Exhibit 4.12


 


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS
BEEN REDACTED.


 


ARRAS MINERALS CORP.


MANAGEMENT RETENTION BONUS PLAN


 


 


This Agreement is made and dated for reference the
15th day of April,  2021


 


BETWEEN:


 


 


ARRAS MINERALS CORP. of Suite 1610, 777 Dunsmuir St., Vancouver
BC, Canada (“Arras” or the “Company”); and


 


TIMOTHY BARRY of Suite 1610, 777 Dunsmuir St., Vancouver,
BC, Canada (“Barry”); and


 


BRIAN EDGAR of Suite 1610, 777 Dunsmuir St., Vancouver,
BC, Canada (“Edgar”); and


 


CHRISTOPHER RICHARDS of Suite 1610, 777 Dunsmuir St., Vancouver,
BC, Canada (“Richards”); and


 


DAVID XUAN of Suite 1610, 777 Dunsmuir St., Vancouver,
BC, Canada (“Xuan”).


 


WHEREAS:


 


	Silver Bull Resources, Inc. (“SB”) employs
Barry, Edgar, Richards and Xuan (collectively, “Management”) to manage the day-to-day affairs of Arras, with the intention
that Arras will employ Management in due course independently of SB; and






	Members of Management have worked very hard for, in some
cases over a decade, to advance the exploration project known as Sierra Mojada, during perhaps the most difficult times for mineral exploration
in memory culminating in attracting South 32 to participate in the project through a joint venture agreement; and






	Members of Management were instrumental in sourcing and
contracting outstanding mineral exploration opportunities in Kazakhstan resulting in the incorporation of Arras as a subsidiary of SB
solely focussed on exploring and developing all acquired assets in Kazakhstan; and






	Members of Management have for over a decade taken only
modest cash compensation and have never been able to materially capitalize on stock option appreciation; and






	Members of Management have made significant investments
in SB in the past, at $4.00/share (post 1-for-8 share consolidation) and higher resulting in material paper losses; and






	Going forward, Management needs not only to continue to
manage Sierra Mojada but to manage and finance Arras; and






	SB and Arras have concluded that Management is best equipped
to manage SB’s and Arras’ affairs into the future and desires to implement this bonus plan to provide part of the compensation
package designed to motivate and retain Management.



 






    	  





    	 



    

 


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and other good and valuable consideration the receipt and sufficiency whereof is hereby acknowledged by the Parties, the
Parties hereby agree as follows:


 


1.       Arras hereby established its
Management Retention Bonus Plan (the “Plan”) under the following terms.


 


2.       [***], and Arras
agrees to pay Management a cash bonus of $2,500,000 CDN (all funds herein are $CDN) when and if Arras’ market capitalization reaches
at least $250,000,000 for 5 consecutive trading days being 1% of such market capitalization.


 


3.       In addition, Arras agrees to
pay Management a cash bonus of $2,500,000 when and if Arras’ market capitalization reaches at least $500,000,000 for
5 consecutive trading days being 1% of Arras’ market capitalization appreciation from $250,000,000.


 


4.       In addition, Arras agrees to
pay Management a cash bonus of $5,000,000 when and if Arras’ market capitalization reaches at least $1,000,000,000 for 5 consecutive
trading days being 1% of Arras’ market capitalization appreciation from $500,000,000.


 


5.       In the event that Arras is
the subject of a successful takeover bid, the 1% bonus shall be paid if the bid exceeds $250,000,000 and be equal to 1% of the bid price
less any 1% bonus that may have been previously paid.


 


6.       Management shall share the
above bonuses as follows:




	a.)	Barry	45%
	b.)	Edgar	30%
	c.)	Richards	15%
	d.)	Xuan	10%



 


7.        This Agreement has a term
of 6 years and in order for Management to earn bonus payments, the market capitalization minimums (or takeover bid) described above must
be achieved within 6 years of the date hereof.  Thereafter, no bonus will be payable.


 


8.        The Plan is in addition to
any other compensation that may be offered to Management in the future by either SB or Arras.


 


9.        As stated above a key goal
of creating the Plan is retention and any bonus payable in the future to a Party will be cancelled (subject to the discretion of the Board)
if a Party is not employed directly or indirectly by Arras when a bonus is earned and becomes payable.


 


10.        Arras shall not be obligated
to pay a bonus under this agreement if it lacks funds at the time.  In such case, interest at 5% per annum compounded shall accrue
until the bonus plus interest is fully paid.  Arras may elect to settle any bonus debt by issuing and delivering shares of Arras
for such debt valued at the 20 trading day VWAP for Arras’ shares on the market calculated up to the day before the issue of the
shares, less 5%.


 


 





[***]
INDICATES THAT INFORMATION HAS BEEN REDACTED


 


 






    	  





    	 



    

 


11.       Time shall be the essence
of this agreement.


 


12.       All notices to be given by
the Parties shall be hand delivered to the above address or delivered by email to a Party’s SB or Arras email address.  Any
such notice shall be deemed delivered the day after delivery.  A Party may change his address by notice to the other Parties.


 


13.       This is a British Columbia,
Canada agreement and the laws and courts of such Province shall have exclusive jurisdiction in settling any disputes concerning this agreement.


 


14.       This agreement may not be
assigned.


 


IN WITNESS WHEREOF the Parties have executed this Agreement
as of the date and year first above written.


 


 


ARRAS MINERALS CORP.


 








 


Per:
/s/ John McClintick


John
McClintock 


 


SIGNED,
SEALED AND DELIVERED:


 


 


Timothy
Barry/s/ Timothy Barry 


 


Witness:
/s/ Christopher Richards


 


 


Brian
Edgar/s/ Brian Edgar   


 


Witness:
/s/ Christopher Richards


 


 


Christopher
Richards/s/ Christopher Richards  


 


Witness:
/s/ David Xuan


 





 


David
Xuan/s/ David Xuan   


 


Witness:
/s/ Christopher Richards