Exhibit 10.26


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (“Agreement”) is made as of the 8th day of April, 2022 (the “Effective Date”)
by and between Western Magnesium Canada Corporation (“Company”), and Edward Lee (“Executive”) (individually,
a “party” and together, the “parties”).


 


WHEREAS,
the Company is in the business of magnesium production through the use of a proprietary technology utilizing a continuous silicothermic
process (“Business”);


 


WHEREAS,
Executive currently serves Company as its Executive Chairman pursuant to the Executive employment Agreement dated May 3, 2019 (“Prior
Agreement”).


 


WHEREAS,
the Company wishes to continue to employ Executive in the position of Executive Chairman, and Executive wishes to continue to be employed
by the Company as its Executive Chairman, on the terms and conditions set forth in this Agreement;


 


WHEREAS,
the Company will pay One Hundred U.S. Dollars ($100) to Executive in consideration for the execution of this Agreement, which Executive
acknowledges constitutes good and valuable consideration;


 


NOW
THEREFORE, in consideration of the promises and mutual covenants herein, and for other good and valuable consideration given by each
party to the other, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties agree as follows:


 


1.
EMPLOYMENT – TITLE, DUTUES, SUPERVISION AND LOCATION


 


1.1 Executive
will be employed by the Company to render services to the Company in the position of Executive Chairman. In that capacity, Executive
shall perform such duties and responsibilities as set out in Schedule “A” to this Agreement, and as are customarily
rendered by an Executive Chairman in comparable companies and as required by the Certificate of Incorporation, corporate bylaws, and
other governing corporate documents and corporate policies, which may be supplemented from time to time by the Board of
Directors.


 


1.2 Executive
shall also use his/her best efforts to perform such other duties and responsibilities and to comply with such instructions that are
reasonably assigned or communicated to him/her by the Company from time to time.


 


1.3 The
Executive shall report to the Company’s Board of Directors.


 


1.4
The Executive’s principal work location shall be Vancouver, British Columbia.


 


1.5
Executive shall devote all of his/her time and attention during normal business hours to the business of the Company and shall not,
without the prior written consent of the Board of Directors (the “Board”), engage in any other business, profession or
occupation, whether as an employee, contractor, officer director, agent or representative.


 






    	 



     


    

 


1.6
Nothing stated herein shall prevent Executive from performing a reasonable amount of charitable or volunteer community service work,
provided such work does not interfere with the performance of his obligations herein.


 








2.
TERM OF EMPLOYMENT


 


Executive’s
employment with the Company will continue for an indefinite term, at-will, subject to termination as provided for in this Agreement.


 


3.
COMPENSATION AND BENEFITS


 


3.1
Base Salary.


 


(a)
The Company will pay to Executive an annual base salary of USD $420,000 (“Base Salary”) which will be payable in
accordance with the Company’s established payroll policies as amended from time to time, and subject to all required and
authorized deductions and withholdings.


 


(b)
Executive acknowledges and agrees the compensation set out in this Agreement is compensation for all hours worked by the Executive,
and that, due to the managerial nature of Executive’s duties and Business of the Company, Executive may be required to perform
his duties under this Agreement according to an irregular and/or fluctuating schedule as required by the Company, which may include
hours outside of normal business hours.


 


3.2
Discretionary Bonus.


 


(a)
Executive shall have the opportunity to earn an annual discretionary bonus upon meeting or exceeding the Company’s achievement
of annual financial and operating targets and the Executive’s performance targets (“Bonus”). The amount of the
Bonus, if any, and specific targets for the Bonus will be determined by the Company in its sole and absolute discretion. The Bonus,
if payable, shall be paid within 75 days after the end of the fiscal year to which the Bonus relates.


 


(b)
Executive acknowledges and agrees that receipt of the Bonus in one year does not entitle the Executive to a receipt of the Bonus in
any subsequent year. The Executive acknowledges and agrees that payment of the Bonus is contingent on the Executive being actively
employed by the Company at the end of the fiscal year to which the Bonus relates. For greater certainty, payment of any severance or
any period of notice of termination or pay in lieu that is given or ought to have been given under this Agreement or any applicable
law, including the common law, in respect of termination of employment, will not be considered as extending the period of the
Executive’s employment with respect to his eligibility to receive the Bonus, except to the minimum extent, if any, required
under applicable law.


 


3.3
Stock Options.


 


(a)
At the Company’s sole discretion, the Company may grant stock options to the Executive (“Stock Options”). The
number, exercise price, and vesting schedule of the Stock Options will be determined by the Board, or a committee thereof, in its
sole discretion.


 






    	2



     


    

 


(b)
Except as otherwise provided herein, any Stock Option awards will be subject to the terms of a separate stock option agreement
(including specified vesting terms), issued according to the terms and conditions of the Western Magnesium Corporation 2020 Stock
Option Plan (“WMC 2020 SOP”) as may be amended from time to time, and subject to all applicable securities laws of any
exchange on which common shares of the Company are listed and/or traded. Company reserves the right to introduce, administer, amend
and/or cancel the WMC 2020 SOP in its sole discretion, and such changes will not constitute a breach of the terms of employment.
Nothing in this Agreement is intended to modify, alter or affect the rights and responsibilities of the parties in regards to prior
grants of stock or prior option rights by and between the parties.


 


3.4
Benefits.


 


Executive
will be able to participate in the benefit plans that the Company makes available to its senior staff from time to time in its discretion,
subject to the terms and conditions set out in the various benefits plans as amended from time to time (including with respect to paid
time off, sick days and paid company holidays), including, without limitation, to any medical, dental or other group health plans, life
insurance, disability insurance, 401k or Registered Retirement Savings Plan, as applicable, and/or pension or profit-sharing plans. The
Company may reduce, amend or terminate the benefit plans or coverage from time to time in its sole discretion upon written notice to
Executive as may be required by law. Nothing herein requires Company to establish or continue any benefit plan.


 


3.5
Business Expenses.


 


(a)
The Company shall reimburse Executive for all pre-approved traveling and other out-of-pocket expenses (e.g., entertainment and other
business expenses) actually and properly incurred by Executive in the course of carrying out his duties and responsibilities under
this Agreement and which are incurred in accordance with Company policies, including but not limited to the Company’s rules of
traveling expenses, if any.


 


(b)
The Company shall reimburse Executive for a monthly fee service for a mobile device plus long-distance charges for Company business
calls. Any such mobile phone expenses must be submitted with Executive’s monthly expense report and substantiating
documentation as Company may require.


 


(c)
The Company shall provide to Executive a monthly car allowance of USD $2,000.00 (“Vehicle Allowance”). Executive will be
responsible for any tax consequences arising from this benefit.


 


3.6 Vacation.


 


(a) The
Company will provide Executive with ten (10) weeks’ paid vacation per calendar year in accordance with the Company’s
written vacation policy applicable to the Company’s senior management which may be amended from time to time, and pro-rated
for partial years of employment. Executive’s selected vacation time shall be subject to the Company’s written consent,
which shall not be unreasonably withheld. Executive agrees to track his vacation time in good faith.


 




    	3



     


    

 


(b)
Company agrees to pay executive for any unused but accrued vacation days in a calendar year on or before January 20th (if
a weekend day or holiday, on the first following business day) after the preceding calendar year ending December 31. Payment for
such days shall be based on Executive’s prorated daily base salary. To the extent required by applicable law, Employee shall
take at least the minimum required amount of vacation each year.


 


4.
NO CONTRAVENTION OR CONFLICT


 


Executive
represents and warrants to the Company that this Agreement and carrying out Executive’s duties and responsibilities in connection
with Executive’s employment with Company under this Agreement, will not contravene or conflict with any obligations Executive may
have to any past employer or other person, firm or corporation for or with whom the Executive has previously provided any services or
been engaged (“Prior Entities”). Executive agrees that he will not do anything in connection with his employment with Company
that would contravene or conflict with any such obligations. Company is not employing Executive to obtain the confidential information
or business opportunities of any Prior Entities and Executive is hereby requested and directed by Company to disclose to Company and
to comply with any obligations that Executive may have to any Prior Entities.


 


5.
INDEMNIFICATION; INSURANCE


 


5.1 Indemnification
of Executive. Except as otherwise provided by applicable law, while Executive is employed by Company and thereafter while
potential liability exists (but in no event less than five (5) years after termination), in the event Executive is made a party to
any threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by Company against Executive), by reason of the fact that Executive is or was performing services under this
Agreement (or if all such events pre-dated Executive’s employment or other association with the Company), then Company shall
indemnify Executive to the fullest extent permitted by applicable law against all expenses (including reasonable attorneys’
fees), judgments, fines, and amounts paid in settlement, that are reasonably incurred by Executive in connection therewith. To the
extent that the British Columbia Business Corporations Act (the “BCA”) applies, Executive shall not be
indemnified where prohibited by the BCA including where the Executive did not act honestly and in good faith with a view to the best
interests of the Company, or in a proceeding other than a civil proceeding, the Executive did not have reasonable grounds for
believing that the Executive’s conduct in respect of which the proceeding is brought was lawful. In the event that both
Executive and Company are made a party to the same third party action, complaint, suit, or proceeding, Company will engage competent
legal representation, and Executive will use the same representation, provided that if counsel selected by Company shall have a
conflict of interest that prevents such counsel from representing Executive, then Company shall engage separate counsel on
Executive’s behalf, and subject to the provisions of this Section 5.1, Company will pay all reasonable attorneys’ fees
and disbursements of such separate counsel whether or not a formal lawsuit or other proceeding actually is commenced, together with
any other expenses or costs Executive may incur in connection therewith, within thirty (30) business days of Executive’s
submission to Company of documentation substantiating any such fees, costs or expenses, including without limitation, expert and
other witness’ fees, travel and lodging, as the case may be. Notwithstanding the foregoing, Executive agrees that prior to
receiving an advancement under this Section 5.1, he will sign an undertaking in which he promises to repay any funds advanced
hereunder if it is later determined that he did not meet the standard for indemnification under applicable law.


 




    	4



     


    

 


5.2
Indemnification of Company. Executive assumes full responsibility for any criminal acts undertaken by the Executive and will
indemnify Company from any liability associated with such acts.


 


5.3
Insurance Provided by Company. As soon as practicable after the Effective Date, Company shall obtain a directors and officers
liability insurance policy under which Executive shall be an Insured, which insurance policy shall provide adequate insurance
coverage for claims alleging wrongful acts against Executive by reason of the fact of that Executive is a director, officer, or
employee of Company, as shall be approved by the Board. Executive shall be entitled to such coverage under such insurance policy
while employed and thereafter while potential liability reasonably exists.


 


6. CONFIDENTIALITY


 


6.1
Executive acknowledges that, by reason of his employment with Company, he will have access to Confidential Information, as
hereinafter defined, of Company, that Company has spent time, effort and money to develop and acquire.


 


6.2
The term “Confidential Information” as used in this Agreement means information, whether or not originated by the
Executive, that relates to the business or affairs of Company, its affiliates, clients or suppliers and is confidential or
proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but is
not limited to, the following types of confidential information and other proprietary information of a similar nature (whether or
not reduced to writing or designated or marked as confidential): (a) information relating to strategies, research, communications,
business plans, and financial data of Company and any information of Company which is not readily publicly available; (b) any
information deemed to constitute trade secrets, whether or not separately described in this Agreement; (c) work product resulting
from or related to work or projects performed for or to be performed for Company or its affiliates, including but not limited to,
the methods, processes, procedures, analysis, techniques and audits used in connection therewith; (d) any intellectual property
contributed to Company, and any other technical and business information of Company, its subsidiaries and affiliates which is of a
confidential, trade secret and/or proprietary character; (e) internal Company personnel and financial information, employee personal
information, employee compensation, supplier names and other supplier information, purchasing and internal cost information,
internal services and operational manuals, accounts, passwords, and the manner and method of conducting Company’s business;
and (f) all information that becomes known to the Executive as a result of this Agreement that the Executive, acting reasonably,
believes is confidential information or that Company takes measures to protect.


 


6.3
Confidential Information does not include any of the following: (a) the general skills and experience gained by Executive during
this Agreement that Executive could reasonably have been expected to acquire in similar retainers or engagements with other
companies; (b) information gained by Executive prior to and outside of his position with Company; (c) information in the public
domain; and (d) information gained from a third party not in breach of this Agreement.


 




    	5



     


    

 


6.4
Nothing in the document is intended to interfere with or discourage a good faith disclosure to any governmental entity related to a
suspected violation of the law. Pursuant to the federal Defend Trade Secrets Act, Executive cannot and will not be held criminally
or civilly liable under any federal or state trade secret law for disclosing otherwise protected trade secrets and/or confidential
or proprietary information as long as the disclosure is made in (i) confidence to a federal, state, or local government official,
directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or
(ii) a complaint or other document filed in a lawsuit or other proceeding, as long as such filing is made under seal.


 


6.5
Executive acknowledges that the Confidential Information is a valuable and unique asset of Company and that the Confidential
Information is and will remain the exclusive property of Company. Executive agrees to maintain securely and hold in strict
confidence all Confidential Information received, acquired or developed by Executive or disclosed to Executive as a result of or in
connection with this Agreement. Executive agrees that, both during and after the termination of this Agreement, Executive will not,
directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential
Information to any person, except as such disclosure or use is required to perform its duties hereunder or as may be consented to by
prior written authorization of Company, or which is required to be disclosed under applicable laws or legal process.


 


6.6
The Executive understands that Company has from time to time in its possession information belonging to third parties or which is
claimed by third parties to be confidential or proprietary and which Company has agreed to keep confidential. Executive agrees that
all such information shall be Confidential Information for the purposes of this Agreement.


 


6.7 All
Confidential Information disclosed to or obtained by Executive in tangible form (including, without limitation, information
incorporated in computer software or held in electronic storage media) shall be and remain the property of Company. All such
Confidential Information, and any other property of Company possessed by Executive at the time Executive ceases employment with
Company shall be returned to Company at such time, or earlier upon request of Company. Upon the return of Confidential Information
or any such other property of Company, Executive shall not thereafter retain it in any form, in whole or in part.


 


7. INTELLECTUAL
PROPERTY


 


In
this Agreement:


 


7.1 “Intellectual
Property Rights” means the Works (as defined below) and Confidential Information, and any and all legal protection recognized
by the law (whether by statute, common law or otherwise, in the United States, Canada and all other countries world-wide) with
respect thereto


 




    	6



     


    

 


7.2
“Works” includes all intellectual property, inventions, methods, protocols, processes, discoveries, designs, ideas,
works, creations, developments, algorithms, drawings, data sets, compilations of information, analysis, experiments, data, reports,
know-how, techniques, manuals, written content, products, samples, tools, machines, prototypes, domains, websites, software and all
documentation therefore, flowcharts, specifications and source code listings, whether patentable or not, including any modifications
or improvements thereto, patents or patentable inventions, registered or unregistered copyrightable material, registered or
unregistered industrial designs, trade secrets, trade dress and registered or unregistered trademarks and other registrations or
grants of rights analogous thereto, that: (1) are conceived, developed, created, generated or reduced to practice by Executive
(whether alone or with others in or outside Company) as a result of Executive’s involvement with Company; or, (2) result from
Executive’s fulfillment of Executive’s obligations hereunder; or (3) result from the use of the premises and property
(including equipment, supplies or Confidential Information) owned, licensed or leased by Company.


 


7.3
Executive will disclose all Works and Confidential Information promptly and fully to Company. Executive will maintain at all times
adequate and current records relating to the Works and Confidential Information, which records will be and remain the property of
the Company.


 


7.4
Notwithstanding anything else contained herein, Company will have sole and exclusive right, title and interest, world-wide, in and
to all Works, Confidential Information, and Intellectual Property Rights, which right, title and interest will continue after
termination of this Agreement. Accordingly, Executive hereby irrevocably assigns (and in the case of Works created on or after the
Effective Date, agrees to assign, without the need for any further remuneration or consideration) to Company all worldwide right,
title and interest of any nature whatsoever in and to all Works and Intellectual Property Rights.


 


7.5
Executive hereby waives (and in the case of Works created on or after the Effective Date, agrees to waive) all moral rights arising
under the U.S. Copyright Act and any rights to similar effect in any country or at common law (“Moral Rights”) that
Executive may have in respect of the Works, and acknowledge that such waiver may be invoked by any person authorized by
Company.


 


7.6
Executive will execute and deliver to Company whenever requested by Company, any and all further documents and assurances that
Company may deem necessary or expedient to affect the purposes and intent of the assignment set out herein. If Executive refuses or
fails to execute any further documents and assurances whenever requested by Company, this Agreement will form a power of attorney
granting to Company the right to execute and deliver on Executive’s behalf (as the case may be), all such further documents
and assurances that Company may deem necessary or expedient to effect the purposes and intent of the assignment and waiver set out
herein on Executive’s behalf.


 


8. RESTRICTIVE
COVENANTS


 


8.1 Non-Solicitation
of Employees. During Executive’s employment and for a period of twelve (12) months following Executive’s separation
from employment (however occasioned), Executive shall not, without Company’s prior written consent, solicit a Restricted
Employee to terminate his or her relationship with the Company for the purpose of: (a) providing Conflicting Services; or (b) being
hired by a Competitor.


 




    	7



     


    

 


8.2 Non-Solicitation
of Clients. During Executive’s employment and for a period of twelve (12) months following Executive’s separation
from employment (however occasioned), Executive shall not, without Company’s prior written consent, solicit a Restricted
Customer to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company. During
Executive’s employment and for a period of twelve (12) months following Executive’s separation from employment (however
occasioned), Executive shall not, without Company’s prior written consent, perform for a Restricted Customer services
substantially similar to the services Executive provided while employed by Company.


 


8.3 Non-Competition. During
Executive’s employment and for a period of twelve (12) months following Executive’s separation from employment (however
occasioned), Executive shall not, directly or indirectly, be employed by any Competitor in the Restricted Territory in a capacity
substantially similar to Executive’s capacity at the Company.


 


8.4 Definitions. For
the purpose of the paragraphs in this Section 8: (1) “solicit” means solicit, induce, or encourage, or participate in
soliciting, inducing, or encouraging, regardless of whether Executive initiated such discussion or sought out such contact, and
includes efforts performed either alone or jointly with or on behalf of any person or entity, directly or indirectly; (2)
“Restricted Employee” means any person known to Executive to be an employee of the Company in the three months prior to
the solicitation; (3) “Conflicting Services” means any product or service that competes with a product or service the
Company provides with which Executive worked directly during Executive’s employment by Company or about which Executive
acquired confidential information during Executive’s employment by Company; (4) “Competitor” means a person,
business, or entity engaged in Business; (5) “Restricted Customer” means any customer or client of the Company (i) with
whom Executive had direct interaction during the course the previous 12 months of Executive’s employment at the Company, in
Executive’s capacity as a representative of the Company, or (ii) about whom Executive possessed confidential information as a
result of Executive’s role at the Company; (6) “Restricted Territory” means the United States, Canada and
Australia.


 


8.5
Reasonableness. Executive acknowledges and agrees that the restrictions contained in this Section 8: (1) are reasonable; (2)
do not prevent Executive or unduly restrict Executive from earning a living or pursuing his or her career; and (3) are not broader
than necessary to protect the Company’s legitimate business interests. Executive agrees that Executive has had the opportunity
to review the provisions of this Agreement with Executive’s legal counsel, if any.


 


8.6 Miscellaneous. In
the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, Executive and
Company agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and
valid to the maximum extent allowed by law. Any restriction or provision a Court deems unenforceable is completely severable and all
other provisions shall remain in full force and effect. Notwithstanding anything in this Agreement to the contrary, the restrictions
in this Agreement do not restrict Executive’s performance in his/her official capacity on behalf of the Company. If any
provision in this Section 8 is determined to be overbroad or otherwise unenforceable, such provision shall be construed in a manner
that renders it valid and enforceable to the maximum extent.


 




    	8



     


    

 


9.
ENFORCEMENT/REMEDIES


 


9.1
Executive acknowledges and agrees that the covenants and obligations under Sections 6, 7 and 8 hereof are reasonable, necessary and
fundamental to the protection of the Company’s legitimate business interests, and that any material breach of Sections 6, 7
and/or 8 hereof by Executive shall cause irreparable harm to Company, which harm could not be adequately compensated for by an award
of damages in an action at law.


 


9.2
Executive acknowledges and agrees that, without prejudice to the rights and remedies otherwise available to the Company, and in
addition to any other right or remedy Company may have, Company must show adequate proof of a material breach by the Executive
causing damages to Company such that it is entitled to a temporary restraining order and to preliminary and/or permanent injunction
relief, and without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, unless, the
court however require a bond or security to be posted. Executive acknowledges and agrees that the preceding remedies shall be in
addition to any and all other rights available to Company at law or in equity. The failure of Company to promptly institute legal
action upon a material breach of Sections 6, 7 and/or 8 hereof shall not constitute a waiver of that or any other material breach
hereof.


 


10.
TERMINATION – RIGHTS AND OBLIGATIONS


 


Section
10 governs the permissible grounds by which a party may terminate this Agreement and states the only remuneration (if any) due Executive
after the termination date of this Agreement. 


 


10.1
Death or Total Disability.


 


(a)
Executive’s employment shall terminate upon death without any further notice or action required by the Employer. The Employer
may terminate the Executive’s employment, upon written notice to the Executive, in the event that the Executive becomes unable
to perform (with or without reasonable accommodation) substantially all of his material duties and obligations under this Agreement,
as a result of a disability, for a period of time exceeding 180 consecutive calendar days.


 


(b)
In the event of termination under this subsection, Executive or Executive’s legal representative shall receive: (1) all
compensation Executive earned but was not paid through the separation from employment; (2) any Bonus if declared or earned but not
yet paid for a complete fiscal year; (3) any accrued but unused vacation pay; (4) any unreimbursed business expenses payable
pursuant to the Company’s normal policies; and (5) any other amounts or benefits owing to Executive under the then applicable
employee benefit plans, long term incentive plans or equity plans or programs of Company which shall be paid or treated in
accordance with the terms of such plans and programs


 




    	9



     


    

 


10.2 Termination
for Cause by Company.


 


(a)
At any time after Executive’s commencement of employment under this Agreement, Company may terminate this Agreement
immediately upon written notice to Executive for “Cause” which, for the purposes of this Agreement, means:


 


(i)
a willful, intentional act involving theft, fraud, breach of trust, or any material act of dishonesty with regard to the Company
that has a material adverse effect on Company;


 


(ii)
conviction of, or plea of guilty or nolo contendere to, a felony;


 


(iii)
conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving a crime of moral turpitude, or that involves theft,
fraud, breach of trust, or any material act of dishonesty;


 


(iv)
willful, intentional and continued disobedience or insubordination (other than by reason of disability or incapacity) with respect
to a lawful directive of Executive’s superior or the Board that has a material adverse effect on Company, which continues for
five (5) days after Executive’s receipt of written notice from Company; or


 


(v)
willful, intentional, material breach of Executive’s material duties and responsibilities hereunder (other than by reason of
disability or incapacity) that has a material adverse effect on Company, which continues for five (5) days following written notice
by Company specifying such breach.


 


(b)
In the event of termination under this subsection, Executive will only receive: (1) compensation earned but unpaid through the date
of termination; (2) any accrued but unused vacation pay; and (3) any unreimbursed business expenses payable pursuant to the
Company’s normal policies.


 


10.3
Termination Without Cause by the Company.


 


(a)
At any time after Executive’s commencement of employment under this Agreement, the Company or any successor may, without
Cause, terminate Executive’s employment, effective thirty (30) days after written notice is provided to Executive.


 


(b)
In the event Executive is terminated by the Company under this subsection, Executive shall be eligible to receive: (1) all
compensation Executive earned but was not paid through the separation from employment; (2) any accrued but unused vacation pay; (3)
any unreimbursed business expenses payable pursuant to the Company’s normal policies; (4) any Bonus that would have otherwise
been paid to Executive, including any pro rata sums, as of the date of Executive’s receipt of the written notice of
termination and assuming achievement of all performance factors applicable to Executive’s participation in any Bonus Plan; and
(5) if eligible for COBRA benefits, up to six (6) months of premiums paid pursuant to the Consolidated Omnibus Budget Reconciliation
Act (“COBRA”), reimbursable to Executive so long as Executive enrolls in COBRA and remains eligible for
COBRA.


 




    	10



     


    

 


(c)
In addition, Executive shall be eligible to receive an additional lump-sum payment in the amount of Six Million U.S. Dollars
($6,000,000) if and only if the Executive signs and does not otherwise revoke a separation agreement that includes, in material
part, a full release of all claims, confidentiality as to terms and fact of agreement, and reasonable cooperation by the Executive
during the one year period following the Executive’s termination of employment. Company is obligated to provide a document for
Executive’s consideration within 30 days of the termination date.


 


(d)
The Company will provide to the Executive that minimum amount of advance notice or pay in lieu of notice to which the Executive is
entitled on termination of employment under the applicable employment or labour standards statute in the province of employment
where the Executive is assigned to work for the Company at the time the Executive’s employment is terminated, if any, along
with any other minimum amounts or entitlements to which the Executive is entitled on termination of employment under the applicable
employment or labour standards statute, if any. Such notice or pay in lieu of notice will represent the Executive’s complete
entitlement on termination where the Executive does not sign a separation agreement.


 


10.4
Resignation for Good Reason by Executive.


 


(a)
Executive may terminate Executive’s employment for any reason, including Good Reason. “Good Reason” means the
occurrence of any of the following events, without Executive’s express written consent: (i) a material diminution in
Employee’s title, duties, authority, and/or responsibilities; (ii) a material reduction in Employee’s Base Salary; (iii)
a material breach of a material term of this Agreement by the Company; (iv) failure of any successor to Company to assume the
obligations of the Company under this Agreement; or (v) a Change of Control. Additionally, “Good Reason” includes
attaining the age of sixty (60) years old or older.


 


(b)
For purposes of this Agreement, “Change of Control” means the occurrence of any of the following events: (i) the holders
of more than 50% of the voting stock of the Company before the transaction closes hold less than 50% of the voting stock of the
Company after the transaction closes; or (ii) the exercise of the voting power of any or all securities of the Company as to cause
or result in the election of a majority of members of the Board of Directors who were not previously incumbent directors thereof. An
event shall not constitute a Change of Control (a) if its sole purpose is to change the jurisdiction of incorporation of the Company
or to create a holding company or other corporation, partnership or trust that will be owned in substantially the same proportions
by the persons who held the Company’s securities immediately before such event; or (b) with respect to Executive if Executive
is the acquirer or part of the acquiring group that consummates the Change of Control.


 


(c)
In the event Executive terminates his employment under this subsection, Executive shall be eligible to receive: (1) all compensation
Executive earned but was not paid through the separation from employment; (2) any accrued but unused vacation pay; (3) any
unreimbursed business expenses payable pursuant to the Company’s normal policies; (4) any Bonus that would have otherwise been
paid to Executive, including any pro rata sums, as of the date of Executive’s delivery of notice of termination and assuming
achievement of all performance factors applicable to Executive’s participation in any Bonus Plan; (5) if eligible for COBRA
benefits, six (6) months of premiums paid pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
reimbursable to Executive so long as Executive enrolls in COBRA and remains eligible for COBRA.


 




    	11



     


    

 


(d)
In addition, Executive shall be eligible to receive an additional lump-sum payment in the amount equal to Six Million U.S. Dollars
($6,000,000) if and only if the Executive signs and does not otherwise revoke a separation agreement that includes, in material
part, a full release of all claims, confidentiality as to terms and fact of agreement, and reasonable cooperation by the Executive
during the one year period following the Executive’s termination of employment. Company is obligated to provide a document for
Executive’s consideration within 30 days of the termination date. Notwithstanding the foregoing, if the resignation is based
on the Executive attaining the age of sixty (60) years old or older, the payment shall be paid in equal annual installments over a
period of ten (10) years from the date employment terminates. The payment described in this subparagraph 10.4(d) shall be received
by the Executive free of withholding or deduction for, or liability for, any present or future taxes, duties, assessments or
governmental charges of whatever nature (collectively “Taxes”) imposed or levied by or on behalf of any governmental
authority having the power to tax, except as required by applicable law. If any withholding or deduction in respect of Taxes is
required by law, or if the Executive will be liable at law for any Taxes in respect of such payment, the payment shall be grossed up
by a factor equal to 1/(1-A) where A is the aggregate rate of tax, as determined by reference to the relevant federal, provincial,
state and/or municipal tax legislation and expressed as a percentage reasonably expected to be payable by or on behalf of the
Executive for the year of receipt of said payment, to the intent that the net amount received by the Executive after all source
withholdings, deductions and net tax payable on or in respect of such payment shall equal the amount which would have been received
by the Executive in the absence of such source withholdings, deductions and net tax payable.


 


(e)
Notwithstanding anything in this Agreement to the contrary, Executive will only be eligible to receive the payment described in
subsection 10.4(d) if: (1) Executive provides the Company with advance written notice of his intent to resign for Good Reason and
the clear expression of the basis for his Good Reason; (2) for reasons other than resignation based on attaining the age of sixty or
older, the Company does not, in good faith, dispute the Good Reason; and (3) the Company fails to cure the Good Reason within ten
business days of receiving such notice. In any event, Executive must provide such notice within 45 days of the occurrence of the
event giving rise to Good Reason. If the Company fails to cure within the ten-business-day period, Executive’s resignation
will be deemed effective 20 days after the end of such cure period, during which 20-day period Executive will be required to devote
his best efforts to accomplishing his normal job duties.


 


10.5
Upon termination for any reason, Executive shall resign as director and from all offices and other positions that Executive holds
with the Company, its affiliates, and its subsidiaries.


 




    	12



     


    

 


11.
NONDISPARAGEMENT


 


During
the course of this Agreement, and thereafter, Executive agrees not to defame or disparage or criticize the Company, its business plan,
procedures, products, services, development, finances, financial condition, capabilities or other aspect of its business, or any of its
stakeholders to any person or entity, without limitation in time. Company likewise, for its officers and directors and in the absence
of wrongdoing by the Executive, agrees forever not to directly or indirectly defame, disparage or criticize Executive in both his professional
and/or personal capacities. Notwithstanding the foregoing, Executive and Company may confer in confidence with his or its respective
advisors and make truthful statements as required by law.


 


12.
ASSIGNMENT; BINDING EFFECT


 


Executive
shall have no right to assign this Agreement to another party other than by will or by the laws of descent and distribution. Nothing
in this Agreement shall prevent the consolidation, merger, or sale of the Company or a sale of any or all or substantially all of its
assets. Subject to the foregoing restriction on assignment by Executive, this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.


 


13.
ADDITIONAL PROVISIONS


 


13.1
Notices. Any notice under this Agreement must be in writing and addressed to the Company or to Executive at the corresponding
address below, and must be sent by electronic mail. Notices under this Agreement shall be effective upon: (a) written verification
of receipt, when delivered by overnight courier or certified or registered mail; or (b) acknowledgment of receipt of electronic
transmission, when delivered via electronic mail. Executive shall be obligated to notify the Company, in writing, of any
change in Executive’s address. Notice of change of address shall be effective only when done in accordance with this Section
13.


 




    	13



     


    

 


	 	If
    to Company:	Western
                                            Magnesium Canada Corporation

    

    580
    Hornby Street

    

    9th
    Floor

    

    Vancouver,
    BC

    

    V6C
    3B6

    

    Attn.:
    Chief Operating Officer

    

    lmaxwell@westmagcorp.com

     

    With
    copy to:

     

    Farnaz
    F. Thompson

    

    McGuireWoods
    LLP

    

    888
    16th Street, N.W.

    

    Suite
    500

    

    Washington,
    D.C. 20006

    

    fthompson@mcguirewwoods.com

     

    

    David
    L. Greenspan

    

    McGuireWoods
    LLP

    

    1750
    Tysons Blvd.

    

    Suite
    1800

    

    Tysons,
    Virginia 22102

    

    dgreenspan@mcguirewoods.com

	 	 	 
	 	If
                                            to Executive:

     

     

     

     
	Edward
                                            Lee

    

    15248
    18th Avenue

    

    Surrey,
    British Columbia V4A 1W8

    

    elee@westmagcorp.com
    and

    ed.lee087@gmail.com

    



 


13.2
Severability. If any provision of this Agreement
shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the fullest
extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period
or scope of any provision, including the provisions of Section 8, is declared by a court of competent jurisdiction to exceed the maximum
time period or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period
or scope permitted by law.


 


13.3
Damages; Prevailing Party; Attorneys’ Fees. Nothing contained herein shall be construed to prevent the Company or
Executive from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement. In the event either party hereto seeks the collection of damages resulting therefrom, or
the injunction of any action constituting a breach of any of the terms of this Agreement, then the substantially prevailing party
shall be entitled to recover all costs, reasonable attorneys’ fees and disbursements from the other party, whether paid or
owing and regardless of whether a lawsuit or other proceeding is commenced. A suing party may prevail by judgment in its favor or by
the other party’s action causing the result sought in the suit or otherwise; and a defending party may prevail by judgment in
its favor, dismissal, or the other party’s withdrawal of its suit prior to disposition.


 




    	14



     


    

 


13.4
Amendments; Waivers; Remedies. This Agreement may not be amended, and no provision of this Agreement may be waived, except in writing
signed by Executive and by a duly authorized representative of the Company. Failure to exercise any right under this Agreement shall
not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches.
All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party
hereunder or under applicable law.


 


13.5
Taxes. Executive acknowledges that the compensation, benefits, payments and advances provided for in this Agreement may be
subject to statutory income and withholding taxes as well as other applicable taxes, withholdings, fees, and deductions.


 


13.6
Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any
party. Sections and subsection headings contained in this Agreement are for reference purposes only, and shall not affect, in any
manner, the meaning or interpretation of this Agreement. Whenever the context requires, references to Executive or to any other
person or class of persons, shall be considered in the masculine or feminine, and singular shall include the plural and the plural
the singular.


 


13.7
Authority. Each party represents and warrants that such party has the right, power, and authority to enter into and execute this
Agreement and to perform and discharge all of the obligations hereunder, and that this Agreement constitutes the valid and legally
binding agreement and obligation of such party and is enforceable in accordance with its terms.


 


13.8
Additional Assurances. The provisions of this Agreement shall be self-operative and shall not require further agreement by the
parties except as may be herein specifically provided to the contrary; provided, however, that both parties shall execute such
additional instruments and take such additional acts as may be necessary to effectuate this Agreement.


 


13.9
Executive Acknowledgment. Executive acknowledges that, before signing this Agreement, Executive was advised of his right to
consult with an attorney of his choice to review this Agreement and that Executive had sufficient opportunity to have an attorney
review the provisions of this Agreement and negotiate its terms. Executive further acknowledges that Executive had a full and
adequate opportunity to review this Agreement before signing it; that Executive carefully read and fully understood all the
provisions of this Agreement before signing it, including the rights and obligations of the parties; and that Executive has entered
into this Agreement knowingly and voluntarily.


 


13.10
Controlling Agreement. If there is any conflict between or among the terms, conditions and/or provisions set forth in this
Agreement and any other written agreement or other document, then, the terms, conditions and/or provisions set forth in this
Agreement shall control.


 




    	15



     


    

 


13.11
Governing Law; Venue; Jurisdiction. The Parties acknowledge and agree that the Company has a headquarters in Fairfax County,
Virginia, and the Parties intend for this contract and all disputes between them (whether arising out of this contract or otherwise)
to be litigated in Fairfax County, Virginia. This Agreement and all related matters will be exclusively governed by, and construed
in accordance with, the laws of the Commonwealth of Virginia (excluding any choice of law rules) except as otherwise expressly
provided for in the Agreement and/or as required by law. Any dispute arising from this Agreement or any other dispute between the
Parties will be resolved by a court with jurisdiction over Fairfax County, Virginia, and the Parties hereby irrevocably submit to
the venue and exclusive jurisdiction of federal and/or state courts located in Fairfax County, Virginia.


 


13.12
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and cancels and supersedes any previous oral or written communications, representations, understandings or agreements between the
parties with respect thereto. The Prior Agreement is superseded in its entirety, without any further obligation thereunder. There
are no representations, warranties, terms, conditions, undertakings or collateral agreements, express or implied, between the
parties other than as expressly set forth in this Agreement.


 


13.13 Counterparts.
This Agreement may be executed in counterparts, and such original executed counterparts together shall constitute one
agreement.


 


14.
EXECUTION AND RATIFICATION


 


This
Agreement shall become valid and enforceable upon execution by the Executive, a duly authorized officer of the Company, and the Chairman
of the Compensation Committee, and upon the affirmative vote and ratification of a supermajority of all members of the Board of Directors,
from which vote Executive shall recuse himself or herself. Such duly recorded and executed vote shall be attached hereto.


 


[REMAINDER
OF PAGE BLANK, SIGNATURE PAGE FOLLOWS]


 




    	16



     


    

 


IN
WITNESS WHEREOF the Parties hereto have executed this Agreement intending to be bound thereby.


 


	WESTERN
    MAGNESIUM CANADA CORPORATION	 
	 	 	 
	By:	/s/
    Sam Ataya	 
	 	Sam
    Ataya, Chief Executive Officer	 
	 	 	 
	Date:	April
    8, 2022	 
	 	 	 
	 	/s/
    Steve Thorlakson	 
	 	Steve
    Thorlakson, Chairman of Compensation Committee	 
	 	 	 
	Date:	April
    8, 2022	 
	 	 	 
	EDWARD
    LEE	 
	 	 	 
	 /s/ Edward Lee	 
	 Edward Lee	 
	 	 	 
	Date:	April
    8, 2022	 


 




    	17



     


    

 


Schedule
A


 


EXECUTIVE
CHAIRMAN’S DUTIES AND RESPONSIBILITIES


 


Overview


 


The
Executive Chairman is appointed by the Board of Directors (the “Board”) of Western Magnesium Corporation (the “Company”).
The primary functions of the Executive Chairman are to provide leadership and direction to the Board, facilitate the operations and deliberations
of the Board and the satisfaction of the Board’s functions and responsibilities under its mandate, and assume responsibility for
the strategic initiatives outlined below.


 


General
Responsibilities


 


In
addition to the responsibilities applicable to all other directors, and subject to the authority and responsibilities of the Lead Director
and oversight of the Board, the Executive Chairman’s responsibilities shall include:


 


Strategic
Initiatives


 


	 	1.	Working
    with the Board and the Company’s Chief Executive Officer (“CEO”) to develop the strategy for the Company’s
    future growth.
	 	 	 
	 	2.	Working
    with the CEO to identify opportunities for value-enhancing strategic initiatives including acquisitions, joint ventures, and strategically
    important relationships, as well as the disposition from time to time of non-core assets, and communicating regularly with the CEO
    regarding the pursuit of such strategic initiatives
	 	 	 
	 	3.	Developing
    and maintaining the Company’s relationships with future strategic partners whose capital, influence and knowledge could add
    significantly to the Company’s value and its share price.
	 	 	 
	 	4.	Working
    with the CEO on critical issues related to Government relationships and strategic alliances.


 


Meetings


 


	 	5.	Together
    with the Lead Director, scheduling Board meetings and setting the agenda for Board meetings.
	 	 	 
	 	6.	Presiding
    over meetings of the Board and assuming principal responsibility for the Board’s operation and functioning.
	 	 	 
	 	7.	Consulting
    with the Lead Director to ensure that sufficient time is allotted during Board meetings for effective discussion of agenda items
    and key issues and concerns and fostering an environment in which directors ask questions and express their viewpoints.
	 	 	 
	 	8.	Providing
    opportunities for independent directors to meet at each Board meeting in the absence of non-independent directors.


 




    	18



     


    

 


Leadership


 


	 	9.	Ensuring
    that Board functions are effectively carried out and, where functions have been delegated to Board Committees, that the results are
    reported to the Board.
	 	 	 
	 	10.	Ensuring
    that the interests of various stakeholders are considered by the Board.
	 	 	 
	 	11.	Taking
    all reasonable steps to ensure that Board decisions are implemented.
	 	 	 
	 	12.	Communication
    with the Lead Director
	 	 	 
	 	13.	Engaging
    with the Lead Director to debrief on decisions reached and suggestions made at meetings or in camera sessions of independent directors.
	 	 	 
	 	14.	Engaging
    with the Lead Director to facilitate communication between management and the independent directors.


 


Relationship
with Management


 


	 	15.	Acting
    as principal liaison between the directors and the CEO and taking all reasonable steps to ensure that the expectations of the Board
    towards management are clearly expressed, understood and respected.
	 	 	 
	 	16.	Working
    with the CEO to ensure the Company’s operations are conducted in a best-in-class manner and that the Company has strong, productive
    relationships with shareholders, analysts and other stakeholders.
	 	 	 
	 	17.	Working
    with the CEO to ensure management strategies, plans and performance are appropriately represented to the Board.
	 	 	 
	 	18.	Conducting
    an annual performance evaluation of the CEO with input from the Lead Director


 




    	19