Exhibit 4.20


 


 


 


CONSULTING
AGREEMENT


 


THIS
AGREEMENT made as of the 9th of February 2022 the “Effective Date”). 


 


BETWEEN:ARRAS
MINERALS CORP.


 


(the
"Corporation" or “Arras”)


 


OF
THE FIRST PART


 


		AND:	TIMOTHY
                                            BARRY



 


(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 Chief Executive Officer (“CEO”) and
                                            perform the Services of such a position for Corporation (as described in Schedule A); (b)
                                            he shall 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 proposes 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'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 Board of Directors of the Corporation and to cause
                                            the Consultant to discharge such duties as are commensurate with the Consultant’s position
                                            with the Corporation (collectively, the "Services").



 






    	1  





    	 



    

 


		1.4	The
                                            Consultant shall 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 the Consultant 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.



		1.5	The
                                            Consultant shall provide the Services as an independent contractor. The Consultant 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.



		1.6	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.



		1.7	The
                                            Consultant shall refer to the 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 Board of Directors of the Corporation.



 


		2.	Term
                                            of Agreement



		2.1	The
                                            term of this Agreement shall be effective from January 1, 2022 (the “Effective
                                            Date”) and shall continue until this Agreement is terminated in accordance with Section
                                            3 of this Agreement.



		3.	Termination



3.1              
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.


		3.2	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



 






    	2  





    	 



    

 


		(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.



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  





    	 



    

 


		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 equalling C$300,000 per year (the “Annual Fee”).



		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 participate in the Arras Minerals Corp. Management
                                            Retention Plan, as approved by the Board of Directors on April 15, 2021, and as amended on
                                            February 9, 2022 (the “Arras Retention Plan”).



		(a)	Participation
                                            in the Arras Retention Plan will be cancelled if and when
                                            this Agreement is terminated prior to any retention bonus becoming payable.



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



		4.5	Taxes.
                                            The Consultant shall be responsible for remittance to the proper authorities of any
                                            and all income taxes, employment insurance or social security premiums and workers compensation
                                            insurance in relation to the Consultant’s remuneration hereunder, inclusive of the
                                            Annual Fee. The Consultant is and will be solely responsible for, and will file, on a timely
                                            basis, all tax returns and payments required to be filed with, or made to, any federal, state,
                                            provincial, or local tax authority with respect to the provision of services and receipt
                                            of fees under the Agreement.



		(a)	The
                                            Corporation reserves the right to withhold local taxes (if any) for services rendered in
                                            Kazakhstan should it be required to do so by the Kazakhstan authorities.



 






    	4  





    	 



    

 


		(b)	Taxation
                                            of a foreign individual in Kazakhstan depends on his/her tax residency status in Kazakhstan.
                                            Under Kazakh tax law, an individual is regarded as a tax resident of Kazakhstan for a particular
                                            tax year if the individual spends more than 183 days in Kazakhstan in any period of twelve
                                            consecutive months ending in that year. Otherwise, the individual is regarded as a non-resident
                                            for Kazakhstan tax purposes. Tax residents of Kazakhstan are subject to taxation in Kazakhstan
                                            on their worldwide income, while tax non-resident individuals are subject to tax only on
                                            their Kazakh-source income. Personal income tax rates in Kazakhstan currently amount to 10%
                                            but may be subject to change. All income that a foreign person receives for work performed
                                            in Kazakhstan is regarded as taxable Kazakh-source income, regardless of where the income
                                            is paid. This income includes salaries, wages and all types of fringe benefits that an employer
                                            provides to employees and consultants (i.e. airfare, pension contribution, accommodation
                                            or meals). The Corporation may be required to compute and withhold personal income tax and
                                            social tax on the Consultant’s payments on a monthly basis, remit the tax, and report
                                            these taxes on the Corporation’s quarterly payroll tax reports.



		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. Approved expenses include the cost of housing for
                                            the Consultant’s family and costs of schooling for the Consultant’s children
                                            while on assignment in Kazakhstan.



		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 they 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, the Consultant will not, directly
                                            or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy
                                            or disclose, any Confidential Information to any person, except as such disclosure or use
                                            is required to perform his duties hereunder or as may be consented to by prior written authorization
                                            of the Corporation.



 






    	5  





    	 



    

 


		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 the
                                            Consultant will not, 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.



		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.



 






    	6  





    	 



    

 


		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 Pavoldar, 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 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 Board of Directors 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.



		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.



 






    	7  





    	 



    

 


		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:



 


		(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.



 






    	8  





    	 



    

 


		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.



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







    	9  





    	 



    

 


		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/ Christopher Richards	)	 
	Authorized Signatory	)	 



 


 









	TIMOTHY
BARRY	)	 
	 	)	c/s
	Per:	)	 
	 	)	 
	/s/ Timothy Barry	)	 
	Authorized Signatory	)	 



 



 


 


 




    	10  





    	 



    

 


 


SCHEDULE
“A”


SERVICES


The
Chief Executive Officer (the "CEO") primary role is to take overall supervisory and managerial responsibility for the day to
day operations of the Corporation's business. Working closely with the President, the CEO will manage the Corporation in an effective,
efficient and forward-looking way to fulfill the priorities, goals and objectives determined by the Board. The CEO aims to execute the
strategic plans, budgets and responsibilities set out below, with a view to increasing shareholder value. The CEO reports to the Board.


Without
limiting the foregoing, the CEO is responsible for the following:


(a)
       Develop and maintain the Corporation's goal to operate to the highest standards of the industry;


		(b)	Maintain
                                            and develop with the Board strategic plans for the Corporation and implement such plans to
                                            the best abilities of the Corporation;



		(c)	Provide
                                            quality leadership to the Corporation's staff and ensure that the Corporation's human resources
                                            are managed properly;



(d)
       Provide high-level policy options, orientations and discussions for consideration by the Board;


		(e)	Together
                                            with any special committee appointed for such purpose, maintain existing and develop new
                                            strategic alliances and consider possible merger or acquisition transactions with other mining
                                            companies which will be constructive for the Corporation's business and will help enhance
                                            shareholder value;



		(f)	Provide
                                            support, co-ordination and guidance to various responsible officers and managers of the Corporation;



		(g)	Implement,
                                            oversee and guide the investor relations program for the Corporation, which shall, among
                                            other things, ensure communications between the Corporation and major stakeholders, including
                                            and most importantly the Corporation's shareholders, are managed in an optimum way and are
                                            done in accordance with applicable securities laws;



		(h)	Provide
                                            timely strategic, operational and reporting information to the Board and implement its decisions
                                            in accordance with good governance, with the Corporation's policies and procedures, and within
                                            budget;



(i)
       Act as an entrepreneur and innovator within the strategic goals of the Corporation;


(j)
       Co-ordinate the preparation of an annual business plan or strategic plan;


(k)
       Ensure appropriate governance skills development and resources are made available to the Board;


		(l)	Implement
                                            workplace policies and procedures that ensure compliance with the provisions of this Manual
                                            by all the Corporation’s officers, directors, employees, customers and contractors;



(l)       Provide
a culture of high ethics throughout the organization;


		(m)	Take
                                            primary responsibility for the administration of all of the Corporation's subareas and administrative
                                            practices.



 






    	11  





    	 



    

 


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



		(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.



 



    	12  





    	 



    




		(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;



 


 






    	13  





    	 



    

 


		(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; or



		(iv)	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;
                                            



14