---

Exhibit 4.1



FIRST ENERGY METALS LTD.



STOCK
OPTION PLAN



| | 1. | PURPOSE OF THE PLAN
| | -- | -------------------



The Company
hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees and Consultants (as such
terms are defined below) of the Company and its subsidiaries (collectively “Eligible Persons”), to be known as the “2020
Stock Option Plan” (the “Plan”).



The purpose of the Plan is to give to Eligible Persons, as additional compensation,
the opportunity to participate in the success of the Company by granting to such individuals options, exercisable over periods of up to
ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the Market
Price prevailing on the date the option is granted less the applicable discount, if any, permitted by the policies of the Canadian Securities
Exchange (“CSE”) and approved by the Board.



| | 2. | DEFINITIONS
| | -- | -----------



In this Plan, the following terms shall
have the following meanings:



| | 2.1 | “Associate” means an “Associate”
as defined in the CSE Policies.
| | --- | ----------------------------------------------------------------



| | 2.2 | “Black-Out Period” means a period of time
during which, pursuant to the policies of the Company, trading in Shares or Options is prohibited or restricted.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.3 | “Board” means the Board of Directors of
the Company as constituted from time to time.
| | --- | -------------------------------------------------------------------------------------



| | 2.4 | “Change of Control” means the acquisition
by any person or by any person and all Joint Actors, whether directly or indirectly, of voting securities (as defined in the Securities
Act) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person
and its Joint Actors, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company
or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.5 | “Company” means First Energy Metals Ltd.
and its successors.
| | --- | ------------------------------------------------------------



| | 2.6 | “Consultant” means a “Consultant”
as defined in the CSE Policies.
| | --- | -----------------------------------------------------------------



| | 2.7 | “Consultant Company” means a “Consultant
Company” as defined in the CSE Policies.
| | --- | ---------------------------------------------------------------------------------



| | 2.8 | “Disability” means any disability with respect
to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | being employed or engaged by the Company, its subsidiaries or another employer,
in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | acting as a director or officer of the Company or its subsidiaries.
| | --- | -------------------------------------------------------------------



| | 2.9 | “Discounted Market Price” means, in respect
of Shares on a particular Grant Date, the Market Price less the maximum discount permitted by the. Exchange.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------











| | 2.10 | “Disinterested Shareholder Approval” means
approval by a majority of the votes attaching to shares voted at a meeting of shareholders of the Company, excluding the votes attaching
to shares held by persons with an interest in the subject matter of the resolution, in accordance with CSE Policies.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.11 | “Eligible Persons” has the meaning given
to that term in section 1 hereof.
| | ---- | --------------------------------------------------------------------------



| | 2.12 | “Employee” means an “Employee”
as defined in the CSE Policies.
| | ---- | --------------------------------------------------------------



| | 2.13 | “Entity”means a “Company”
as defined in the CSE Policies.
| | ---- | ---------------------------------------------------------



| | 2.14 | “Exchange” means the Canadian Securities
Exchange and, if applicable, any other stock exchange on which the Shares are listed.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------



| | 2.15 | Exchange Hold Period” has the meaning assigned
to it from time to time in the CSE Policies which, as of the date of this Plan, define it to mean a four-month resale restriction imposed
by the Exchange on:
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | Listed Shares and securities convertible, exercisable or
exchangeable into Listed Shares (including Options) issued by a Company to:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------



| | (A) | directors, officers and Promoters of the Company; or
| | --- | ----------------------------------------------------



| | (B) | to Persons holding securities carrying more than 10% of the
voting rights attached to the Company’s securities both immediately before and after the transaction in which securities are issued,
and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



except in the case of securities
whose distribution was qualified by a Prospectus or were issued under a securities exchange take-over bid, rights offering or pursuant
to an amalgamation or other statutory procedure;



| | (ii) | Listed Shares issued to any Person at a price or deemed price that is at a discount
of more than 10% to the applicable Market Price except in the case of securities whose distribution was qualified by a Prospectus or were
issued under a securities exchange take-over bid, rights offering or pursuant to an amalgamation or other statutory procedure; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Options granted by a Company to any Person with an exercise price that is less
than the applicable Market Price;
| | ----- | ----------------------------------------------------------------------------------------------------------------



and capitalized terms used in this
definition and not defined in this Option Plan have the meanings assigned to them in the CSE Policies.



| | 2.16 | “Expiry Date” means, in respect of an Option,
the date set by the Board under paragraph 3.1 of the Plan as the last date on which such Option may be exercised, as may be extended
in accordance with paragraph 4.5 of the Plan.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2







| | 2.17 | “Expiry Time” means, in respect of an Option,
4:00 p.m. Pacific Time on the Expiry Date of such Option.
| | ---- | -------------------------------------------------------------------------------------------------------



| | 2.18 | “Grant Date” means, in respect of an Option,
the date on which such Option is granted, as shall be specified in the Option Agreement for such Option.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.19 | “Insider” means an “Insider” as
defined in the CSE Policies.
| | ---- | ------------------------------------------------------------



| | 2.20 | “Investor Relations Activities” means “Investor
Relations Activities” as defined in the CSE Policies.
| | ---- | -----------------------------------------------------------------------------------------------------





| | 2.21 | “Joint Actor” means a person “acting
jointly or in concert” with another person as that phrase is interpreted in Multilateral Instrument 62-104 Take-Over Bids and
Issuer Bids.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.22 | “Management Company Employee” means a “Management
Company Employee” as defined in the CSE Policies.
| | ---- | ---------------------------------------------------------------------------------------------------



| | 2.23 | “Market Price” means, in respect of Shares
on a particular Grant Date, the closing price per Share on the last day on which Shares were traded immediately prior to either: (a)
the day on which the Company announces the grant of the Option; or (b) if the grant is not announced, on the Grant Date. If the Shares
are not listed on any stock exchange, “Market Price” of Shares means the price per Share on the over-the-counter market
determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market
for the last day prior to the Grant Date.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.24 | “Option” means an option to purchase Shares
granted pursuant to, or otherwise subject to, this Plan.
| | ---- | ----------------------------------------------------------------------------------------------------



| | 2.25 | “Option Agreement” means an agreement, in
the form attached hereto as Schedule “A”, whereby the Company grants to an Optionee an Option.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------



| | 2.26 | “Optionee” means each of the Eligible Persons
granted an Option pursuant to this Plan and their heirs, executors and administrators.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------



| | 2.27 | “Option Price” means the exercise price
of an Option, being the per Share price at which the Optionee may acquire Option Shares pursuant to the exercise of such Option, such
price to be specified in the Option Agreement for such Option, as may adjusted from time to time in accordance with the provisions of
section 5.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.28 | “Option Shares” means the Shares which an
Optionee may purchase under an Option.
| | ---- | --------------------------------------------------------------------------------



| | 2.29 | “Person”means a “Person”
as defined in the CSE Policies.
| | ---- | --------------------------------------------------------



| | 2.30 | “Plan” means this 2020 Stock Option Plan.
| | ---- | -----------------------------------------



| | 2.31 | “Shares” means the common shares in the
capital of the Company as constituted on the Grant Date, provided that, in the event of any adjustment pursuant to section 5, “Shares”
shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.32 | “Securities Act” means the Securities
Act, R.S.B.C. 1996, c.418, as amended, as at the date hereof.
| | ---- | ---------------------------------------------------------------------------------------------------



3







| | 2.33 | “CSE Policies” means the policies included in the Canadian Securities
Exchange Corporate Finance Manual and “CSE Policy” means any one of them.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------



| | 2.34 | “Unissued Option Shares” means the number of Shares, at a particular
time, which has been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time
in accordance with the provisions of section 5, such adjustments to be cumulative.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.35 | “Vested” means that an Option has become exercisable in respect
of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | GRANT OF OPTIONS
| | -- | ----------------



| | 3.1 | Option Terms
| | --- | ------------



Pursuant to
paragraph 6.3 of the Plan, the Board shall have the authority to issue Options and set the terms of Options in accordance with the terms
of the Plan and applicable policies of the Exchange.



The Board
may from time to time authorize the issue of Options to Eligible Persons. The Option Price for each Option shall be not less than the
Discounted Market Price on the Grant Date.



Options
shall be subject to an Exchange Hold Period in circumstances prescribed by CSE Policies, and all Option Agreements relating to Options
which are subject to an Exchange Hold Period, and certificates representing Option Shares issued pursuant to the exercise of such Options
prior to the expiry of such Exchange Hold Period, shall bear the Exchange Hold Period legend as well as any legends required by applicable
laws.



The Expiry
Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than ten (10) years after the
Grant Date, subject to the operation of paragraph 4.5. Options shall not be assignable (or transferable) by the Optionee.



| | 3.2 | Previously Granted Options
| | --- | --------------------------



In the event
that on the date this Plan is implemented and effective (the “Effective Date”) there are outstanding stock options (the
“Pre-Existing Options”) that were previously granted by the Company pursuant to any stock option plan in place prior
to the Effective Date (a “Pre-Existing Plan”), all such Pre-Existing Options shall, effective as of the Effective Date,
be governed by and subject to the terms of the Plan.



| | 3.3 | Limits on Shares Issuable on Exercise of Options
| | --- | ------------------------------------------------



The maximum
number of Option Shares which may be reserved for issuance pursuant to Options granted under this Plan and all of the Company’s other
previously established or proposed share compensation arrangements:



| | (a) | shall not, in aggregate,exceed
that number which is equal to 10% of the Shares which are issued and outstanding on the relevant Grant Date; and for greater certainty,
Shares which were previously subject to Options which have expired or been terminated on the relevant Grant Date shall not be included
in such percentage calculation;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4







| | (b) | to any Eligible Person within a 12-month period shall not
exceed 5% of the Shares which are issued and outstanding on the relevant Grant Date unless the Company has obtained Disinterested Shareholder
Approval;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | to any one Consultant within a 12-month period shall not
exceed 2% of the Shares which are issued and outstanding on the relevant Grant Date;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | to Eligible Persons employed by the Company to carry out
Investor Relations Activities shall not, in aggregate,exceed 2% of the Shares which are issued
and outstanding on the relevant Grant Date;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | to Insiders as a group shall not exceed 10% of the Shares
which are issued and outstanding on the relevant Grant Date unless the Company has obtained Disinterested Shareholder Approval; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | to Insiders within a 12-month period shall not exceed 10%
of the Shares which are issued and outstanding on the relevant Grant Date unless the Company has obtained Disinterested Shareholder Approval;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



and Options granted to Consultants
retained to carry out Investor Relations Activities must vest in stages over 12 months with no more than 25% of such Options becoming
Vested in any three-month period.



| | 3.4 | Option Agreements
| | --- | -----------------



Each Option
shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option
Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee.



In respect
of Options granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Company is representing herein
and in the applicable Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Company or Management Company
Employee, as the case may be, of the Company or its subsidiary.



The execution
of an Option Agreement by the Company shall constitute conclusive evidence that the Options issued thereunder have been awarded in compliance
with this Plan.



| | 4. | EXERCISE OF OPTION
| | -- | ------------------



| | 4.1 | When Options May be Exercised
| | --- | -----------------------------



Subject
to paragraphs 4.3, 4.4 and 4.5, including, without limitation: (i) any restriction (including vesting requirements) on the number or percentage
of Option Shares which may be purchased by the Optionee during any particular time period; (ii) any restriction on the exercise of Options
pursuant to the requirements of a Black-Out Period or any regulatory authority having jurisdiction; and (iii) termination of the Option
in accordance with the terms of the Plan, the unexercised portion of an Option may be exercised by the Optionee in whole or in part at
any time after the Grant Date up to the Expiry Time and shall not be exercisable thereafter.



5







| | 4.2 | Manner of Exercise
| | --- | ------------------



The Option
shall be exercisable by delivering to the Company written notice specifying the number of Option Shares in respect of which the Option
is being exercised together with payment in full of the Option Price for each such Option Share by way of certified cheque, bank draft,
money order or cash. Upon receipt of such notice and payment by the Company, there will be a binding contract for the issue of the Option
Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Upon an Optionee exercising an Option
and paying the Company the aggregate purchase price for the Option Shares in respect of which the Option has been exercised, the Company
shall as soon as practicable issue and deliver a certificate representing the Shares so purchased.



| | 4.3 | Vesting of Option Shares
| | --- | ------------------------



The Board,
subject to the policies of the Exchange, may determine and impose terms upon which each Option shall become Vested in respect of Option
Shares. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set
out in paragraph 3.3 hereof, all Options granted under the Plan shall vest and become exercisable in full upon grant, except Options granted
to Consultants performing Investor Relations Activities, which Options must vest in stages over twelve months with no more than one-quarter
of the Options vesting in any three-month period. Notwithstanding the foregoing, in the event that a Pre-Existing Plan imposed vesting
requirements on a Pre-Existing Option, such vesting requirements must be satisfied before any such Pre- Existing Options shall become
Vested.



| | 4.4 | Ceasing to be an Eligible Person and Death
| | --- | ------------------------------------------



| | (a) | Death or Disability
| | --- | -------------------



If an Optionee
(or: (a) in the case of an Optionee that is not an individual, the person that controls such Optionee; or (b) in the case of an Optionee
that is a Consultant Company, all of the individuals who provide services to the Company or its subsidiaries on behalf of such Consultant
Company) shall die, any Option held by such Optionee at the date of death shall be exercisable in whole or in part only by the person
or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution
for a period ending on the earlier of: (a) one year after the date of death of the Optionee; and (b) the Expiry Time in respect of the
Option, and then only to the extent that such Optionee was entitled to exercise the Option at the date of death of such Optionee.



If the Optionee
ceases to be an Eligible Person, due to his or her Disability or, in the case of an Optionee that is a company, the Disability of the
person who provides management or consulting services to the Company or to any entity controlled by the Company, any Option held by such
Optionee at the date of Disability shall be exercisable in whole or in part for a period ending on the earlier of: (a) one year after
the date of Disability of the Optionee; and (b) the Expiry Time in respect of the Option, and then only to the extent that such Optionee
was entitled to exercise the Option at the date of Disability of such Optionee.



| | (b) | Termination For Cause
| | --- | ---------------------



If the
Optionee ceases to be an Eligible Person as a result of “termination for cause” of such Optionee by the Company or its
subsidiary (or in the case of an Optionee who is a Management Company Employee or Consultant, by the Optionee’s employer), as that
term is interpreted by the courts of the jurisdiction in which the Optionee is employed or engaged, any outstanding Option held by
such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of
that date.





6







| | (c) | Early Retirement, Voluntary Resignation or Termination
Other than For Cause
| | --- | ---------------------------------------------------------------------------



If the Optionee
ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement
date under the Company’s retirement policy then in force, or due to his or her voluntary resignation, or to his or her termination by
the Company or its subsidiary other than for cause (or, in the case of an Optionee who is a Management Company Employee or a Consultant,
the termination of the company providing management or consultant services to the Company or its subsidiary), any outstanding Option then
held by such Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of: (i)
the Expiry Time; and (ii) the date that is 90 days (or 30 days if the Optionee was engaged in Investor Relations Activities) after the
Optionee ceases to be an Eligible Person.



| | (d) | Spin-Out Transactions
| | --- | ---------------------



If pursuant
to the operation of sub-paragraph 5.3(c) an Optionee receives options (the “New Options”) to purchase securities of another
company (the “New Company”) in respect of the Optionee’s Options (the “Subject Options”), the New Options
shall expire on the earlier of: (i) the Expiry Time of the Subject Options; (ii) if the Optionee does not become an Eligible Person in
respect of the New Company, the date that the Subject Options expire pursuant to sub-paragraph 4.4(a), (b) or (c), as applicable; (iii)
if the Optionee becomes an Eligible Person in respect of the New Company, the date that the New Options expire pursuant to the terms of
the New Company’s stock option plan that correspond to sub-paragraphs 4.4(a), (b) or (c) hereof; and (iv) the date that is one (1) year
after the Optionee ceases to be an Eligible Person in respect of the New Company or such shorter period as determined by the Board.



| | (e) | Interpretation
| | --- | --------------



For purposes
of this paragraph 4.4, the dates of death, Disability, termination, retirement, voluntary resignation, ceasing to be an Eligible Person
and incapacity shall be interpreted to be without regard to any period of notice (statutory or otherwise) or whether the Optionee or his
or her estate continues thereafter to receive any compensatory payments from the Company or is paid salary by the Company in lieu of notice
of termination.



For greater
certainty, an Option that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred
to in this paragraph 4.4 occurred, shall not be or become vested or exercisable in respect of such Unissued Option Shares and shall be
cancelled.



| | 4.5 | Extension of Expiry Date During Black-Out Period
| | --- | ------------------------------------------------



If the Expiry
Date in respect of any Option occurs during or within five (5) trading days following a Black-Out Period imposed by the Company, the Expiry
Date of the Option shall be automatically extended to the date that is ten (10) trading days following the end of such Black-Out Period
(the “Extension Period”); provided that if an additional Black-Out Period is subsequently imposed by the Company during
the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Black-Out Period to
enable the exercise of such Options within ten (10) trading days following the end of the last imposed Black-Out Period.



7







| | 4.6 | Effect of a Take-Over Bid
| | --- | -------------------------



If a bona
fideoffer (an “Offer”) for Shares is made to the Optionee or to shareholders of the Company generally or to a class
of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control
person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice
of the Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchange) all Option Shares
subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee
to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:



| | (a) | the Offer is not completed within the time specified therein;
or
| | --- | ----------------------------------------------------------------



| | (b) | all of the Option Shares tendered by the Optionee pursuant
to the Offer are not taken up or paid for by the offeror in respect thereof,
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------



then the Option
Shares received upon such exercise, or in the case of sub-paragraph (b) above, the Option Shares that are not taken up and paid for, may
be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares,
the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant
to paragraph 4.3 shall be reinstated. If any Option Shares are returned to the Company under this paragraph 4.6, the Company shall immediately
refund the exercise price to the Optionee for such Option Shares.



| | 4.7 | Acceleration of Expiry Date
| | --- | ---------------------------



If at any time
when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror,
the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of
Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the
Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant
to the Offer, provided that any accelerated vesting of Options granted to Consultants performing Investor Relations Activities shall be
subject to the prior written approval of the Exchange. The Board shall give each Optionee as much notice as possible of the acceleration
of the Options under this paragraph, except that not less than 5 business days’and not more than 35 days’notice
is required.



| | 4.8 | Compulsory Acquisition or Going Private Transaction
| | --- | ---------------------------------------------------



If and whenever,
following a take-over bid or issuer bid, there shall be a compulsory acquisition of the Shares of the Company pursuant to Division 6 of
the Business Corporations Act(British Columbia) or any successor or similar legislation, or any amalgamation, merger or arrangement
in which securities acquired in a formal take-over bid may be voted under the conditions described in Section 8.2 of Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions, then following the date upon which such compulsory acquisition,
amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price,
in lieu of the number of Shares to which such Optionee was theretofore entitled to purchase upon the exercise of his or her Options, the
aggregate amount of cash, shares, other securities or other property which such Optionee would have been entitled to receive as a result
of such bid if he or she had tendered such number of Shares to the take-over bid.



8







| | 4.9 | Effect of a Change of Control
| | --- | -----------------------------



If a Change
of Control occurs, all Option Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in
whole or in part by the Optionee, subject to the approval of the Exchange, if necessary.



| | 4.10 | Exclusion From Severance Allowance, Retirement Allowance
or Termination Settlement
| | ---- | ----------------------------------------------------------------------------------



If the Optionee
retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company (including, in the case
of a Management Company Employee or Consultant, termination of the company providing such management or consulting services to the Company
or its subsidiary), the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares
which were not Vested at that time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included
in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever
in respect of such Optionee.



| | 4.11 | Shares Not Acquired
| | ---- | -------------------



Any Unissued
Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the
provisions of the Plan.



| | 5. | ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES
| | -- | ------------------------------------------------------



| | 5.1 | Share Reorganization
| | --- | --------------------



Whenever the
Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all
outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares
(each of such events being herein called a “Share Reorganization”) then effective immediately after the record date for
such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:



| | (a) | the Option Price will be adjusted to a price per Share which
is the product of:
| | --- | -------------------------------------------------------------------------------



| | (i) | the Option Price in effect immediately before that effective
date or record date; and
| | --- | -------------------------------------------------------------------------------------



| | (ii) | a fraction, the numerator of which is the total number of Shares outstanding on
that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number
of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization;
and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the number of Unissued Option Shares will be adjusted by
multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is
the reciprocal of the fraction described in clause (a)(ii).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







| | 5.2 | Special Distribution
| | --- | --------------------



Subject to the
prior approval of the Exchange, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all
holders of Shares;



| | (a) | shares of the Company, other than the Shares;
| | --- | ---------------------------------------------



| | (b) | evidences of indebtedness;
| | --- | --------------------------



| | (c) | any cash or other assets, excluding cash dividends (other
than cash dividends which the Board has determined to be outside the normal course); or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | rights, options or warrants;
| | --- | ----------------------------



then to the extent that such
dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a “Special
Distribution”), and effective immediately after the record date at which holders of Shares are determined for purposes of the
Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly
increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly
reflect any diminution in value of the Option Shares as a result of such Special Distribution.



| | 5.3 | Corporate Organization
| | --- | ----------------------



Whenever there is:



| | (a) | a reclassification of outstanding Shares, a change of Shares
into other shares or securities, or any other capital reorganization of the Company, other than as described in paragraphs 5.1 or 5.2;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | a consolidation, merger or amalgamation of the Company with or into another corporation
resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | an arrangement or other transaction under which, among other things, the business
or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the
distribution to the Company’s shareholders, or the exchange with the Company’s shareholders, of securities of the Company, or securities
of another company, or both; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | a transaction whereby all or substantially all of the Company’s undertaking and
assets become the property of another corporation;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



(any such event
being herein called a “Corporate Reorganization”) the Optionee will have an option to purchase (at the times, for the
consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of
the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities
or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof,
he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Board.



10







| | 5.4 | Determination of Option Price and Number of Unissued Option
Shares
| | --- | ------------------------------------------------------------------



If any questions
arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following
a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company’s
auditor, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia, that the Board may designate
and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.



| | 5.5 | Regulatory Approval
| | --- | -------------------



Any adjustment
to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of paragraphs
5.1, 5.2 or 5.3 is subject to the approval of the Exchange and any other governmental authority having jurisdiction.



| | 6. | MISCELLANEOUS
| | -- | -------------



| | 6.1 | Right to Employment
| | --- | -------------------



Neither this
Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with
the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to
terminate such employment.



| | 6.2 | Necessary Approvals
| | --- | -------------------



The Plan shall
be effective only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under
this Plan prior to such approval shall only be exercised upon the receipt of such approval. Disinterested Shareholder Approval (as required
by the Exchange) will be obtained for any reduction in the exercise price of any Option granted under this Plan if the Optionee is an
Insider of the Company at the time of the proposed amendment. The obligation of the Company to sell and deliver Shares in accordance with
the Plan is subject to the approval of the Exchange and any governmental authority having jurisdiction. If any Shares cannot be issued
to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Company
to issue such Shares shall terminate and any Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee
by the Company.



| | 6.3 | Administration of the Plan
| | --- | --------------------------



The Board shall,
without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary
or advisable in respect of the Plan. Except as set forth in paragraph 5.4, the interpretation and construction of any provision of the
Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of
the Company and all costs in respect thereof shall be paid by the Company.



11







| | 6.4 | Withholding Taxes
| | --- | -----------------



The Company
or any subsidiary of the Company may take such steps as are considered necessary or appropriate for the withholding and/or remittance
of any taxes which the Company or any subsidiary of the Company is required by any law or regulation of any governmental authority whatsoever
to withhold and/or remit in connection with any Option or Option exercise including, without limiting the generality of the foregoing,
the withholding and/or remitting of all or any portion of any payment or the withholding of the issue of Common Shares to be issued upon
the exercise of any Option until such time as the Optionee has paid to the Company or any subsidiary of the Company (in addition to the
exercise price payable for the exercise of Options) the amount which the Company or subsidiary of the Company reasonably determines is
required to be withheld and/or remitted with respect to such taxes.



| | 6.5 | Amendments to the Plan
| | --- | ----------------------



The Board
may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, the Exchange or any other
regulatory body having authority over the Company or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise
the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment,
revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee
under the Plan without the consent of that Optionee.



| | 6.6 | Form of Notice
| | --- | --------------



A notice
given to the Company shall be in writing, signed by the Optionee and delivered to the head business office of the Company.



| | 6.7 | No Representation or Warranty
| | --- | -----------------------------



The Company
makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.



| | 6.8 | Compliance with Applicable Law
| | --- | ------------------------------



If any provision
of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange
having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such
provision into compliance therewith.



| | 6.9 | No Assignment
| | --- | -------------



No Optionee may assign any of his
or her rights under the Plan or any option granted thereunder.



| | 6.10 | Rights of Optionees
| | ---- | -------------------



An Optionee
shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option Shares (including, without limitation,
voting rights or any right to receive dividends, warrants or rights under any rights offering).



12







| | 6.11 | Conflict
| | ---- | --------



In the event
of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.



| | 6.12 | Governing Law
| | ---- | -------------



The Plan and
each Option Agreement issued pursuant to the Plan shall be governed by the laws of the province of British Columbia.



| | 6.13 | Time of Essence
| | ---- | ---------------



Time is of the
essence of this Plan and of each Option Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality
of time.



| | 6.14 | Entire Agreement
| | ---- | ----------------



This Plan and
the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes
all prior agreements, undertakings and understandings, whether oral or written.



Approved by the Board of Directors
on May 24, 2011



Approved by the Shareholders on June 23, 2011



Approved by the Shareholders on December 13, 2012



Approved, as amended, by the Board of Directors on
August 28, 2013



Approved, as amended, by the Shareholders on September 27, 2013



Approved, as amended, by the Shareholders on December
8, 2017



Approved, as amended, by the Shareholders on December
4, 2020



13







SCHEDULE “A”



FIRST ENERGY METALS LTD.



STOCK OPTION PLAN - OPTION
AGREEMENT



[The
following legend is required in respect of Options with an Option Price based on the Discounted Market Price: Without prior written
approval of the Canadian Securities Exchange and compliance with all applicable securities legislation, the securities represented by
this agreement and any securities issued upon exercise thereof may not be sold, transferred, hypothecated or otherwise traded on or through
the facilities of the Canadian Securities Exchange or otherwise in Canada or to or for the benefit of a Canadian resident untill,
20l [four months and one day
after the date of grant].]



This Option Agreement is entered
into between l (the “Company”) and the Optionee named below
 pursuant to the Company’s
Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:



| | 1. | on l, 20l (the “Grant Date”);
| | -- | -----------------------------



| | 2. | l (the “Optionee”);
| | -- | -------------------



| | 3. | was granted the option (the “Option”) to purchase l
Common Shares (the “Option Shares”) of the Company;
| | -- | -------------------------------------------------------------------------------------------------------



| | 4. | for the price (the “Option Price”) of $l per share;
| | -- | ---------------------------------------------------



| | 5. | which shall be exercisable immediately commencing on the Grant Date [OR set forth applicable vesting
schedule];
| | -- | ---------------------------------------------------------------------------------------------------------------



| | 6. | terminating on the l, 20l (the “Expiry
Date”);
| | -- | ----------------------------------------------



all on the terms and subject to the conditions set out in
the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in
this Option Agreement and the Plan.



The Optionee
acknowledges that any Option Shares received by him upon exercise of the Option have not been registered under the United States Securities
Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the “Securities Acts”). The Optionee acknowledges
and understands that the Company is under no obligation to register, under the Securities Acts, the Option Shares received by him or to
assist him in complying with any exemption from such registration if he should at a later date wish to dispose of the Option Shares.



The Optionee
acknowledges that the Optionee has had adequate opportunity to obtain advice of independent tax counsel with respect to the tax treatment
of the Option.



By signing
this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions
of the Plan and this Option Agreement.



Acknowledgement – Personal Information



The Optionee hereby acknowledges and consents to:



| | (a) | the disclosure to the Canadian Securities Exchange and all
other regulatory authorities of all personal information of the undersigned obtained by the Company; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the collection, use and disclosure of such personal information
by the Canadian Securities Exchange and all other regulatory authorities in accordance with their requirements, including the provision
to third party service providers, from time to time.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



IN WITNESS WHEREOF the parties hereto have executed this
Option Agreement as of the l day of l, 20l.



|           |  | FIRST ENERGY METALS LTD.
|---------- |  | ------------------------
|           |  |                         
|Signature  |  |                         
|           |  |                         
|Print Name |  | Per:                    
|           |  | Authorized Signatory    
|Address    |  |                         



14