Exhibit 4.21


 


CONSULTING
AGREEMENT


 


THIS
AGREEMENT made as of the 1st of October 2021 the “Effective Date”) and amended on the 9th day of February
2022 the “Amended Date”. 


 




		BETWEEN:	ARRAS
MINERALS CORP.



 


(the
"Corporation" or “Arras”)


 


OF
THE FIRST PART


 


		AND:	WESTCOTT
                                            MANAGEMENT LTD.



 


(the
"Consultant")


 


OF
THE SECOND PART


 


WHEREAS:


 


		A.	The
                                            Corporation wishes to engage the Consultant to provide management consulting services to
                                            the Corporation in connection with the mineral exploration and management activities of the
                                            Corporation on its current and future mineral properties in which the Corporation has an
                                            ownership or optioned interest (the “Properties”); and



 


		B.	The
                                            Corporation and the Consultant wish to specify the terms of the engagement herein.



 


NOW
THEREFORE, IN CONSIDERATION OF the covenants and agreements contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


		1.	Relationship
                                            and Duties



		1.1	Subject
                                            always to the general control and direction of the Corporation, the Consultant shall act
                                            and be retained to act, during the term of this Agreement, as a consultant to the Corporation
                                            or any subsidiary or subsidiaries of the Corporation, pursuant to the terms and conditions
                                            contained herein and as further particularized in this Section 1.



		1.2	The Consultant
                                            agrees that (a) it shall act as President and perform the Services of such a position for
                                            Corporation (as described in Schedule A); (b) it shall cause the Consultant’s Representative
                                            to devote his best efforts, skills and attention to the performance of his duties and responsibilities
                                            in respect of the offices of the Corporation or any of its subsidiaries to which he is appointed;
                                            and (c) any business that the Consultant or the Consultant’s representative propose
                                            to undertake outside of the consultancy contemplated which could potentially overlap with
                                            Arras’ work with particular focus in Kazakhstan shall require pre-approval of the Board
                                            of Directors of the Corporation.



		1.3	The Consultant
                                            acknowledges that the Consultant’s Representative shall be appointed by the Corporation
                                            as President of the Corporation and to hold such other offices as the Corporation and Consultant
                                            deem appropriate.



 






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		1.4	The
                                            Consultant's duties will generally be to provide the Corporation with managerial services
                                            and assistance in its mineral exploration activities and to perform duties and responsibilities
                                            assigned to it from time to time by the CEO & Board of Directors of the Corporation and
                                            to cause the Consultant’s Representative to discharge such duties as are commensurate
                                            with the Consultant’s Representative’s position with the Corporation (collectively,
                                            the "Services").



		1.5	The Consultant
                                            shall (and shall cause the Consultant’s Representative to) perform the Services to
                                            the best of its ability and in a responsible, professional manner commensurate with its experience,
                                            expertise and within acceptable industry standards and shall devote as much time and resources
                                            to its performance of the Services as is required to achieve such standards which are envisioned
                                            to be non-exclusive. The Corporation understands that Westcott Management Ltd. may have other
                                            clients (including Silver Bull Resources, Inc.) as is consistent with a consultant rather
                                            than an employee. The Consultant shall promote the interest and goodwill of the Corporation.



		1.6	The Consultant
                                            shall provide the Services as an independent contractor. The Consultant and the Consultant’s
                                            Representative shall not be deemed to be, or represent themselves as, a representative or
                                            agent of the Corporation, except as expressly provided in writing by the Corporation and
                                            is consistent with the title of the position(s) held.



		1.7	The Consultant
                                            shall comply with all applicable statutes and regulations and the lawful requirements and
                                            directions of any governmental authority having jurisdiction with respect to the Services
                                            it provides including the obtaining of all necessary permits and licences.



		1.8	The Consultant
                                            shall refer to the CEO & Board of Directors of the Corporation all matters and transactions
                                            in which a real or perceived conflict of interest between the Consultant and the Corporation
                                            or any of its subsidiaries may arise. The Consultant shall not proceed with any such matter
                                            objected to by the CEO or Board of Directors of the Corporation.



		1.9	For the
                                            purposes of this Agreement the “Consultant’s Representative” is Darren
                                            Klinck.




		2.	Term of Agreement



		2.1	The Consultant may terminate their engagement with the Corporation by giving not less than ninety (90) days written notice to the Corporation.
At the time the Consultant provides the Corporation with notice to terminate the engagement, or at any time thereafter, the Corporation
shall have the right to elect to terminate the Consultant’s engagement at any time prior to the effective date of the Consultant’s
last day, and upon such election, shall provide to the Consultant a lump sum payment equal to the pro-rata Annual Fee then in effect
for the number of days that remain outstanding to the effective date of the Consultant’s last day of service



		3.	Termination




		3.1	The term
                                            of this Agreement shall be effective from October 1, 2021 (the “Effective Date”)
                                            and shall continue until this Agreement is terminated in accordance with Section 3 of this
                                            Agreement.



 






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		3.2	Termination
                                            by Corporation Without Cause. The Consultant may at any time terminate its agreement
                                            with the Corporation for “Good Reason”, and the Corporation may at any time terminate
                                            the Consultant’s agreement without Cause and without any advance notice, and upon such
                                            cessations of the engagement (but excluding any Change of Control Terminations as set out
                                            in Section 3.7 of the Agreement), the Corporation may terminate this Agreement without Cause
                                            at any time by providing the Consultant with written notice of termination and a lump sum
                                            payment equal to:



		(A)	Six (6)
                                            months of the Monthly Fee if the Consultant’s engagement agreement is terminated within
                                            the first year from the Effective Date; or



		(B)	After one
                                            (1) year from the Effective Date, twelve (12) months of the Monthly Fee, plus one (1) month’s
                                            monthly fee for each additional year of engagement from the Effective Date, up to a maximum
                                            of twenty-four (24) month’s Monthly Fee plus a pro-rata cash bonus using the annual
                                            performance bonus as outlined in Section 4.2.



		(C)	If the Corporation
                                            terminates this Agreement without Cause within three (3) months of a Change of Control of
                                            the Corporation, the Corporation must pay the Consultant twenty-four (24) months of Monthly
                                            fee plus a lump sum payment equal to two (2) annual cash bonuses calculated utilizing the
                                            annual performance bonus outlined in Section 4.2 at the time of termination.



		(D)	If Termination
                                            falls under Section 3.2(a),(b),(c) or 3.3 then the Corporation will continue the benefits
                                            provided under any insured standard benefit plan provided by the Corporation for twelve (12)
                                            months from the date of the termination, provided the Corporation is able to do so under
                                            the terms of the plan (with any continuation of benefits being subject to the terms and conditions
                                            of the plan provider);



		3.3	Termination
                                            By Consultant Following a Change of Control. With Good Reason, the Consultant may
                                            elect, within six (6) months of a Change of Control of the Corporation to terminate their
                                            engagement and this Agreement upon providing written notice of termination to the Corporation.
                                            Upon receipt of such notice of termination in accordance with this, the Corporation must
                                            pay the Consultant twenty-four (24) months of the Monthly Fee plus a lump sum payment equal
                                            to two (2) annual cash performance bonuses outlined in Section 4.2 at the time of termination..



		3.4	Termination
                                            by the Corporation for Fundamental Breach. Notwithstanding any other provision of
                                            this Agreement, the Corporation may on written notice to the Consultant immediately terminate
                                            this Agreement with the Corporation at any time for Fundamental Breach, without notice or
                                            pay in lieu of notice or any other form of compensation, severance pay or damages resulting
                                            from, without limitation, fraud, dishonesty, illegality, breach of statute or regulation,
                                            gross incompetence or misuse of alcohol or drugs.







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		3.5	Directorship
                                            and Offices. Upon the termination of the Agreement between the Consultant and the
                                            Corporation, the Consultant shall immediately resign any directorship or office held in the
                                            Corporation or any respective parent, subsidiary or affiliated companies of the Corporation
                                            and, except as provided in this Agreement, the Consultant shall not be entitled to receive
                                            any written notice of termination or payment in lieu of notice, or to receive any severance
                                            pay, damages or compensation for loss of office or otherwise, by reason of the resignation
                                            or resignations referred to in this Section 3.


 



		3.6	Annual
                                            Bonus Upon Termination. The Consultant’s participation in any and all annual
                                            bonus plans shall cease immediately on the date the Consultant receives or gives notice of
                                            termination of this Agreement and the Consultant shall only be entitled to receive any Annual
                                            Bonus pro-rated to the date the Consultant receives notice of termination without cause.



		3.7	No
                                            Additional Payments. The Consultant acknowledges and agrees that unless otherwise
                                            expressly agreed in writing between the Consultant and the Corporation, the Consultant shall
                                            not be entitled, by reason of the Consultant’s relationship with the Corporation or
                                            by reason of any termination of their agreement by the Corporation, for any reason, to any
                                            remuneration, compensation or other benefits other than those expressly provided for in this
                                            Agreement. The Consultant further acknowledges and agrees that any amounts paid to the Consultant
                                            pursuant to this Section 3 are inclusive of any amounts that may be payable under any statute
                                            of Canada in respect of compensation for length of service, notice of termination or severance
                                            pay.



		4.	Consultant's
                                            Fees and Benefits



		4.1	Subject
                                            to Section 1.1 and any adjustments on an annual review, the Consultant shall be remunerated
                                            for providing the Services during the term of this Agreement by payment of a “Monthly
                                            Fee” of C$25,000 plus GST equalling C$300,000 per year (the “Annual Fee”)
                                            + GST.



		4.2	In addition
                                            to the Annual Fee, the consultant shall be eligible to participate in the Corporation’s
                                            annual performance bonus (the “Bonus”) of up to fifty (50) percent of the Annual
                                            Fee, or a target amount as determined by the Board of Directors. The amount of the Bonus
                                            shall be determined by the Board of Directors, in its sole discretion, based on certain financial
                                            and operating goals and individual performance objectives as defined by the Board of Directors
                                            in its sole discretion. The Consultant acknowledges that there is no assurance that any Bonus
                                            will be paid in any given year, that the Bonus arrangements will remain unchanged or that
                                            the Bonus will be of the same amount in any future year as in any past year. Subject to the
                                            requirements of Section 3 of this Agreement, in the event the Consultant gives or receives
                                            notice of termination of engagement, all entitlement to receive a Bonus shall cease (except
                                            for: Bonuses that have already been paid to the Consultant by the Corporation; any Bonuses
                                            that have been awarded to the Consultant by the Corporation in respect of an already completed
                                            financial year of the Corporation but which have not yet been paid by the Corporation to
                                            the Consultant; and Bonuses that have been earned by the Consultant but not paid to the Consultant
                                            by the Corporation however, in this latter instance, the Bonus shall be paid on a pro rata
                                            basis, up to but not beyond the termination date, based on the financial and operating goals
                                            and individual performance objectives that had been set by the Board of Directors).



		4.3	Retention
                                            Bonus. The Consultant will be eligible to receive C$500,000 (all funds hereafter are
                                            C$) when and if the Corporation’s market capitalization reaches at least $250,000,000
                                            for 5 consecutive trading days being 0.2% of such market capitalization. For the purposes
                                            of this section, “market capitalization” shall be calculated using the prevailing
                                            share price multiplied by the shares outstanding.



 






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		(a)	In
                                            addition, the Corporation agrees to pay the Consultant a cash bonus of $500,000 when and
                                            if the Corporation’s market capitalization reaches at least $500,000,000 for 5 consecutive
                                            trading days being 0.2% of the Corporation’s market capitalization appreciation from
                                            $250,000,000.



		(b)	In
                                            addition, the Corporation agrees to pay the Consultant a cash bonus of $1,000,000 when and
                                            if the Corporation’s market capitalization reaches at least $1,000,000,000 for 5 consecutive
                                            trading days being 0.2% of the Corporation’s market capitalization appreciation from
                                            $500,000,000.



		(c)	In
                                            the event that the Corporation is the subject of a “Change of Control”, the 0.2%
                                            Retention Bonus shall be paid if the market capitalization of the Corporation is equal to
                                            or greater than $250,000,000 at any point prior to the closing of the transaction and be
                                            equal to 0.2% of the bid price less any 0.2% Retention Bonus that may have been previously
                                            paid.



		(d)	The
                                            market capitalization targets (or successful takeover bid target) are to be achieved by April
                                            15, 2027, in order for the Consultant to earn any of the bonus payments in the Section 4.3.
                                            Thereafter, no such bonuses will be payable.



		(e)	Any
                                            Retention Bonus will be cancelled if and when this Agreement is terminated prior to the Retention
                                            Bonus becoming payable.



		(f)	At
                                            the sole discretion of the Board of Directors, the Corporation shall not be obligated to
                                            pay a Retention Bonus in cash if it lacks funds at the time. In lieu of cash, the Board of
                                            Directors may choose to settle any bonus debt by issuing and delivering shares of the Corporation
                                            for such debt valued at the 5-day trading VWAP for the Corporation’s shares on the
                                            market calculated up to the day before the issue of the shares.



		4.4	The Corporation
                                            shall pay for (or reimburse) the insurance plan premiums (including major medical, dental,
                                            term life, liability, and disability.



		4.5	The Consultant
                                            will be responsible for submitting to the necessary tax offices any Goods and Services Tax
                                            (“GST”), Harmonized Sales Tax (“HST”), income or other taxes which
                                            may be applicable to the fees or benefits payable or deemed paid pursuant to this Section
                                            4, including the Annual Fee.



		4.6	The Corporation
                                            will provide general liability protection and directors and officers liability protection
                                            and ensure that the Articles of Incorporation also provide general liability protection and
                                            indemnification for directors and officers as approved by the Board of Directors of the Corporation.



		5.	Reimbursement
                                            of Expenses



		5.1	The Consultant
                                            shall be reimbursed for all direct out-of-pocket expenses actually, reasonably and properly
                                            incurred by it in connection with its provision of the Services and for the benefit of the
                                            business of the Corporation or its subsidiaries, provided such expenses are appropriately
                                            documented and reasonable.




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		6.	Confidential
                                            Information



		6.1	The Consultant
                                            acknowledges that, by reason of this Agreement, the Consultant will have access to Confidential
                                            Information of the Corporation that the Corporation has spent time, effort and money to develop
                                            and acquire. For the purposes of this Agreement any reference to the “Corporation”
                                            shall mean the Corporation, and such respective affiliates and subsidiaries as may exist
                                            from time to time.



		6.2	The Consultant
                                            acknowledges that the Confidential Information is a valuable and unique asset of the Corporation
                                            and that the Confidential Information is and will remain the exclusive property of the Corporation.



		6.3	The Consultant
                                            agrees to and will ensure that the Client’s Representative will maintain securely and
                                            hold in strict confidence all Confidential Information received, acquired or developed by
                                            the Consultant or disclosed to the Consultant as a result of or in connection with the Management
                                            Consulting Agreement with the Corporation. The Consultant agrees that, both during its tenure
                                            with the Corporation and after the termination of the agreement, neither the Consultant nor
                                            the Consultant’s Representative will, 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 his duties hereunder
                                            or as may be consented to by prior written authorization of the Corporation.



		6.4	The obligation
                                            of confidentiality imposed by this Agreement shall not apply to information that appears
                                            in issued patents or printed publications, that otherwise becomes generally known in the
                                            industry through no act of the Consultant in breach of this Agreement, or that is required
                                            to be disclosed by court order or applicable law.



		6.5	The Consultant
                                            understands that the Corporation 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 the Corporation has agreed to keep confidential. The Consultant agrees that all such
                                            information shall be Confidential Information for the purposes of this Agreement.



		6.6	The Consultant
                                            agrees that documents, copies, records and other property or materials made or received by
                                            the Consultant that pertain to the business and affairs of the Corporation, including all
                                            Confidential Information which is in the Consultant’s possession or under the Consultant’s
                                            control are the property of the Corporation and that the Consultant will return same and
                                            any copies of same to the Corporation immediately upon termination of the Consultant’s
                                            employment or at any time upon the request of the Corporation.



		7.	Restricted Activities



		7.1	Restriction
                                            on Competition. The Consultant covenants and agrees with the Corporation that neither
                                            the Consultant nor the Consultant’s Representative will, without the prior written
                                            consent of the Corporation, at any time during his employment or for a period of three (3)
                                            months following the termination of the Consultant’s engagement, for any reason, either
                                            individually or in partnership or in conjunction with any person, whether as principal, agent,
                                            shareholder, director, officer, employee, investor, or in any other manner whatsoever, directly
                                            or indirectly, advise, manage, carry on, be engaged in, own or lend money to, or permit the
                                            Consultant’s name or any part thereof to be used or employed by any person managing,
                                            carrying on or engaged in a business anywhere in Kazakhstan or other jurisdiction in which
                                            the Corporation is carrying on the business of mineral exploration which is in direct competition
                                            with the business of the Corporation. The restrictions set forth in this Section 7.1 shall
                                            terminate and shall not apply to the Consultant where the Management Consulting Agreement
                                            is terminated by the Corporation following a Change of Control.







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		7.2	Restriction
                                            on Solicitation. The Consultant shall not, at any time during their engagement or
                                            for a period of six (6) months after the termination of the Consultant’s engagement,
                                            for any reason, without the prior written consent of the Corporation, for his account or
                                            jointly with another, either directly or indirectly, for or on behalf of himself or any individual,
                                            partnership, corporation or other legal entity, as principal, agent, employee or otherwise,
                                            solicit, influence, entice or induce, attempt to solicit, influence, entice or induce:



		(A)	any person
                                            who is employed by the Corporation to leave such employment; or



		(B)	any person,
                                            firm or corporation whatsoever, who is or was, at any time in the last twelve (12) months
                                            of the Consultant’s engagement with the Corporation, a customer or supplier of the
                                            Corporation or any affiliate or subsidiary of the Corporation, to cease its relationship
                                            with the Corporation or any affiliate or subsidiary of the Corporation.



		7.3	Corporate
                                            Opportunities. During the term of this Agreement, the Consultant will offer to the
                                            Corporation any investment or other opportunity generally in the geographic area (in the
                                            province of Pavlodar, Kazakhstan, and the business in which the Corporation operates, of
                                            which he may become aware.  If after 10 working days the Board of Directors of the Corporation
                                            refuses the opportunity to participate in the investment or venture, the Consultant is free
                                            to seek other alternatives only during his private time.



		7.4	Restriction
                                            on Investments. The Consultant or the Consultant’s Representative may make
                                            passive investments in public companies involved in industries in which the Corporation operates,
                                            provided any such investment does not exceed a 10% equity interest, unless the Consultant
                                            obtains consent to acquire an equity interest exceeding 10% by consent of the Chief Executive
                                            Officer of the Corporation.



		8.	Enforcement



		8.1	The Consultant
                                            acknowledges and agrees that the covenants and obligations under Sections 6 and 7 are reasonable,
                                            necessary and fundamental to the protection of the Corporation’s business interests,
                                            and the Consultant acknowledges and agrees that any breach of these Sections by the Consultant
                                            would result in irreparable harm to the Corporation and loss and damage to the Corporation
                                            for which the Corporation could not be adequately compensated by an award of monetary damages.
                                            Accordingly, the Consultant agrees that, in the event the Consultant violates any of the
                                            restrictions referred to in Sections 6 or 7, this shall be considered grounds for termination
                                            with no severance and the Corporation shall suffer irreparable harm and shall be entitled
                                            to preliminary and permanent injunctive relief and any other remedies in law or in equity
                                            which the court deems fit.







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		9.	Severability



		9.1	The invalidity
                                            or unenforceability of any provision of this Agreement will not affect the validity or enforceability
                                            of any other provision or part hereof, and any invalid provision will be severable from this
                                            Agreement in whole or in part.



		10.	Notice



		10.1	Any notice
                                            required or permitted to be given hereunder, shall be given by registered mail or by personal
                                            delivery or telecopy to the party for whom it is intended, addressed as indicated on the
                                            first page hereof or at such other address as the recipient party shall provide in writing
                                            to the delivering party. Any notice delivered personally or by telecopy to the party to whom
                                            it is addressed, shall be deemed to have been given and received on the day it is so delivered
                                            or, if such day is not a business day, then on the next business day following any such day.
                                            Any notice mailed shall be deemed to have been given and received on the fifth business day
                                            following the date of mailing.



		11.	Confidentiality
                                            of Agreement



		11.1	The parties
                                            agree that this Agreement is confidential and shall remain so after its termination and that
                                            it or its contents shall not be divulged by any party without the consent in writing of the
                                            other party, with the exception of disclosure to personal advisors and any disclosure required
                                            by the laws of any jurisdiction in which the business of the Corporation or its subsidiaries
                                            is conducted or may be conducted in future or by the laws of any jurisdiction to which the
                                            Corporation or any of its associated or affiliated corporations are subject.



		12.	Indemnity



		12.1	The Corporation
                                            will indemnify the Consultant and save him harmless from and against:



		(A)	any and
                                            all demands, costs, payments, assessments, claims or damages payable to any person for suits
                                            or claims or other actions made against the Corporation or the Consultant in connection with
                                            the Services rendered by the Consultant to the Corporation,



		(B)	any and
                                            all demands, costs, payments, assessments, claims or damages claims arising from loss or
                                            damage to property, or injury to, or death of, any person or persons, and



		(C)	such other
                                            liability of any nature or kind to which the Consultant may be subject, arising from or in
                                            any way out of the provision of Services by the Consultant under this Agreement. Such indemnity
                                            shall cover any and all liability of the Consultant, including all expenses, costs and legal
                                            fees incurred in connection therewith. Notwithstanding the foregoing, the foregoing indemnity
                                            shall not apply where a court of competent jurisdiction, in a final judgment that has become
                                            non-appealable, has determined that:







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		(ii)	the Consultant,
                                            in the course of performing the Services, has been negligent or dishonest, has engaged in
                                            willful misconduct, or has acted in bad faith or committed any fraudulent act; and



		(iii)	the expenses,
                                            losses, claims, damages or liabilities, as to which indemnification is claimed, were directly
                                            caused by such negligence, dishonesty, willful misconduct, bad faith or fraud.



		12.2	With respect
                                            to all demands, costs, payments, assessments, claims or damages payable to any authority
                                            for source deductions, goods and services tax, harmonized sales tax, and any other remittance
                                            obligations arising with respect to payment to the Consultant hereunder or on account of
                                            loss or damage to property, or injury to, or death of, any person or persons arising from
                                            or out of the provision of Services by the Consultant under this Agreement, the Consultant
                                            shall indemnify and save the Corporation harmless from and against any and all liability
                                            for such demands, costs, payments, assessments, loss, damage, injury or death, including
                                            any expenses, costs and legal fees incurred in connection therewith, expect for liability
                                            on account of loss or damage to property, or injury to, or death of, any person as may arise
                                            solely out of the Corporation’s negligence.



		13.	Further Assurances



		13.1	The parties
                                            hereto undertake to do, sign, execute and deliver such other things, deeds or documents accessory
                                            or useful for the purpose of giving full effect to this Agreement with signatures on the
                                            signature page.



		14.	Governing Law



		14.1	This Agreement
                                            is governed by and is to be construed, interpreted and enforced in accordance with the laws
                                            of the Province of British Columbia, and the laws of Canada applicable therein.



		15.	Enurement



		15.1	This Agreement
                                            enures to the benefit of and is binding upon the parties and their respective successors
                                            or assigns.



		16.	Entire Agreement



		16.1	As of its
                                            date of execution, this Agreement constitutes the entire agreement between the parties and
                                            supersedes all prior agreements between the parties. The parties agree that there are no
                                            other collateral agreements or understandings between them except as provided in this Agreement.



		17.	Assignment



		17.1	The Consultant
                                            may not assign this Agreement or provide the services of any individual or Corporation other
                                            than that stated above without the written consent of the Corporation.



		18.	Amendment



		18.1	This Agreement
                                            may be amended only in writing by the parties hereto.



		19.	Interpretation



		19.1	In this
                                            Agreement, a “business day” means a day other than Saturday, Sunday or a statutory
                                            holiday in the relevant jurisdiction.



 






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		19.2	All headings
                                            in this Agreement are for convenience only and shall not be used in the interpretation of
                                            this Agreement.



		20.	Survival



		20.1	Sections
                                            7.2, 10 and 11 shall survive the termination of this Agreement and shall continue in full
                                            force and effect according to their terms. Counterparts and Delivery by Facsimile



		20.2	This Agreement
                                            may be executed in any number of counterparts, each of which when executed and delivered
                                            is an original but all of which taken together will constitute one and the same instrument.
                                            Any party hereto may deliver an executed copy of this Agreement by facsimile



 


IN
WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.


 









	ARRAS
MINERALS CORP.	)	 
	 	)	c/s
	Per:	)	 
	 	)	 
	/s/ Timothy Barry	)	 
	Authorized Signatory	)	 



 


 









	




WESTCOTT MANAGEMENT
LTD.



  	)	 
	 	)	c/s
	Per:	)	 
	 	)	 
	 /s/ Darren Klinck	)	 
	Authorized Signatory	)	 




 


 


 


 




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SCHEDULE “A”


SERVICES


Working closely with
the CEO, the President shall have responsibility for providing strategic leadership and vision to the Corporation and for establishing,
implementing and over-seeing the long-range goals, strategies, plans and policies of the Corporation. The President supports the CEO
in creating value for the Corporation’s shareholders over the long term while ensuring that the Corporation’s critical short
term performance goals are met and are met in a way that optimizes the Corporation’s ability to create value over the long term.


 


Responsibilities


 


The President will
report to and work closely with the CEO on all facets of the Corporation’s business, including:


		·	Assisting
                                            and backing up the CEO in the discharge of the responsibilities of the CEO.



		·	Setting
                                            company objectives and creating the strategic plan; establishing both annual and long-term
                                            operation and capital plans with the design to create shareholder value.



		·	Direct
                                            the implementation of the Corporation’s strategic plan, with routine review as required
                                            through:



		o	Active
                                            promotion of the Corporation’s strategic vision throughout the organization;



		o	Implementing
                                            robust strategic and operational planning and reporting processes;



		o	Continuously
                                            evaluating industry trends and events that may affect strategy;



		o	Creating
                                            a corporate structure designed to best implement strategic action plan; and



		o	Managing
                                            and integrating business units as appropriate.



		·	Act
                                            as a senior spokesperson for the Corporation; creating and maintaining positive relationships
                                            between the Corporation and its employees, shareholders, regulatory officials and community
                                            stakeholders.



		·	Build
                                            effective relationships with key executives and operational staff; and provide oversight
                                            of day-to-day activities of the business as required; ensuring operational and financial
                                            milestones are met, with the requisite controls and audits in place to safeguard performance,
                                            and with the ability to amend where required, with the objective of maximizing profitability
                                            and growth.



		·	Ensure
                                            that resources and processes are implemented and maintained, and are effective in providing
                                            accurate and comprehensive evaluative information, including the development of operating
                                            protocols, sustainability practices and community engagement, while respecting and adhering
                                            to all local customs, laws, rules and regulations.



		·	Act
                                            as a primary lead for all company marketing efforts; playing an active role in marketing
                                            for new shareholders, as well as communicating with existing investors, analysts and investment
                                            banks, raising the corporate profile and capital, if required.



		·	Ensure
                                            that appropriate key performance metrics and assessments are established for the senior leadership
                                            team and employees, and monitor performance against those objectives.



		·	Together
                                            with the Chief Financial Officer and other senior management, as appropriate, establish,
                                            maintain and ensure the implementation of the Corporation’s disclosure controls and
                                            procedures, internal controls over financial reporting, and processes for the certification
                                            of the public disclosure documents required under applicable legislation, regulatory requirements
                                            and policies.



		·	Set
                                            the tone for the organization; leading by example and acting beyond reproach, so that all
                                            employees, consultants and contractors enact the same. Work to create a positive company
                                            culture where all employees are engaged and committed to creating a safe, efficient, thoughtful
                                            and profitable business.



		·	Maintain
                                            a visible presence within the mining and minerals sector to ensure that the Corporation may
                                            capitalize on future prospective opportunities.




 






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SCHEDULE “B”


DEFINITIONS


The
following terms shall have the following definitions:


		(a)	“Annual
                                            Fee” means equal to twelve (12) Monthly Fees 



		(b)	“Total
                                            Annual Compensation” means an Annual amount that is the combination of:



		(i)	the Annual
                                            Fee as of the date the cessation of the Consultant’s engagement with the Corporation;
                                            and



		(ii)	an amount
                                            equal to the annual average of Bonuses actually paid to the Consultant by the Corporation
                                            during the Consultant’s three (3) most recent years of engagement with the Corporation,
                                            or, if the Consultant has not been engaged for three (3) years with the Corporation since
                                            the Effective Date, an amount equal to the greater of the following amounts:



		(A)	the annual
                                            average of Bonuses, if any, actually paid to the Consultant by the Corporation since the
                                            Effective Date; or



(B)       50%
of the Annual Fee in effect at the time of the Consultant’s cessation of engagement with the Corporation.


 


		(c)	“Board”
                                            means the Board of Directors of the Corporation;



		(d)	“Change
                                            of Control” means the occurrence of one or more of the following events after the
                                            Effective Date of this Agreement:



		(i)	a sale,
                                            lease or other disposition of all or substantially all of the assets of the Corporation,
                                            



		(ii)	a consolidation
                                            or merger of the Corporation with or into any other corporation or other entity or person
                                            (or any other corporate reorganization) in which the shareholders of the Corporation immediately
                                            prior to such consolidation, merger or reorganization, own less than fifty percent (50%)
                                            of the outstanding voting power of the surviving entity (or its parent) following the consolidation,
                                            merger or reorganization; or 



		(iii)	a transaction
                                            or series or related transactions pursuant to which any person, entity or group within the
                                            meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934 (“1934
                                            Act”), or any comparable successor provisions (excluding any employee benefit plan,
                                            or related trust, sponsored or maintained by the Corporation or an affiliate) acquires beneficial
                                            ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable
                                            successor rule) of securities of the Corporation representing at least fifty percent (50%)
                                            of the combined voting power entitled to vote in the election of directors; or



 






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		(iv)	a transaction
                                            or series of transactions pursuant to which (A) (i) any person, entity or group within the
                                            meaning of Section 13(d) or 14(d) of the 1934 Act, or any comparable successor provisions
                                            (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation
                                            or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated
                                            under the 1934 Act, or comparable successor rule) of securities of the Corporation representing
                                            at least twenty percent (20%) of the combined voting power entitled to vote in the election
                                            of directors or securities of the Corporation that, upon conversion or exchange of such securities,
                                            would represent at least twenty percent (20%) of the combined voting power entitled to vote
                                            in the election of directors, or (ii) a consolidation or merger of the Corporation with or
                                            into any other corporation or other entity or person (or any other corporate reorganization)
                                            in which the shareholders of the Corporation immediately prior to such consolidation, merger
                                            or reorganization, own less than eighty percent (80%) of the outstanding voting power of
                                            the surviving entity (or its parent) following the consolidation, merger or reorganization
                                            and (B) in connection with or as a result of such transaction or series of transactions,
                                            either (i) one-half (or more) of the members of the Board of Directors of the Corporation
                                            resign or are replaced with nominees designated by such person, entity or group or (ii) the
                                            Chief Executive Officer of the Corporation resigns or is terminated as a result of such transaction
                                            or series of transactions.



 


		(e)	“Confidential
                                            Information” means all trade secrets, proprietary information and other data or
                                            information (and any tangible evidence, record or representation thereof), whether prepared,
                                            conceived or developed by an employee of the Corporation (including the Consultant) or received
                                            by the Corporation from an outside source which is maintained in confidence by the Corporation
                                            or any of its employees, contractors or customers including, without limitation: 



		(i)	any ideas,
                                            drawings, maps, improvements, know-how, research, geological records, drill logs, inventions,
                                            innovations, products, services, sales, scientific or other formulae, core samples, processes,
                                            methods, machines, procedures, tests, treatments, developments, technical data, designs,
                                            devices, patterns, concepts, computer programs or software, records, data, training or service
                                            manuals, plans for new or revised services or products or other plans, items or strategy
                                            methods on compilation of information, or works in process, or any inventions or parts thereof,
                                            and any and all revisions and improvements relating to any of the foregoing (in each case
                                            whether or not reduced to tangible form) that relate to the business or affairs of the Corporation
                                            or that result from its marketing, research and/or development activities;



		(ii)	any information
                                            relating to the relationship of the Corporation with any personnel, suppliers, principals,
                                            investors, contacts or prospects of the Corporation and any information relating to the requirements,
                                            specifications, proposals, orders, contracts or transactions of or with any such persons;
                                            



		(iii)	any marketing
                                            material, plan or survey, business plan, opportunity or strategy, development plan or specification
                                            or business proposal;



		(iv)	financial
                                            information, including the Corporation’s costs, financing or debt arrangements, income,
                                            profits, salaries or wages; and



		(v)	any information
                                            relating to the present or proposed business of the Corporation.



		(f)	“Fundamental
                                            Breach” means any material breach of a fundamental term or condition of this Agreement
                                            and, without limiting the foregoing, includes any of the following acts or omissions:



		(a)	the
                                            Consultant’s gross default or misconduct during the Consultant’s engagement in
                                            connection with or effecting the business of the Corporation;



		(b)	the
                                            Consultant’s continued refusal or willful misconduct to carry out the duties of his
                                            employment after receiving written notice from the Corporation of the failure to do so and
                                            having had an opportunity to correct same within a reasonable period of time from the date
                                            of receipt of such notice;



 






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		(c)	theft,
                                            fraud, dishonesty, misconduct, or misuse of alcohol or drugs of the Consultant involving
                                            the property, business or affairs of the Corporation or in the carrying out of the duties
                                            of his employment; or



		(d)	any
                                            material breach of this Agreement including any breach Sections 6,7 or 8 of this Agreement;



 


		(g)	“Good
                                            Reason” means any of the following conduct by the Corporation:



		(i)	a unilateral
                                            reduction to the Annual Fee; 



		(ii)	a unilateral
                                            reduction to the aggregate value of the Consultant’s remuneration and benefits other
                                            than Annual Fee; 



		(iii)	a unilateral
                                            material adverse change to the Consultant’s position, title, authority or responsibilities;
                                            



		(iv)	a unilateral
                                            requirement that the Consultant relocate outside of the Metro Vancouver region of British
                                            Columbia (excluding occasional business travel); or



		(v)	any reason
                                            which would be considered to amount to constructive dismissal pursuant to the common law.



		(h)	“Person”
                                            means an individual, partnership, association, Corporation, body corporate, trustee, executor,
                                            administrator, legal representative and any national, provincial, state or municipal government;
                                            



 


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