other term or condition contained in any of the other
                                            financial instrument, including but not limited to all promissory notes, currently issued,
                                            or hereafter issued, by the Corporation, to the Debentureholder or any other third party
                                            (the “Other Agreements”), after the passage of all applicable notice and
                                            cure or grace periods, that results in a Material Adverse Change shall, at the option of
                                            the Debentureholder, be considered a default under this Debenture, in which event the Debentureholder
                                            shall be entitled to apply all rights and remedies of the Debentureholder under the terms
                                            of this Debenture by reason of a default under said Other Agreement or hereunder.



 


		(m)	if at any time on or after the date on
                                            which the Common Shares are listed or quoted on the Toronto Stock Exchange, TSX Venture Exchange,
                                            CSE, OTC Pink or an equivalent U.S. replacement exchange, the Nasdaq Global Market, the Nasdaq
                                            Capital Market, the New York Stock Exchange, the NYSE MKT, or any other recognized securities
                                            exchange (a “Securities Exchange”):



 


		(1)	the Corporation shall fail to maintain the
                                            listing or quotation of the Common Shares, or if its shares have been suspended from trading
                                            on a Securities Exchange;



 


		(2)	the Corporation shall fail to comply with
                                            the annual and periodic reporting requirements of the Securities Exchange upon which the
                                            Common Shares are listed or quoted;



 


		(3)	the Corporation shall fail to comply with
                                            the disclosure laws for publicly traded companies in its relevant jurisdiction;



 


		(4)	once the Common Shares have been accepted
                                            by the DTC, the DTC places a “chill” (i.e. a restriction placed by DTC on one
                                            or more of DTC’s services, such as limiting a DTC participant’s ability to make
                                            a deposit or withdrawal of the security at DTC) on any of the Corporation’s securities;



 


		(5)	once the Common have been made eligible
                                            for trading through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal
                                            at Custodian programs, the Corporation loses such eligibility;



 






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		(6)	the Corporation shall lose the “bid”
                                            price for its Common Shares ($0.0001 on the “Ask” with zero market makers on
                                            the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or any
                                            other Securities Exchange);



 


		(7)	any attempt by the Corporation or its officers,
                                            directors, and/or Affiliates to transmit, convey, disclose, or any actual transmittal, conveyance,
                                            or disclosure by the Corporation or its officers, directors, and/or Affiliates of, material
                                            non-public information concerning the Corporation, to the Debentureholder or its successors
                                            and assigns, which is not immediately cured by Corporation’s filing of a Form 8-K pursuant
                                            to Regulation FD (or the equivalent in a relevant jurisdiction) on that same date.



 


		8.3	Acceleration Upon the occurrence
                                            of any one or more of the Events of Default, the Indebtedness outstanding at that time shall
                                            be accelerated, and shall become immediately due and payable at the option of the Debentureholder.
                                            Alternatively, upon the occurrence of any one or more of the Events of Default, the Debentureholder
                                            may, by giving written notice thereof to the Corporation, elect to convert, in whole or in
                                            part, the Indebtedness then outstanding in accordance with the terms hereof.



 


		8.4	Remedies Cumulative The rights
                                            and remedies of the Debentureholder hereunder are cumulative and in addition to and not in
                                            substitution for any rights or remedies provided by law.



 


		8.5	Non-Merger The taking of a judgment
                                            or judgments or any other action or dealing whatsoever by the Debentureholder in respect
                                            of any security given by the Corporation (if any) to the Debentureholder shall not operate
                                            as a merger of any indebtedness or liability of the Corporation to the Debentureholder or
                                            in any way suspend payment or affect or prejudice the rights, remedies and powers, legal
                                            or equitable, which the Debentureholder may have in connection with such liabilities and
                                            the surrender, cancellation or any other dealings with any security for such liabilities
                                            shall not release or affect the liability of the Corporation hereunder or any security held
                                            by the Debentureholder. All Obligations shall survive the Maturity Date until all Obligations
                                            of the Corporation hereunder have been satisfied and discharged in accordance with this Debenture.



 


		8.6	Security Upon the occurrence
                                            of any one or more of the Events of Default, the Corporation must enter into a security agreement
                                            with the Debentureholder, in a form acceptable to the Debentureholder, acting reasonably,
                                            and permit the Debentureholder to secure any outstanding Indebtedness with a registration
                                            under the Personal Property Security Act (Manitoba) against the Corporation.



 


		9.	Person Entitled to Payment



 


The Debentureholder
shall be entitled to payment of all amounts due hereunder free from all equities or rights of set-off or counterclaim between the Corporation
and the original or any intermediate Debentureholder hereof and all persons may act accordingly and a transferee of this Debenture shall
become the Debentureholder of this Debenture free from all equities or rights of set-off or counterclaim between the Corporation and
the transferor or any previous Debentureholder hereof, save in respect of equities of which the Corporation is required to take notice
by statute or by order of a court of competent jurisdiction.


 






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		10.	Supplement to Debenture



 


		10.1	From time to time the Corporation, either
                                            at its own discretion or when so directed by the Debentureholder, shall execute, acknowledge
                                            and deliver by its proper officers, deeds or instruments supplemental hereto, which thereafter
                                            shall form part hereof, for any one or more of the following purposes:



 


		(a)	making such provisions not inconsistent
                                            with this Debenture as may be necessary or desirable with respect to matters or questions
                                            arising hereunder, including the making of any modifications in the form of the Debenture
                                            which do not affect the substance thereof and which provisions and modifications will not,
                                            in the opinion of the Debentureholder’s solicitor, be prejudicial to the interests
                                            of the Debentureholder;



 


		(b)	evidencing the succession or the successive
                                            successions of other corporations to the Corporation and the covenants of and obligations
                                            assumed by any such successor in accordance with the provisions of this Debenture; and



 


		(c)	for any other purpose not inconsistent
                                            with the terms of this Debenture.



 


		10.2	The Corporation may correct any typographical
                                            or other manifest errors in this Debenture, provided that in the opinion of the Debentureholder’s
                                            solicitor such corrections will not prejudice the rights of the Debentureholder hereunder
                                            and may execute all such documents as may be necessary to correct such errors.



 


		11.	Mutilation, Loss, Theft or Destruction



 


In case this Debenture
shall become mutilated or be lost, stolen or destroyed, the Corporation shall execute and deliver a new Debenture having the same date
of issue upon surrender and cancellation of the mutilated Debenture, or in case this Debenture is lost, stolen or destroyed, in lieu
of and in substitution for the same. In case of loss, theft or destruction the person applying for a substituted Debenture shall furnish
to the Corporation such evidence of such loss, theft or destruction as shall be satisfactory to the Corporation, shall furnish an indemnity
satisfactory to the Corporation (but in any event in an amount not exceeding the principal amount outstanding) and shall pay all reasonable
expenses incidental to the issuance of any substituted Debenture.


 


		12.	Debentureholder Not a Shareholder



 


This Debenture shall,
in itself, not confer or be construed as conferring upon the Debentureholder any right or interest whatsoever as a shareholder of the
Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend meetings of shareholders or any
other proceedings of the Corporation, or the right to receive dividends and other distributions.


 






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		13.	Transfer of Debentures



 


		13.1	The Corporation shall maintain a register
                                            on which are recorded the names and addresses of each holder hereof. Subject to compliance
                                            with the terms of this Debenture and with applicable laws and regulations, a transfer shall
                                            be recorded by the Corporation in the register of holders hereof maintained by the Corporation,
                                            upon surrender of this Debenture with the Transfer Form in the form attached hereto as Schedule
                                            “B” duly completed by the Debentureholder or by its duly authorized attorney
                                            or representative, or accompanied by proper evidence of succession, assignment or other authority
                                            to transfer on behalf of the Debentureholder. Upon each transfer the Corporation shall cancel
                                            this Debenture and execute and deliver such replacement debenture as is required, in the
                                            form hereof.



 


		13.2	Restrictions on Transfers: The Corporation
                                            shall not register any transfers of the Debenture or issue or transfer any Common Shares
                                            issuable on conversion of the Debenture:



 


		(a)	to a United States person, any person
                                            in the United States or any person for the account or benefit of a United States person or
                                            a person in the United States except pursuant to Rule 144 under the United States Securities
                                            Act of 1993, as amended (the “U.S. Securities Act”), if available;



 


		(b)	in connection with any transfers or conversions
                                            which are otherwise not in compliance with (i) the U.S. Securities Act and the regulations
                                            thereunder if applicable, (ii) the Securities Act (Ontario) and the rules and regulations
                                            thereunder, (iii) applicable securities laws and regulations of other relevant jurisdictions,
                                            or (iv) the policies of the TSX Venture Exchange or such other Securities Exchange on which
                                            the Corporation’s securities may then be traded; and



 


		(c)	prior to the expiry of the applicable
                                            hold period, unless the Corporation and its legal counsel are satisfied, acting reasonably,
                                            that it is permitted under applicable Securities Laws and under the policies of the TSX Venture
                                            Exchange or such other Securities Exchange on which the Corporation’s securities may then
                                            be traded.



 


Notwithstanding anything
to the contrary contained herein but subject to the terms of this Section 13, no assignment or transfer of any right or interest in this
Debenture shall be permitted except in compliance with applicable Securities Laws and the transferee, assignee or Debentureholder as
the case may be, furnishes to the Corporation such evidence as the Corporation may reasonably require in order to satisfy itself with
respect to the foregoing. No prior written consent of the Corporation is required to permit the assignment or transfer of any right or
interest in this Debenture by a Debentureholder to any Affiliate of the Debentureholder or to any investment fund managed by the Debentureholder’s
manager or its Affiliate provided the other conditions to such assignment or transfer as provided in this Section 13 are satisfied. Any
purported assignment or transfer of any right or interest in this Debenture by a Debentureholder that is not in compliance with this
Section 13 shall be null and void.


 






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The appropriate legends,
as follows, will be placed on the certificates representing the Common Shares issued on conversion of the Debenture denoting the restrictions
on transfer imposed by applicable Securities Laws and the policies of the TSX Venture Exchange or such other Securities Exchange on which
the Corporation’s securities may then be traded, including but not limited to the following legends:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND
A DAY AFTER THE LATER OF (I) FEBRUARY 8, 2021 AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. ”



 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY
OR INDIRECTLY, ONLY (A) TO SNOW LAKE RESOURCES LTD. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE
WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER IF AVAILABLE
OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D)
ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN
EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


 


		14.	Certain Requirements re: Successor Corporations



 


The Corporation shall
not, directly or indirectly, sell, lease, transfer or otherwise dispose of all or substantially all of its property and assets as an
entirety to any other entity, and shall not consolidate, amalgamate, reorganize or merge with or into any other corporation (any such
other entity or corporation being herein referred to as a “successor corporation”) unless:


 


		(a)	the Corporation has received express written
                                            consent for such transaction from the Debentureholder;



 






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		(b)	the successor corporation shall execute,
                                            prior to or contemporaneously with the consummation of any such transaction, such instruments
                                            as are reasonably necessary to evidence the assumption by the successor corporation of the
                                            due and punctual payment of the outstanding amount of this Debenture or the reservation and
                                            allotment for issuance of a sufficient number of shares to satisfy the conversion privilege
                                            and interest payment obligations hereunder and to observe and perform all the covenants and
                                            obligations of the Corporation under this Debenture and the Subscription Agreement;



 


		(c)	such transaction shall be upon such terms
                                            as to preserve and not to impair any of the rights or powers of the Debentureholder hereunder,
                                            under the Subscription Agreement or any security pertaining hereto or thereto; and



 


		(d)	immediately after giving effect to such
                                            transaction, no condition or event shall exist which constitutes an Event of Default, or
                                            may constitute an Event of Default after notice or lapse of time or both.



 


		15.	Participation Rights



 


		15.1	The Corporation agrees that, for eighteen
                                            (18) months from the date of this Debenture, the Debentureholder (directly or through an
                                            Affiliate) shall have the right (the “Participation Right”), to subscribe
                                            for and to be issued as part of a Sale (as defined herein) at the subscription price per
                                            Offered Security pursuant to the Sale and otherwise on substantially the terms and conditions
                                            of the Sale, up to an amount of the Offered Securities equal to the Principal Amount (provided
                                            that, if the Debentureholder is prohibited by Securities Laws or other applicable law from
                                            participating on substantially the terms and conditions of the Sale, the Corporation shall
                                            use commercially reasonable efforts to enable the Debentureholder to participate on terms
                                            and conditions that are as substantially similar as circumstances permit).



 


		15.2	While the Debenture or any Indebtedness due
                                            thereunder remain outstanding and unpaid, if the Corporation proposes to issue (the “Issuance”)
                                            any Offered Securities for cash consideration pursuant to a public offering or a private
                                            placement (a “Sale”) at any time after the date hereof, the Corporation
                                            will, as soon as possible after the public announcement of the Issuance, but in any event
                                            not later than three (3) Business Days following such public announcement, and at least five
                                            (5) Business Days prior to the expected completion date of the Issuance, give written notice
                                            of the Issuance (the “Offering Notice”) to the Debentureholder including,
                                            to the extent known by the Corporation, full particulars of the Sale, including the number
                                            of Offered Securities, the rights, privileges, restrictions, terms and conditions of the
                                            Offered Securities, the price per Offered Security to be issued under the Sale, the expected
                                            use of proceeds of the Sale and the expected closing date of the Sale .



 


		15.3	If the Debentureholder wishes to exercise
                                            the Participation Right, the Debentureholder shall give written notice to the Corporation
                                            (the “Exercise Notice”) of its intention to exercise such right and of
                                            the number of Offered Securities the Debentureholder wishes to purchase, and shall subscribe
                                            to the Sale within seven (7) Business Days after the date of receipt of an Offering Notice,
                                            or in the case of a public offering that is a “bought deal”, within two (2) Business
                                            Days of receipt of an Offering Notice (the “Notice Period”), failing which
                                            the Debentureholder will not be entitled to exercise the Participation Right in respect of
                                            such Sale or Issuance.



 






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		15.4	If the Corporation receives an Exercise Notice
                                            from the Debentureholder within the Notice Period, then the Corporation shall:



 


(i) subject to the
receipt and continued effectiveness of all required approvals (including any applicable approval(s) of a securities exchange and any
required approvals under Securities Laws and any required shareholder approval), which approvals the Corporation shall use all commercially
reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval
(if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the
Board to vote their Common Shares and any shares of the Corporation entitled to vote in the matter and all votes received by proxy in
favour of the issuance of the Offered Securities to the Debentureholder); and


 


(ii) subject to the
issuance to the Debentureholder or its Affiliate of Common Shares or other Offered Securities being exempt from prospectus and registration
requirements under Securities Laws and subject to the completion of the relevant Offering, issue to the Debentureholder or its Affiliate,
against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable,
set forth in the Exercise Notice.


 


The parties agree
that the issuance of any Common Shares or other Offered Securities to the Debentureholder pursuant to this Section shall occur concurrently
with the completion of the relevant Sale. If the Corporation is required to seek shareholder approval for the issuance of the Offered
Securities to the Debentureholder or its Affiliate, then the Corporation shall call and hold a meeting of its shareholders to consider
the issuance of the Offered Securities to the Debentureholder or its Affiliate as soon as reasonably practicable, and in any event such
meeting shall be held within seventy-five (75) days after the date that the Corporation is advised that it will require shareholder approval,
and shall recommend approval of the issuance of the Offered Securities and shall solicit proxies in support thereof.


 


		16.	Adjustment for More Favourable Terms
                                            Contained in Future Financings



 


		(n)	If, after the date of this Debenture, the
                                            Corporation or any of its Subsidiaries issues a convertible security or equity-linked security
                                            (whether such debt begins with a convertible feature or such feature is added at a later
                                            date) with any term more favorable to the holder of such security or with a term in favor
                                            of the holder of such security that was not similarly provided to the Debentureholder in
                                            this Debenture, including the issuance of warrants or extent of warrant coverage even if
                                            merely based on a reduction of the conversion price or original issuance discount, or more
                                            favorable terms than the Warrants, then the Company shall notify the Debentureholder of such
                                            additional or more favorable term and such term, at the Debentureholder’s option, shall
                                            become a part of this Debenture and its supporting documentation (types of terms contained
                                            in the other security that may be more favorable to the holder of such security include,
                                            but are not limited to, terms addressing conversion discounts, conversion look back periods,
                                            interest rates, original issue discount percentages and warrant coverage).



 






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		17.	Asset Sale or Financing



 


If, after the date
of this Debenture, the Corporation completes an Asset Sale or a Qualified Financing, the Corporation must use the gross proceeds of the
Asset Sale or Qualified Financing, as applicable, to prepay the Indebtedness.


 


		18.	Vesting of Powers in Successors



 


Whenever the conditions
of Section 14 have been fully observed and performed, the successor corporation shall possess and from time to time may exercise each
and every right and power of the Corporation under this Debenture in the name of the Corporation or otherwise and any act or proceeding
by any provision of this Debenture required to be done or performed by the Corporation or its officers may be done and performed with
like force and effect by the successor corporation or its officers.


 


		19.	Waiver



 


No waiver on the
part of the Debentureholder in exercising any right or privilege hereunder and no waiver as to any Event of Default hereunder shall operate
as a waiver thereof unless made in writing and signed by the Debentureholder.  No written waiver shall preclude the further or other
exercise by the Debentureholder of any right, power or privilege hereunder, or extend to or apply to any further Event of Default.


 


		20.	Further Assurances



 


The Corporation shall
from time to time forthwith on the Debentureholder’s request do, make and execute all such further assignments, documents, acts,
matters and things as may be required by the Debentureholder with respect to give effect to the matters contemplated in the Credit Documents
or any part thereof, including all matters contemplated in this Debenture.


 


		21.	Notices



 


Any notice or communication
to be given hereunder may be effectively given by delivering the same at the addresses hereinafter set forth or by sending the same by
email or prepaid registered mail to the parties at such addresses. Any notice so mailed shall be deemed to have been received on the
fifth Business Day next following the mailing thereof provided the postal service is in operation during such time. Any email notice
shall be deemed to have been received on the Business Day next following the date of transmission. The mailing and email addresses of
the parties for the purposes hereof shall respectively be:


 


if to the Debentureholder:               To
the address set out on the first page of this Debenture, with a copy to:


 


Garfinkle Biderman
LLP


1 Adelaide Street
East, Suite 801


Toronto, Ontario
M5C 1J4


 


Attention:     Shimmy
Posen


Email:             sposen@garfinkle.com


 






    23


     


    

 


if to the Corporation:                     Snow
Lake Resources Ltd.


201 Portage Avenue,
Suite 2200


Winnipeg, Manitoba
R3B 3L3


 


Attention:     [●]


Email:        
 [●]


 


Either party may
from time to time notify the other party hereto, in accordance with the provisions hereof, of any change of address which thereafter,
until changed by like notice, shall be the address of such party for all purposes of this Agreement.


 


		22.	Successors and Assigns



 


This Debenture shall
be binding upon and shall enure to the benefit of the Corporation and the Debentureholder and their respective successors and assigns,
provided that neither party shall assign any of its rights or obligations hereunder without the prior written consent of the other party,
which consent shall not be unreasonably withheld.


 


		23.	Governing Law and Submission to Jurisdiction



 


This Debenture and
all other documents delivered to the Debentureholder hereunder shall be construed and interpreted in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein. Each of the Corporation and the Debentureholder hereby agrees
that any legal suit, action or proceeding arising out of or relating to this Debenture and all such other documents may be instituted
in the courts of the Province of Ontario only and the parties accept and irrevocably submit to the jurisdiction of the said courts, and
acknowledge their competence and agree to be bound  by any judgment thereof.


 


		24.	No Broker-Dealer Acknowledgement



 


Absent a final adjudication
from a court of competent jurisdiction stating otherwise, so long as any obligation of Corporation under this Debenture or the other
related documents is outstanding, the Corporation shall not state, claim, allege, or in any way assert to any person, institution, or
entity, that Debentureholder is currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.


 


		25.	Opportunity to Consult with Counsel.
                                            



 


The Corporation represents
and acknowledges that it has been provided with the opportunity to discuss and review the terms of this Debenture and the other related
documents with its counsel before signing it and that it is freely and voluntarily signing such documents in exchange for the benefits
provided herein. In light of this, the Corporation will not contest the validity of such documents and the transactions contemplated
therein. The Corporation further represents and acknowledges that it has been provided a reasonable period of time within which to review
the terms of such documents.


 


[remainder of page
intentionally left blank]


 



    24


     


    

 


DATED as of the ____
day of November, 2020.


 


	 	SNOW LAKE RESOURCES LTD.
	 	 
	 	Per:	             
	 	 	[●]




 


Signature
Page Debenture


 




     


     


    

 


SCHEDULE “A”

CONVERSION NOTICE


 


TO: SNOW LAKE RESOURCES LTD.


 


Reference is made to the Unsecured Convertible
Debenture of Snow Lake Resources Ltd. dated November [●], 2020. Any term not otherwise defined in this Notice shall have
the meaning ascribed to it in the Debenture.


 


The undersigned Debentureholder of the Debenture
hereby gives notice that it elects to convert certain Indebtedness for the undernoted number of Common Shares in accordance with the
terms of the Debenture and as follows.


 


	Amount of Indebtedness Being Converted:	$_____________________
	 	 
	Common Shares to be Issued:	______________________
	 	 
	Effective Date:	______________________




 


The undersigned hereby directs that the shares
are to be issued and delivered as follows:


 


	Registration Instructions:		Delivery Instructions:
	 	 	 
	 	 	 




 


Any unpaid interest shall be paid by cash.


 


By checking the applicable box below, the undersigned represents,
warrants and certifies as follows (only one of the following must be checked):


 


	A. ☐	at the time of execution of this Conversion Notice, it (and any person named hereunder to which common
    shares are to be issued) (i) is not a U.S. person or a person within the United States and is not converting the Debentures on behalf
    of a U.S. person or a person within the United States; and (ii) did not execute or deliver this Conversion Notice in the United States;
	 	 
	 	(For purposes hereof, “United States” and “U.S. person” shall have the meanings
    given to such terms in Regulation S under the United States Securities Act of 1933 (the “U.S. Securities Act”));




 


or


 


	B. ☐	it is furnishing herewith a written opinion of counsel of recognized standing or other evidence (which
    must be satisfactory to the Company) to the effect that the common shares issuable upon conversion of the Debentures have been registered
    under the United States Securities Act of 1933, as amended, and applicable state securities laws or are exempt from registration
    requirements thereunder.




 


Note: The undersigned understands that
unless Box A above is checked, the certificate representing the common shares will bear a legend restricting transfer without registration
under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available.


 






     


     


    

 


Note: Certificates representing common
shares will not be registered or delivered to an address in the United States unless Box B above is checked. If Box B is checked, any
opinion or other evidence tendered must be in form and substance reasonably satisfactory to the Corporation. Holders planning to deliver
an opinion of counsel or other evidence in connection with the conversion of Debentures should contact the Corporation in advance to
determine whether any opinions or other evidence to be tendered will be acceptable to the Corporation.


 


Dated this ______day ______________, 20______.


 


	 	[DEBENTUREHOLDER]
	 	 
	 	Per:	 
	 	 	Name:
	 	 	Title:
	 	 	(authorized signing officer)




 





 



 


Instructions for Conversion


 


This conversion notice is to be signed by the
Debentureholder.


 


The Debenture must be surrendered at the office
of the Corporation, located at 201 Portage Avenue, Suite 2200, Winnipeg, Manitoba R3B 3L3


 


Fractional Common Shares will not be issued on
any conversion and in lieu thereof the Corporation will round up to the next full Common Share if the fraction is 0.5 or greater, and
will round down and issue no additional Common Share if the fraction is below 0.5.


 


Upon surrender of the Debenture, the Corporation
will issue to the Debentureholder the number of shares converted and shall deliver a certificate(s) or other evidence of such shares.
The Corporation shall also deliver a new debenture in the event of a partial conversion.


 


If Common Shares are to be issued in the name
of a person other than the Debentureholder, all requisite transfer taxes must be tendered by the Debentureholder.


 





    
    2


     


    


 


SCHEDULE “B”

TRANSFER FORM


 


		TO:	SNOW LAKE RESOURCES LTD.



 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:


 


	 
	Name
	 
	   
	Address
	 
	 
	Social Insurance Number, Social Security Number, or Tax Identification Number
	 



 


$_________________________ of the principal
amount of Debenture registered in the name of the undersigned represented by the within certificate (which amount must be $1,000 or an
integral multiple thereof) and do hereby irrevocably constitute and appoint the Corporate Secretary of the Corporation attorney to transfer
the said Debenture on the books of the Corporation with full power of substitution in the premises.


 


DATED this _______ day of ___________.


 


	 	 
	 	Signature of Debentureholder
	 	 
	 	   
	 	Name of Debentureholder (Please Print)
	 	 
	 	   
	 	Authorized Signature Name and Title



 


TRANSFEREE ACKNOWLEDGMENT


 


In connection with this transfer (check one):


 


 ̈
The undersigned transferee hereby certifies that (i) it was not offered the Debentures while in the United States and did not execute
this certificate while within the United States; (ii) it is not acquiring any of the Debenturess represented by this Debenture Certificate
by or on behalf of any person within the United States; and (iii) it has in all other respects complied with the terms of Regulation
S of United States Securities Act of 1933, as amended (the “1933 Act”), or any successor rule or regulation of the United
States Securities and Exchange Commission as presently in effect.


 



    3


     


    

 


 ̈
The undersigned transferee is delivering a written opinion of U.S. Counsel acceptable to the Company to the effect that this transfer
of Debentures has been registered under the 1933 Act or is exempt from registration thereunder.


 


	 	 	 
	(Signature of Transferee)	 	 
	 	 	 
	Date	 	Name of Transferee (please print)




 


The Debenturess and the common shares issuable
upon conversion of the Debentures shall only be transferable in accordance with applicable laws. The Debentures may only be exercised
in the manner required by the certificate representing the Debentures and the Conversion Notice attached thereto. Any common shares acquired
pursuant to the Debentures shall be subject to applicable hold periods and any certificate representing such common shares will bear
restrictive legends.


 


 


4