Exhibit
10.8


 


	DATED
    AS OF	NOVEMBER
    _,           2019


 


WESTERN
MAGNESIUM CORPORATION


 


	-
    and -


 


GEM
YIELD BAHAMAS LIMITED


 


	-
    and -


 


GEM
GLOBAL YIELD LLC SCS


 


	-
    and -


 


THE
SHARE LENDERS


 


SHARE
SUBSCRIPTION AGREEMENT


 




    	 



    	 



    

 


SHARE
SUBSCRIPTION AGREEMENT


 


THIS
AGREEMENT is made effective as of November______, 2019


 


BETWEEN:


 


	(1)	Western
    Magnesium Corporation. a company incorporated under the laws of Delaware, having an office at Suite 900 - 580 Hornby Street,
    Vancouver, BC, V6C 3B6 (the “Company”);
	 	 
	(2)	GEM
    Global Yield LLC SCS, (together with its permitted successors and assigns), a company incorporated under the laws of Luxembourg
    whose registered office is at 412F, route d’Esch, L-2086 Luxembourg (the “Investor”);
	 	 
	(3)	GEM
    Yield Bahamas Limited, a company incorporated in the Bahamas whose principal place of business is at Office of Lennox Paton Corporate
    Services Limited, Bayside Executive Park, Building 3, West Bay Street, P.O. Box N-4875, Nassau, Island of New Providence, Commonwealth
    of the Bahamas (“GYBL”); and
	 	 
	(4)	The
    persons whose names and addresses are set out in Schedule 2 of this Agreement (the “Share Lenders”).


 


WHEREAS:


 


	(B)	The
    Investor wishes to subscribe, on the terms and subject to the conditions set out in this Agreement, for securities of the Company
    with an aggregate purchase price of up to CDN$210,000,000.
	 	 
	(B)	The
    Share Lenders wish, on the terms set out in this Agreement, to lend Common Shares (as defined herein) to the Investor.


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements, representations and warranties hereinafter
set forth and the sum of CDN$10 paid by each Party to the other and other good and valuable consideration, the Parties hereto agree as
follows:


 


IT
IS AGREED:


 


	1.	DEFINITIONS
	 	 
	1.1	The
    following terms used in this Agreement shall, unless the context otherwise requires, bear the following meanings:


 


	 	“Acceptance
    Notice”	 	shall
    have the meaning given in clause 2.3(d);
	 	 	 	 
	 	“Acceptance
    Period”	 	shall
    have the meaning given in clause 2.3(a);
	 	 	 	 
	 	“Affiliate”	 	has
    the meaning given to such term in the Securities Act (British Columbia);
	 	 	 	 
	 	“Applicable
    Jurisdictions”	 	the
    Provinces of British Columbia and Alberta.


 







    	 



    	- 2 -



    

 


	 	“Applicable
    Securities Laws”	 	the
    applicable securities laws in the Applicable Jurisdictions where the Company is a reporting issuer and the respective rules, regulations,
    instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and
    notices of the Applicable Securities Regulator in each of the provinces of Canada, and the Listing Rules, including the decisions
    of the securities commission or similar regulatory author in the Applicable Jurisdictions;
	 	 	 	 
	 	“Applicable
    Securities Regulators”	 	the
    securities commissions or securities regulatory authorities in the Applicable Jurisdictions, or the relevant province or territory
    of Canada as the context so requires;
	 	 	 	 
	 	“Black
    Scholes Value”	 	 means
    the value of any Warrants (whether issued or to be issued) based on the Black and Scholes Option Pricing Model obtained from the
    “OV” function on Bloomberg reflecting (i) a risk-free interest rate corresponding to the treasury rate for a period equal
    to the term of such Warrants, (ii) an expected volatility equal to the greater of sixty per cent (60%) and the one hundred (100)-day
    volatility obtained from the HVT function on Bloomberg as of the date of calculation, and
    (iii) the underlying price per Common Share used in such calculation shall be the Closing Price on the date of calculation;
	 	 	 	 
	 	“Bloomberg”	 	Bloomberg
    Financial Markets;
	 	 	 	 
	 	“Business
    Day”	 	any
    day (except any Saturday or Sunday) on which banks in New York City, New York, and Vancouver, British Columbia are generally open
    for business;
	 	 	 	 
	 	“CDN”	 	the
    lawful currency of Canada;
	 	 	 	 
	 	“Change
    of Control”	 	means
    the acquisition of Common Share of the Company as a result of which a person, group of persons or persons acting jointly or in concert,
    or persons associated or affiliated within the meaning 01 the Canada Business Corporations Act with any such person, group
    of persons or any of such persons (collectively “Acquirors”), beneficially own or exercise control or direction
    over Common Shares such that the Acquirors would beneficially own or exercise control or direction over Common Shares which would
    entitle them to cast more than 50% of the votes attaching to all Common Shares;


 




    	 



    	- 3 -



    

 


	 	“Closing
    Bid Price”	 	for
    Common Shares as of any date, the last closing bid price for such shares on the Exchange as reported by Bloomberg or, if no such
    closing bid price is reported for such shares by Bloomberg, the last such closing trade price of such shares that is reported by
    Bloomberg, in each case appropriately adjusted for any Variations (to the extent that any such Variation has not already been reflected
    in such closing bid or trade price);
	 	 	 	 
	 	“Closing
    Date”	 	shall
    have the meaning given in clause 3.3;
	 	 	 	 
	 	“Closing
    Price”	 	for
    Common Shares as of any date, shall be the last closing price for such shares on the Exchange as reported by Bloomberg or, if no
    such closing price is reported for such shares by Bloomberg, the last such closing trade price of such shares that is reported by
    Bloomberg, in each case appropriately adjusted for any Variations (to the extent that any such Variation has not already been reflected
    in such closing or trade price);
	 	 	 	 
	 	“Commitment
    Period”	 	the
    period commencing on the date of this Agreement and expiring on the earlier of: (a) the third anniversary of the date hereof; and
    (b) the date on which the Investor has subscribed for Common Shares with an aggregate Purchase Price of CDN$210,000,000;
	 	 	 	 
	 	“Common
    Shares”	 	Common
    Shares in the capital stock of the Company;
	 	 	 	 
	 	“Daily
    Trading Volume”	 	with
    respect to any Trading Day, the trading volume of the Common Shares on the Exchange, as reported by Bloomberg, provided that block
    trades as reported by Bloomberg and single trades of 100,000 or more, commonly known as single account cross trades, shall be disregarded
    for the purpose of calculating such trading volume;


 


	 	“Draw
    Down Maximum’’	 	the
    maximum number of Common Shares which can be stated in each Draw Down Notice such that:
	 	 	 	 	 
	 	 	 	(i)	the
    number does not exceed 1000 per cent of the average Daily Trading Volume during the 15 Trading Days immediately preceding the date
    of the relevant Draw Down Notice; and


 




    	 



    	- 4 -



    

 


	 	 	 	(ii)	the
    number does not exceed such amount as, when multiplied by 90 per cent of the Closing Price on the Trading Day immediately prior to
    the issue of the relevant Draw Down Notice, and then added to the aggregate Purchase Price of all the Common Shares subscribed for
    pursuant to all prior closings, would be greater than CDN$210,000,000;


 


	 	“Draw
    Down Notice”	 	a
    notice completed by the Company at any time during the Commitment Period and submitted to the Investor in the form attached hereto
    as Exhibit A, to which is attached written evidence satisfactory to the Investor of the Exchange its acceptance or its rejection
    of the subscription for or issuance of Common Shares contemplated by the notice;
	 	 	 	 
	 	“Draw
    Down Pricing Period”	 	a
    period of 15 consecutive trading days preceding a draw down closing date;
	 	 	 	 
	 	“Exchange”	 	TSX
    Venture Exchange;
	 	 	 	 
	 	“Excluded
    Day”	 	any
    Trading Day during an Acceptance Period: (a) on which: (i) the amount equal to 90 per cent of the Closing Bid Price is less than
    the applicable Purchase Price or (ii) the Common Shares are not traded on the Exchange; or (b) in respect of which the Investor makes
    an election in accordance with clause 2.3(d);
	 	 	 	 
	 	“Fee”	 	has
    the meaning given in clause 2.4(a);
	 	 	 	 
	 	“Floor
    Price”	 	a
    price set by the Company in each Draw Down Notice below which the Company does not wish to issue Common Shares pursuant to such Draw
    Down Notice, which may be different in each Draw Down Notice;
	 	 	 	 
	 	“Group”	 	the
    Company and its Subsidiaries collectively and any body corporate or entity which directly or indirectly controls or is under common
    control with the Company, collectively;
	 	 	 	 
	 	“Investor’s
    Brokerage Account”	 	the
    Investor’s brokerage account which will provide the Investor with access to clearing and settlement services in the Settlement
    System in respect of the Common Shares;


 







    	 



    	- 5 -



    

 


	 	“Lien”	 	with
    respect to any asset, any mortgage, lien, pledge, encumbrance, charge, hypothec or security interest of any kind in or on such asset
    or the revenues or income therefrom save in so far as they arise or are created by operation of law or in the normal course of trading;
	 	 	 	 
	 	“Listing”	 	admission
    to listing (if applicable) on the Exchange and any applicable official list and trading on the Exchange, and the terms “List”
    and “Listed” shall be construed accordingly;
	 	 	 	 
	 	“Listing
    Rules”	 	the
    rules and policies of the Exchange applicable to a Listed company from time to time;
	 	 	 	 
	 	“Loan”	 	has
    the meaning given in clause 3.1{a);
	 	 	 	 
	 	“Loan
    Shares”	 	has
    the meaning given in clause 3.1(a);
	 	 	 	 
	 	“Market
    Out”	 	the
    right of the Investor to decline to purchase Common Shares in connection with a Draw Down Notice on one or more occasions if the
    Exchange refuses to accept or approve any subscription to or issuance of, any Common Shares pursuant to this Agreement for any reason
    whatsoever, including in respect of the Purchase Price;
	 	 	 	 
	 	“Market
    Price”	 	Closing
    Bid Price on the Exchange for the ten (15) Trading Days preceding the relevant date;
	 	 	 	 
	 	“Material
    Adverse Event”	 	any
    event or series of events which has led or may reasonably be expected to lead to (a) any material adverse effect on the business,
    operations, properties, financial condition or prospects of the Group, taken as a whole, {bl any condition, circumstance or situation
    that would prohibit or interfere with the ability of any member of the Group from performing or otherwise materially interfere with
    the authority or ability of any member of the Group to perform its obligations under or in respect of this Agreement or the Common
    Shares, (c) the Common Shares ceasing to be Listed, or (d) the Listing of the Common Shares, or trading in Common Shares on the Exchange,
    being suspended for five (5) or more consecutive Trading Days;
	 	 	 	 
	 	“Material
    Change in Ownership”	 	any
    event or series of events which has led to any circumstance that the officers and directors of the Company own less than twenty (20)
    per cent of the outstanding Securities


 




    	 



    	- 6 -



    

 


	 	“Notice
    Date”	 	the
    date of delivery of a relevant Draw Down Notice;
	 	 	 	 
	 	“Person”	 	an
    individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture,
    a limited liability company, a limited liability partnership, a joint stock company, a government (or an agency or political subdivision
    thereof) or any other entity of any kind;
	 	 	 	 
	 	“Promissory
    Note”	 	a
    promissory note in the form set out at Exhibit B;
	 	 	 	 
	 	“Purchase
    Price”	 	shall
    mean, per Common Share, an amount equal to the greater of (i) 90 per cent of the average Closing Bid Price during the Draw Down Pricing
    Period; and (ii)the Floor Price;
	 	 	 	 
	 	“Rejection
    Notice”	 	shall
    have the meaning given in clause 2.3(e);
	 	 	 	 
	 	“Required
    Approvals”	 	shall
    have the meaning given in clause 4.1(g);
	 	 	 	 
	 	“Securities”	 	means
    the Common Shares issuable pursuant to an Acceptance Notice, the Warrants and the Underlying Common Shares;
	 	 	 	 
	 	“Securities
    Act”	 	the
    United States Securities Act of 1933, as amended;
	 	 	 	 
	 	“Settlement
    System”	 	the
    system for electronic settlement of trades in Common Shares on the Exchange operated by CDS Canadian Clearing and Depository Services
    Inc. or other relevant entity with respect to a different Exchange on which the Common Shares are listed or jurisdiction in which
    the Common Shares are listed;
	 	 	 	 
	 	“Share
    Lender Purchase Notice”	 	shall
    have the meaning given in clause 2.3(e);
	 	 	 	 
	 	“Solvent”	 	with
    respect to any Person on a particular date, such Person being able to pay its debts as they are generally due;
	 	 	 	 
	 	“Subscription
    Amount”	 	subject
    to the Draw Down Maximum, the aggregate number of Common Shares stated in each Draw Down Notice (which number may be different in
    each Draw Down Notice) that the Company wishes the Investor to subscribe for;


 




    	 



    	- 7 -



    

 


	 	

    “Subscription Day”	 	the
    Trading Day immediately preceding the date of the applicable Draw Down Notice;
	 	 	 	 
	 	“Subsidiary”	 	has
    the meaning given to such term in the Securities Act (Ontario);
	 	 	 	 
	 	“Trading”	 	trading
    of the Common Shares on the Exchange;
	 	 	 	 
	 	“Trading
    Day”	 	a
    day on which the Exchange is open and remains open for not less than 5 hours for general trading of securities;
	 	 	 	 
	 	“Underlying
    Common Shares”	 	means
    the Common Shares issuable upon exercise of the Warrants;
	 	 	 	 
	 	“United
    States” and “U.S. Person”	 	shall
    have the respective meanings set out in Regulation S Rule 902(k) under the Securities Act;
	 	 	 	 
	 	“Variation”	 	any
    variation to the share capital of the Company (including without limitation any subdivision, consolidation, capitalisation issue
    or scrip dividend or any issue of new shares other than for arm’s-length consideration) or any change of nominal value after
    the date of this Agreement.
	 	 	 	 
	 	“Warrant
    Agreement”	 	the
    warrant agreement in respect of Warrants to be entered into pursuant to this Agreement in the form set out in Exhibit F;
	 	 	 	 
	 	“Warrant
    Delivery Date”	 	shall
    have the meaning set out in clause 5.4
	 	 	 	 
	 	“Warranties”	 	the
    statements made in clause 4;
	 	 	 	 
	 	“Warrants”	 	the
    warrants to be issued pursuant to this Agreement in the form set out in Exhibit F;
	 	 	 	 
	 	“Warrants
    Payment”	 	shall
    have the meaning set out in clause 5.4.


 


	1.2	References
    to clauses, Schedules and Exhibits are, save where the context otherwise requires, to clauses of and schedules and exhibits to this
    Agreement.
	 	 
	2.	DRAW
    DOWN NOTICE
	 	 
	2.1	Delivery
    of Draw Down Notice


 


Subject
to the satisfaction (or waiver in writing by the Investor) of the conditions set forth in clause 2.2, on any Trading Day during the Commitment
Period, the Company shall be entitled to issue a Draw Down Notice to the Investor, and, if such Draw Down Notice is issued, shall provide
a copy of such Draw Down Notice to the Share Lenders. The Draw Down Notice shall be completed as required and duly executed and shall:


 




    	 



    	- 8 -



    

 


		(a)	specify
    the Floor Price and the Subscription Amount (as inserted by the Company); and
	 	 	 
	 	(b)	be
    delivered on each occasion in the form of a duly completed Exhibit A.
	 	 	 
	 	A
    Draw Down Notice shall be irrevocable. The Company may issue as many Draw Down Notices as it may elect (each Draw Down Notice constituting
    a “placement’’) during the Commitment Period provided that, after delivery of a Draw Down Notice, the Company
    may not, without the prior consent of the Investor, thereafter deliver a further Draw Down Notice until the expiry of the Acceptance
    Period relating to the Draw Down Notice already been delivered.


 


	2.2	Conditions
    Precedent to the Delivery of a Draw Down Notice
	 	 	 
	 	The
    Company may issue a Draw Down Notice only if the following conditions have been and remain satisfied (or waived by the Investor in
    writing in respect of the relevant Draw Down Notice):
	 	 	 
	 	(a)	the
    Company shall have delivered, and the Investor shall have received originals, of this Agreement and the Promissory Note duly executed
    by the Company, and those agreements remain in full force and effect, enforceable against the Company in accordance with their terms
    and the Share Lenders shall have delivered and the Investor shall have received an original of this Agreement duly executed by the
    Share Lenders, and this Agreement shall remain in full force and effect, enforceable against the Share Lenders in accordance with
    its terms;
	 	 	 
	 	(b)	the
    Share Lenders shall have delivered the Common Shares, free trading and unrestricted, to which the Draw Down Notice relates in electronic
    form into the account of the Investor
	 	 	 
	 	(c)	the
    Promissory Note has been duly executed and delivered to the Investor;
	 	 	 
	 	(d)	the
    Company has obtained all the Required Approvals in respect of the particular placement (in a form reasonably acceptable to the Investor)
    and such Required Approvals are in full force and effect such that 200 per cent of the number of Common Shares contemplated by the
    Draw Down Notice (or, if 90 per cent of the Closing Price on the Trading Day on which a Draw Down Notice is sent when (i) multiplied
    by 200 per cent of the number of Common Shares contemplated by the Draw Down Notice and (ii) added to the aggregate Purchase Price
    of all Common Shares already issued pursuant to Closing Notices would exceed CDN$210,000,000, such smaller number of Common Shares
    (being not less than 100 per cent of the number of Common Shares contemplated by the Draw Down Notice) as is capable of being issued
    without exceeding such CDN$210,000,000 limit) may be duly allotted and issued to the Investor;
	 	 	 
	 	(e)	the
    issuance of Common Shares to the Investor will not require the Company to obtain the approval of its shareholders;


 




    	 



    	- 9 -



    

 


	 	(f)	the
    Common Shares remain Listed on the Exchange;
	 	 	 
	 	(g)	the
    representations and warranties of the Company contained herein are true and correct in all material respects as of the relevant Subscription
    Day as repeated at that time by and with respect to the Company (except that representations and warranties that are expressed by
    their terms to be made as of a specific date need be true in all respects only as of such date);
	 	 	 
	 	(h)	the
    Company and each Share Lender, have performed, satisfied and complied in all material respects with all covenants, obligations, agreements
    and conditions required by this Agreement to be performed, satisfied or complied with by the Company or the Share Lender (as the
    case may be) at or prior to the date of the Draw Down Notice;
	 	 	 
	 	(i)	no
    inquiry, investigation or other proceeding, whether formal or informal, has been commenced, announced or threatened, no order has
    been issued by any governmental or regulatory organisation or stock exchange and there has been no change of law or policy, or the
    interpretation or administration thereof, which operates or could operate to prevent, suspend, hinder, delay, restrict or otherwise
    have a significant adverse effect on the transactions contemplated by the Agreement or which could have a material adverse effect
    on the Investor;
	 	 	 
	 	U)	Listing
    of the Common Shares has not been suspended or threatened to be suspended by the Exchange during the 20 Trading Days prior to the
    relevant Subscription Day;
	 	 	 
	 	(k)	there
    shall have been no reasonable allegation of fraud committed by or on the part of the Company or the Company, their officers, directors
    or shareholders and affiliates or their respective officers or directors;
	 	 	 
	 	(I)	no
    Material Adverse Event or Material Change in Ownership has occurred or is reasonably expected to occur; and
	 	 	 
	 	(m)	the
    Draw Down Maximum has not been reached.


 


	2.3	Acceptance
    or Rejection of Draw Down Notice


 


	 	(a)	Investor
    shall, subject to clause 2.3, within a period of either 10 Trading Days from the receipt of a Draw Down Notice from the Company,
    as elected by the Investor, (the period, as elected being the “Acceptance Period”) accept or, if any condition
    set forth in clause 2.2 has not been met or a Market Out event has occurred , reject the Draw Down Notice.
	 	 	 
	 	(b)	Investor
    will wire the required funds to the Company in accordance with particulars provided by the Company from time to time on the first
    Trading Day after the expiry of an Acceptance Period.
	 	 	 
	 	(c)	In
    the event that the Common Shares to which the Draw Down Notice relates exceed the Drawn Down Maximum, Investor shall not be obligated
    to accept the Draw Down Notice with respect to the number of shares that exceed the Draw Down Maximum (the “Excess Amount”)
    and the Draw Down Notice shall automatically be null and void with respect to such Excess Amount upon providing notice thereof
    to the Company and for greater certainty, the Acceptance Period shall be deemed to have expired in respect of such Excess Amount.


 




    	 



    	- 10 -



    

 


	 	(d)	In
    the event that the Common Shares to which the Draw Down Notice relates do not exceed the Draw Down Maximum, and the right of Market
    Out does not exist, no later than the last Business Day of an Acceptance Period, the Investor shall issue an “Acceptance
    Notice” in the form set forth as Exhibit C hereto. The Acceptance Notice shall specify how many Common Shares the Investor
    is purchasing, which shall be up to 200% of the Common Shares in any Draw Down Notice (and such total shall be subject to the dilution
    limits under the rules and policies of the Exchange). The Investor shall not be obligated to subscribe more than 50% of the Common
    Shares in any Draw Down Notice.
	 	 	 
	 	(e)	In
    the circumstances in which the Market Out right exists, the Investor may deliver a “Rejection Notice” in the form
    set forth in Exhibit D hereto. In circumstances where the Investor has delivered a Rejection Notice to the Company, the Investor
    shall have the right, which right shall exist so long as this Agreement is in force, to elect to purchase Common Shares directly
    from the Share Lenders upon three Business Days’ notice to the Share Lenders (the “Share Lender Purchase Notice”
    in the form set forth as Exhibit E hereto). The Share Lender Purchase Notice shall specify how many Common Shares the Investor
    is purchasing, which shall be between 50 per cent and 200 per cent of the Common Shares contemplated by the Draw Down Notice less
    1/15th of the total shares for each Excluded Day. In the event that Investor elects to purchase the Common Shares directly
    from the Share Lenders, Investor and the Share Lenders hereby agree that, within three Business Days of the Share Lender Purchase
    Notice, Investor shall wire to one or more accounts designated by the Share Lenders an amount or amounts equal to the purchase price
    therefor. The price for the Common Shares so purchased from the Share Lenders shall be the Purchase Price.
	 	 	 
	 	(f)	For
    the purpose of calculating the obligation of the Investor during an Acceptance Period, if there has been a Material Adverse Event
    on any Trading Day during an Acceptance Period, the Investor shall be entitled, at its sole discretion, to elect to treat such Trading
    Day and any further Trading Day following such Trading Day during the relevant Acceptance Period as an Excluded Day.
	 	 	 
	 	(g}	In
    the event where there is a Excluded Day, this day shall be excluded from the average price calculation and the Investor’s
    purchase obligation shall be reduced by 1/15th .


 


	2.4	Fee


 


	 	{a)	The
    Company shall pay to GYBL a fee equal to two percent (2%) of the aggregate Purchase Price, being CDN$4,200,000 (the “Fee”)
    payable, whether or not any Draw Down Notices have been delivered, upon the soonest of: (i) the occurrence of the first several
    placements with an amount of ten percent (10%) of the amount of each Draw Down Notice being allocated towards payment of the Fee
    (until full payment thereof) and (ii) 12 months from the date of this Agreement, (iii) a Change of Control of the Company or the
    Company; (iv) the occurrence of a Material Adverse Event; and (v) the occurance of Material Change in Ownership of the Company.


 




    	 



    	- 11 -



    

 


	 	(b)	The
    Fee shall be paid, at the option of the Company, in cash or by the issuance of unrestricted, freely traded Common Shares loaned pursuant
    to the share lending mechanism set out in this Agreement, at the five (5) day VWAP price of the Common Shares thereof on the Exchange.
	 	 	 	 
	 	(c)	The
    Company shall, on the date of this Agreement, provide a Promissory Note as evidence of its obligation to pay the Fee.
	 	 	 	 
	 	(d)	The
    Investor shall be entitled to set off, on behalf of GYBL, subject to the provisions of clauses (a) and (b) above, such Fee against
    the Purchase Price for any placement which the Investor shall be obligated to pay to the Company. Any such set off or assignment
    shall be without prejudice to any other rights or remedies which the Investor may have against the Company.
	 	 	 	 
	 	(e)	GYBL
    hereby represents, warrants and covenants to the Company that all actions by the GYBL hereunder shall at all times be in compliance
    with applicable laws in all material respects;
	 	 	 	 
	 	(f)	If
    for any reason:
	 	 	 	 
	 	 	(i)	the
    Company fails to comply with its obligations to pay the Fee;
	 	 	 	 
	 	 	(ii)	the
    Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and
    (if such breach is curable) such breach is not cured within ten(10) Business Days following receipt by the Company of notice of such
    breach or there has been any Material Adverse Event;
	 	 	 	 
	 	 	(iii)	the
    Company ceases to carry on business at any time before the Fee is paid; or
	 	 	 	 
	 	 	(iv)	any
    steps are taken by any person to initiate any form of bankruptcy, insolvency, curatorship, tutorship or administration proceedings
    in relation to the Company before the Fee is paid,
	 	 	 	 
	 	 	the
    Fee at that time shall become immediately due and payable.
	 	 	 	 
	 	(g)	Notwithstanding
    the foregoing, in the event this Agreement is terminated by the Company pursuant to clause 8.4 below or if the Investor refuses to
    purchase Common Shares in connection with a Draw Down Notice delivered by the Company to the Investor pursuant to the terms and conditions
    of this Agreement for which the right of Market Out does not apply, the outstanding balance of the Fee at such time shall cease to
    be due and payable by the Company, to GYBL and the Promissory Note shall be terminated and duly surrendered by GYBL to the Company.


 




    	 



    	- 12 -



    

 


	 	(h)	If
    any sum payable under this clause 2.4(a) is not paid on the due date of payment, interest shall accrue on such sum from and including
    the due date for payment to but excluding the date on which payment is made at a rate of 5 per cent above the base rate of Barclays
    Bank PLC from time to time.


 


	3.	SUBSCRIPTION
    FOR COMMON SHARES
	 	 	 
	3.1	Delivery
    of Draw Down Notice & Share Lending
	 	 	 
	 	The
    Share Lenders shall be deemed, upon receipt of any Draw Down Notice, to offer (the “Offer”) to lend Common Shares
    to the Investor on the following terms:
	 	 	 
	 	(a)	the
    total number of Common Shares which shall be offered for loan (the “Loan”) (excluding any Common Shares which
    have already been loaned and which have not yet been returned to the relevant Share Lender by the Investor pursuant to such loan)
    (the “Loan Shares”) shall be equal to 100 per cent of the Subscription Amount;
	 	 	 
	 	(b)	the
    Investor shall be deemed to accept the Offer in full unless it shall have notified the Share Lenders otherwise on or prior to the
    date which is three (3) Trading Days after the date of the Draw Down Notice;
	 	 	 
	 	(c)	the
    Investor’s Brokerage Account to be used for each delivery of Loan Shares shall be designated by the Investor not later than
    two (2) Trading Days after the delivery of a Draw Down Notice;
	 	 	 
	 	(d)	the
    Share Lenders shall together deliver the Loan Shares to the Investor’s Brokerage Account promptly upon and, in any case, no
    later than three (3) Business Days from, being informed of the account information as contemplated by paragraph (c) above;
	 	 	 
	 	(e)	the
    Loan Shares shall be freely transferable and unrestricted. In the event that the Loan Shares are not freely tradable and unrestricted,
    the Draw Down Notice shall be null and void; and
	 	 	 
	 	(f)	subject
    to the reference to nominal consideration in the Recitals to this Agreement, the Share Lenders shall receive no consideration in
    connection with the Offer.
	 	 	 
	3.2	Further
    Terms of Share Lending
	 	 	 
	 	(a)	Subject
    to clause 3.5, each Loan shall be concluded for a term commencing on the date of delivery of the Loan Shares to the Investor and
    ending on the day on which the Investor shall have discharged its obligations in respect thereof.
	 	 	 
	 	(b)	The
    delivery of the Loan Shares to the Investor shall constitute a “loan” of the relevant securities, not a sale or other
    disposition of such securities, and accordingly beneficial ownership of the Loan Shares shall not pass to the Investor upon the delivery
    of the Loan Shares. Notwithstanding the foregoing sentence, until the date set for return of the Loan Shares under clause 3.2(d),
    the Investor shall have all of the incidents of ownership of the Loan Shares, including the right to transfer or trade the Loan Shares
    to others, except for the voting rights attached to the Loan Shares, which rights shall remain with the Share Lenders.


 




    	 



    	- 13 -



    

 


	 	(c)	Where
    the number of Loan Shares transferred to the Investor by the Share Lenders in connection with a Draw Down Notice is greater than
    the Subscription Amount specified in the corresponding Draw Down Notice, the Investor shall return to the Share Lender any Loan Shares
    received in excess of the Subscription Amount without undue delay, but in any case by no later than the first Business Day on which
    the Settlement System is in operation following the Closing Date.
	 	 	 
	 	(d)	Immediately
    upon the Investor being issued Common Shares directly by the Company pursuant to this Agreement, the Investor shall use such Common
    Shares towards the repayment of any balance of the relevant Loan by transferring (or instructing a third party to transfer) a number
    of Common Shares which is equal to the number of outstanding Loan Shares to the Share Lenders.
	 	 	 
	 	(e)	Where
    there is at any time more than one Share Lender, (i) their obligations under this Agreement are undertaken by them jointly and severally;
    and (ii) subject to clause 3.5, the Share Lenders shall be responsible for telling the Investor to which of them any Common Shares
    are to be transferred or rights to receive Common Shares are to be assigned and any Loan Shares are to be returned.


 





	3.3	Subscription
    Closing
	 	 
	 	Subject
    to:
	 	 
	 	{a)	the
    satisfaction (or waiver in writing by the Investor) of the conditions set out in clause 2.2 as at the Subscription Day;
	 	 	 
	 	(bl	the
    subscription and payment for the Common Shares pursuant to the relevant fully completed and duly executed Draw Down Notice and the
    Listing of such Common Shares not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental
    or other regulation including the Listing Rules (other than by reason of the Investor’s breach of its representations, warranties
    and/or undertakings in this Agreement); and
	 	 	 
	 	(c)	no
    change having become effective between the date of this Agreement and each Closing Date, in any law or regulation (whether governmental
    or otherwise) which would adversely affect in any material aspect the holding or disposal of Common Shares by the Investor or the
    Investor’s rights in respect thereof:
	 	 	 
	 	no
    later than three (3) Business Days following the approval of the Exchange or, if the Settlement System is not in operation on that
    day, the next Trading Day on which the Settlement System is in operation (each, a “Closing Date”), the Company
    shall issue to the Investor the Common Shares subscribed for by the Investor.


 




    	 



    	- 14 -



    

 


	3.4	Replacement
    of Share Lenders
	 	 
	 	A
    Share Lender may withdraw from this Agreement subject to notifying the Company and the Investor of its intention thereof and subject
    to a notice period of not less than 90 days. The Investor shall thereafter not have any obligations under this Agreement until one
    or more persons has executed a deed of adherence in which they confirm that they have become a party to this Agreement in the capacity
    of a Share Lender and agree to be bound by all applicable terms of this Agreement.
	 	 
	3.5	Substitution
    of Share Lenders
	 	 
	 	Notwithstanding
    clause 3.2(e), the Company may, at its sole discretion and at any time, request any Share Lender which has lent Loan Shares to the
    Investor, to be substituted with another Share Lender. Such substitutions should be completed pursuant to the terms and conditions
    of this Agreement adapted as required.
	 	 
	3.6	Warranties
    of the Share Lenders
	 	 
	 	The
    warranties in this clause 3.6 shall be deemed to have been repeated as at each Subscription Day, as at each Closing Date and as at
    each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances
    existing on that date. Each Share Lender hereby represents, warrants and undertakes to the Investor that the following statements
    are true and accurate in all respects:


 


	 	(a)	such
    Share Lender has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise
    to carry out its obligations hereunder;
	 	 	 
	 	(b)	such
    Share Lender is the legal and beneficial owner of any Loan Shares it loans pursuant to this Agreement;
	 	 	 
	 	(c)	the
    Loan Shares are freely tradeable and not subject to any statutory or other hold period or restriction on resale applicable to the
    Share Lender or the Loan Shares;
	 	 	 
	 	(d)	such
    Share Lender is not required to obtain any consent, waiver, authorisation or order of, or make any filing or registration with, any
    court or other governmental or regulatory authority or other Person (including, without limitation, the approval of its director(s))
    in connection with the execution, delivery and performance by it of this Agreement and as of the Subscription Day and as of the Closing
    Date any necessary consents and approvals have been obtained and remain in full force in respect of the lending of the Loan :Shares;
	 	 	 
	 	(e)	such
    Share Lender is resident in the place of incorporation as set out at Schedule 2.


 






    	 



    	- 15 -



    

 


	4.	REPRESENTATIONS
    WARRANTIES AND UNDERTAKINGS OF THE COMPANY
	 	 
	4.1	The
    Company hereby represents, warrants and undertakes to the Investor that the Warranties are true and accurate in all respects in respect
    of the Company as at the date of this Agreement and in respect of the Company, as at the date it has intervened into this Agreement.
    The Warranties shall be deemed to have been repeated by the Company as at each Subscription Day, as at each Closing Date and as at
    each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances
    existing on that dale.


 


	 	(a)	Organisation
    and Qualification
	 	 	 	 
	 	 	The
    Company and each of its Subsidiaries is duly incorporated and validly existing under the laws of its jurisdiction of incorporation
    with the requisite corporate power and authority lo own and use its properties and assets and to carry on its business as currently
    conducted.
	 	 	 	 
	 	(b)	Organisation
    of Share Capital
	 	 	 	 
	 	 	Common
    Shares for so long as this Agreement remains in force, will remain the only class of shares in the equity share capital of the Company
    (where “equity share capital” refers to the issued shares of capital stock of the Company, excluding any class of shares
    which neither as respects dividends nor as respects capital carry any right lo participate beyond a specified amount in the distribution)
    and the Company shall not for so long as this Agreement remains in force issue any shares in the equity share capital of the Company
    which have rights differing from those attaching to the equity share capital in issue as at the date of this Agreement.
	 	 	 	 
	 	(c)	Authorisation;
    Enforcement
	 	 	 	 
	 	 	(i)	The
    Company has the requisite corporate power and authority to enter into this Agreement and on each Closing Date, to consummate the
    transactions contemplated by this Agreement that are to be consummated on that Closing Date and otherwise to carry out its obligations
    under this Agreement.
	 	 	 	 
	 	 	(ii)	The
    execution and delivery of this Agreement and the completion by it of the transactions required hereby and thereby have been and will
    be duly authorised by all necessary action on the part of the Company and its directors and its shareholders.
	 	 	 	 
	 	 	(iii)	This
    Agreement has been duly executed and delivered by the Company or on its behalf and the obligations assumed by the Company under this
    Agreement constitute and will constitute valid and binding obligations of the Company, enforceable against each of them in accordance
    with their terms.
	 	 	 	 
	 	(d)	Share
    Capital


 


	 	As
    at the Subscription Day, the issue of the Common Shares which may be issued as a result of the relevant Draw Down Notice will not
    be subject to any pre-emptive right to acquire, option, right of first offer or first refusal or similar rights.


 




    	 



    	- 16 -



    

 


	 	(e)	Issue
    of Common Shares
	 	 	 
	 	 	The
    Company will have on each Subscription Day and corresponding Closing Date, an adequate reserve of authorised but unissued Common
    Shares to enable it to allot and issue the number of Common Shares equal to the Subscription Amount set forth in the relevant Draw
    Down Notice and, if applicable, the number of the Underlying Common Shares issuable pursuant to the exercise of Warrants issued in
    connection with the relevant Draw Down Notice. When issued pursuant to this Agreement, the Securities shall be free of any Liens,
    duly authorised, validly issued, fully paid and non- assessable, and application shall be made forthwith for such Common Shares and
    if applicable, Underlying Common Shares, to be Listed.
	 	 	 
	 	(f)	No
    Conflicts
	 	 	 
	 	 	The
    execution, delivery and performance of this Agreement and the issue of Securities by the Company pursuant to this Agreement, and
    the completion by the Company of the transactions contemplated hereby, do not and will not conflict with or violate any provision
    of their constating documents.
	 	 	 
	 	(g)	Consents
    and Approvals
	 	 	 
	 	 	Except
    for any necessary approvals from the Exchange, including with respect to the Listing of Common Shares issued pursuant to a Draw Down
    Notice and the internal approvals referred to in clause 4.1(c)(ii), none of the Company or any Subsidiary is or shall be required
    to obtain any consent, waiver, authorisation or order of, or make any filing or registration with, any court or the Exchange in connection
    with the execution, delivery and performance of this Agreement and the issue of the Securities under each Draw Down Notice. As of
    Closing Date, any necessary consents and approvals from the Exchange in respect of the Securities required to be issued pursuant
    to any Draw Down Notice (collectively, the “Required Approvals”) shall have been obtained and shall be in full
    force and effect. The Company will, however, be required to file, following the issuance of any Securities hereunder or report in
    Form 45-106F1, within the prescribed period of time. The Company shall procure that all Loan Shares are Listed at all times, that
    all Common Shares and if applicable, Underlying Common Shares issued pursuant to this Agreement shall, subject to the Listing of
    the Common Shares already in issue remaining effective, be Listed with effect from the opening of business on the Trading Day after
    their issue date.
	 	 	 
	 	(h)	Litigation;
    Proceedings
	 	 	 
	 	 	There
    is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the directors of the Company,
    threatened against the Company or any of its Subsidiaries or any of their respective properties or assets before or by any court,
    governmental or administrative agency or regulatory authority which (i) relates to or challenges the legality, validity or enforceability
    of this Agreement; or (ii) could, individually or in the aggregate, be reasonably expected to impair materially the ability of the
    Company to perform fully on a timely basis its obligations under this Agreement.


 




    	 



    	- 17 -



    

 


	 	(i)	Exchange
	 	 	 
	 	 	On
    each Subscription Day, the Company shall be unaware of any reason why the Exchange will not consent to and/or List the maximum number
    of Common Shares and if applicable, Underlying Common Shares, which may be issued pursuant to the applicable Acceptance Notice.
	 	 	 
	 	U)	Non-Public
    Information
	 	 	 
	 	 	On
    each Subscription Day and each Closing Date, it is acknowledged that none of the Investor or any of its representatives or agents
    has been provided with any material information regarding or related to the Company or its operations, personnel, technologies or
    prospects that has not otherwise been made publicly available.
	 	 	 
	 	(k)	No
    Insolvency or Bankruptcy
	 	 	 
	 	 	No
    member of the Group is insolvent or bankrupt, has committed any act of insolvency or bankruptcy. No transfer of property has been
    or is being made by any member of the Group and no obligation has been or is being incurred by any member of the Group in connection
    with the transactions contemplated by this Agreement or related documents with the intent to hinder, delay or defraud creditors of
    any member of the Group.
	 	 	 
	 	(I)	Public
    Disclosure
	 	 	 
	 	 	The
    documents required to be filed by the Company under the disclosure obligations under Applicable Securities Laws (the “Public
    Disclosure”) have, are, at all times, and will have, been filed and conform in all material respects to the requirements
    of the Applicable Securities Laws. Such documents at the time of their filing: (i) are true and correct in all material respects;
    (ii) do not contain any misrepresentations; and (iii) do not omit to state a fact required to be stated therein or necessary to make
    the statements therein not misleading in light of the circumstances in which they will be made.


 


	4.2	As
    at each Closing Date and as at each date on which Common Shares are to be issued pursuant to this Agreement, the Company shall be
    deemed to represent and warrant to the Investor that there shall have been no Material Adverse Event which occurred or became public
    or generally known, or which is reasonably expected to occur.
	 	 
	4.3	The
    Investor is entering into this Agreement and will subscribe for Common Shares in reliance on the representations, warranties, undertakings
    and covenants of the Company contained in this Agreement.
	 	 
	5.	ISSUE
    OF WARRANTS
	 	 
	5.1	The
    Company shall issue and deliver to the Investor Warrants in accordance with this clause 5 “Issue of Warrants”, in the
    form set out in Exhibit F, that are exercisable within five (5) years of the date hereof to purchase up to 33,000,000 Common Shares
    at a price of $0.26 per share.


 




    	 



    	- 18 -



    

 


	5.2	For
    greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Draw Down Notice and an Acceptance
    Notice under clause2.3(d) and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares
    and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights
    of the Investor under clause 5.5 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable.
	 	 
	5.3	On
    the first anniversary of the date of issuance of Warrants, if the Market Price of the Common Shares is less than 90 per cent of the
    then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market
    Price of the Common Shares at that time, subject to the approval of the Exchange.
	 	 
	5.4	Warrant
    Payment Penalty
	 	 
	 	In
    the event that the Company does not issue the Warrants pursuant to clause 5, on or before ninety (90) calendar days from the date
    of this Agreement (the “Warrant Delivery Date”), for any reason whatsoever (except for the failure to obtain approval
    from the Exchange pursuant to clause 5.8), the Company shall pay to the Investor the equivalent value of: (i) the Black Scholes Value
    as calculated on any Trading Day chosen solely by the Investor during the five-year term of the Warrant and the Investor shall notify
    the Company in writing of such date on or before the end of the five-year term of the Warrant; or (ii) one (1) CDN, whichever amount
    is higher (the “Warrant Payment”).
	 	 
	5.5	The
    Share Lenders hereby agree that if any Underlying Shares are subject to any restriction or hold period, they shall lend such number
    of Common Shares as is equal to the relevant number of Underlying Shares to the holder on the terms set out in Schedule F.
	 	 
	5.6	The
    Warrants Payment, should it be required to be paid, shall be payable in cash by the Company, at its sole option, on the first Business
    Day after the 18-month period referenced in clause 5.4 has elapsed (the ‘Warrant Payment Date”) by wire transfer
    (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given
    written details to the Company for this purpose. Upon payment of the Warrant Payment, The Company shall have no further obligation
    to issue Warrants pursuant to this clause 5.
	 	 
	5.7	The
    Warrants are assignable with the Company’s prior written consent, which shall not be unreasonably withheld.
	 	 
	5.8	For
    certainty, except if the Investor refuses to make a requested investment as described in clause 5.4 above, as at the date of this
    Agreement, the Company has an obligation to the Investor (i) to deliver Warrants to purchase up to 33,000,000 Common Shares or, (ii)
    if fewer than :suct1 number of Warrants are issued within ninety (90) days from the date of the this Agreement, the Warrants
    Payment as calculated in accordance with clause 5.4.



 






    	 



    	- 19 -



    

 


	6.	REPRESENTATIONS,
    WARRANTIES AND UNDERTAKINGS OF THE INVESTOR
	 	 
	6.1	The
    Investor hereby represents, warrants and undertakes to the Company that the following statements are true and accurate in all respects.
    The warranties are deemed to be repeated on each Subscription Day, each Closing Date and each date on which Common Shares are issued
    pursuant to this Agreement.


 


	 	(a)	Organisation
    Authority
	 	 	 	 
	 	 	The
    Investor is a company duly formed, validly existing and currently resident under the laws of Luxemburg. The Investor has the requisite
    power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations
    hereunder. The subscription for Common Shares and if applicable Warrants, pursuant to this Agreement by the Investor has been duly
    authorised by all necessary action on part of the Investor, its directors and shareholders. This Agreement has been duly executed
    and delivered by the Investor or on its behalf and the obligations assumed by the Investor pursuant to this Agreement are valid and
    legally binding obligations of the Investor, enforceable against the Investor.
	 	 	 	 
	 	(b)	Non-U.S.
    Person Status
	 	 	 	 
	 	 	The
    Investor is organised in Luxemburg and the Investor is not a U.S. Person and is subscribing for the Common Shares, and, if applicable,
    Warrants, pursuant to, and subject to the terms and conditions of, this Agreement in offshore transactions within the meaning of
    Regulation S under the Securities Act.
	 	 	 	 
	 	(c)	No
    Registration in the United States
	 	 	 	 
	 	 	(i)	The
    Investor is aware that the Securities have not been, and will not be, registered under the Securities Act or the securities laws
    of any state, territory or district of the U.S. or any “blue sky” laws and that these Securities may not be offered or
    sold directly or indirectly in the U.S. without registration under the Securities Act or compliance with requirements of an exemption
    from registration and the Investor acknowledges that the Company has no present intention of filing a registration statement under
    the Securities Act in respect of such Securities and that no representation in that regard were otherwise made by the Company;
	 	 	 	 
	 	 	(ii)	The
    Investor will not offer or sell the Securities in the United States unless such Securities are registered under the Securities Act
    and all applicable state securities or “blue sky” laws of the United States or an exemption from such registration requirements
    is available.
	 	 	 	 
	 	 	(iii)	The
    offer to purchase Securities was not made to the Investor in the United States.
	 	 	 	 
	 	 	(iv)	At
    the time of the applicable Acceptance Notice and at the time this Agreement was executed and delivered, the Investor (or the Investor’s
    authorized signatory) was outside of the United States.



 






    	 



    	- 20 -



    

 


	 	(d)	Regulatory
    Filings
	 	 	 	 
	 	 	If
    Applicable Securities Laws so require, the Investor will sign, deliver and file or will assist the Company in filing the reports,
    commitments and other documents relating to the creation, issue and/or sale of the Securities that may be required by a securities
    commission, a stock exchange or another regulator, within the prescribed deadlines. To this effect, the Investor shall complete and
    transmit to the Company, no later than on the date this Agreement is entered into, all forms and filings required to be filed with
    the Exchange.
	 	 	 
	 	(e)	Sale
    of Common Shares
	 	 	 	 
	 	 	(i)	The
    Investor shall not at any time during the Commitment Period sell Common Shares exceeding the number of Common Shares which it owns
    and/or has the right to subscribe for pursuant to outstanding Draw Down Notices.
	 	 	 	 
	 	 	(ii)	The
    Investor undertakes that it shall not on any Trading Day sell Common Shares exceeding such number as represent one 1/15th
    of the Common Shares which it owns and/or has the right to subscribe for pursuant to an outstanding Draw Down Notice.
	 	 	 	 
	 	 	(iii)	The
    Investor undertakes that during the Commitment Period it will not acquire, and the investor shall not, notwithstanding any terms
    hereof, be obligated to acquire or subscribe for, any Common Shares which would in aggregate take its holding to more than 19.9 per
    cent of the outstanding Common Shares of the Company at any given time.
	 	 	 	 
	 	(f)	Accredited
    Investor
	 	 	 	 
	 	 	The
    Investor is purchasing Securities as principal, for its own account and not for the benefit of another party and the Investor is
    an “accredited investor” (“Accredited Investor”) as such term is currently defined in National Instrument
    45-106 entitled Prospectus Exemptions (Regulation 45-106 respecting prospectus and registration exemptions in British Columbia)
    under paragraph (n) of such definition.
	 	 	 	 
	 	(g)	Resale
    of Securities
	 	 	 	 
	 	 	Other
    than as set out in this Agreement, the Investor does not have any current intention to sell the Securities and it will comply with
    Applicable Securities Laws concerning the purchase, holding and resale of the Securities.


 




    	 



    	- 21 -



    

 


	 	(h)	Financial
    Risks
	 	 	 
	 	 	The
    Investor acknowledges that it is able to bear the financial risks associated with an investment in the Securities issuable hereunder.
    The Investor is capable of evaluating the risks and merits of an investment in the Securities by virtue of its experience as an investor
    and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire
    loss of its investment in same.
	 	 	 
	 	(i)	Directed
    Selling Efforts
	 	 	 
	 	 	Neither
    the Investor nor any of its affiliates, nor any person acting on its or their behalf has engaged in or will engage in any form of
    general solicitation or general advertising with respect to offers or sales of the Securities, including advertisements, articles,
    notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, or television, or
    any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
	 	 	 
	 	G)	Short
    Selling Restriction
	 	 	 
	 	 	The
    Investor covenants from and after the date hereof through and including date of termination of this Agreement, that none of the Investor,
    its Affiliates, associates, partners or insiders will hold, at any lime, a net short position in Common Shares.


 



    	 



    	- 22 -



    




 






	 	(k)	Restrictions
    on Resales
	 	 	 
	 	 	In
    effecting any resales of Common Shares, the Investor will not engage in any sales, marketing or solicitation activities of the type
    undertaken by underwriters in the context of an offering of securities. The Investor will not:


 


	 	(i)	advertise
    or otherwise hold itself out as a dealer;
	 	 	 
	 	(ii)	purchase
    or sell securities as principal from or to customers;
	 	 	 
	 	(iii)	carry
    a dealer inventory in securities;
	 	 	 
	 	(iv)	quote
    a market in securities;
	 	 	 
	 	(v)	extend
    or arrange for the extension of credit in connection with securities transactions;
	 	 	 
	 	(vi)	run
    a book of repurchase and reverse repurchase agreements;
	 	 	 
	 	(vii)	use
    a carrying broker for securities transactions;
	 	 	 
	 	(viii)	lend
    securities to customers;
	 	 	 
	 	(ix)	participate
    in a selling group; or
	 	 	 
	 	(x)	during
    an Acceptance Period, together with any affiliate, associate and subsidiaries, sell Common Shares.


 


	 	(I)	Unaffiliated
    Dealer
	 	 	 
	 	 	The
    Investor will not solicit offers to purchase Common Shares and will effect all sales of Common Shares through a dealer unaffiliated
    with the Investor and the Corporation and appropriately registered under Applicable Securities Laws.
	 	 	 
	 	(m)	Exchange
    Approval
	 	 	 
	 	 	The
    Investor acknowledges and agrees that each placement of Securities will be subject to approval of the Exchange and there can be no
    guarantee that the Exchange will approve any issuance of Common Shares or Warrants beyond the first placement. Notwithstanding this
    clause, the Fee and the Warrant Payment shall be due and payable in accordance with the terms of this Agreement, regardless of whether
    or not Exchange approval is granted_


 




    	 



    	- 23 -



    

 


	 	(n)	No
    conflict
	 	 	 
	 	 	The
    execution, delivery and performance of this Agreement, and the completion by the Investor, as applicable, of the transactions contemplated
    hereby, do not and will not conflict with or violate any provision of its constating documents or with any agreement to which the
    Investor is a party.
	 	 	 
	 	(o)	Consents
    and Approvals
	 	 	 
	 	 	The
    Investor is not required to obtain any consent or authorization in connection with the execution, delivery and performance by the
    Investor of this Agreement.
	 	 	 
	6.2	The
    Investor acknowledges that the Company is entering into this Agreement and will cause the Company to issue the Common Shares and
    if applicable, Warrants, in reliance on the representations, warranties, undertakings and covenants of the Investor contained in
    this Agreement.
	 	 	 
	7.	OTHER
    AGREEMENTS OF THE PARTIES
	 	 	 
	7.1	Purpose
	 	 	 
	 	The
    subscription monies received by the Company pursuant to this Agreement shall be used for working capital and general corporate purposes.
	 	 	 
	7.2	Exclusivity
	 	 	 
	 	The
    Company agrees not to enter into a capital commitment agreement structured as a share subscription facility (an issue of shares to
    financial investors structured over time with each tranche and draw down made at the discretion of the Company) or a similar agreement
    with any investors other than GYBL or the Investor until the transactions contemplated in  this agreement are completed,
    or if they are not completed, until November ___ , 2020. This provision does not limit the Company from raising funds by any other
    means.
	 	 	 
	7.3	Solicitation
    Materials
	 	 	 
	 	In
    relation to this Agreement, other than as may be required by law or any regulation, the Company, and its Affiliates and any Person
    acting on their behalf have not and shall not: (i) distribute any offering materials in connection with the offering and issuance
    of Securities; or (ii) solicit any offer to buy or sell such Securities by means of any form of general solicitation or advertising;
    or (iii) engage in any “directed selling efforts” as such term is defined in Rule 902 under the Securities Act; or (iv)
    take any action which would subject the issue of such Securities to registration requirements or to any securities laws of any applicable
    jurisdiction.
	 	 	 
	7.4	No
    Endorsement or Recommendation
	 	 	 
	 	No
    agency, government entity, regulatory body, stock exchange or other entity has made any finding or determination as to the merit
    for investment of, nor have any such agencies or government entities made any recommendation or endorsement with respect to, the
    Securities. Nor of the Company or any person acting on its behalf has given to the Investor any undertaking, written or oral, relating
    to the future value or price of the Securities.


 




    	 



    	- 24 -



    

 


	7.5	Resale
    Restrictions and Legends





 


	 	(a)	Securities
    issued from treasury may be subject to certain resale and transfer restrictions under Applicable Securities Laws.
	 	 	 
	 	(b)	The
    Investor and each Share Lender have been advised to consult their own legal advisors with respect to applicable resale and transfer
    restrictions and that it is solely responsible for complying with such restrictions.
	 	 	 
	 	(c)	In
    this regard the Investor and each Share Lender acknowledges that, under certain Applicable Securities Laws, the following legend
    will be required on any certificates representing any Securities issued from treasury, as applicable:
	 	 	 
	 	 	“UNLESS
    PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS
    4 MONTHS AND A DAY AFTER THE CLOSING DATE].”


 


	8.	TERMINATION
	 	 
	8.1	Automatic
    Termination
	 	 
	 	This
    Agreement shall automatically terminate at the end of the Commitment Period provided the Fee has been paid and, if the Warrants issuable
    under Clause 5 have not been issued, the Warrant Payment has been paid.
	 	 
	8.2	Termination
    by Mutual Consent
	 	 
	 	This
    Agreement may be terminated at any time during the Commitment Period by the mutual consent of the Company, the Investor and GYBL.
	 	 
	8.3	Termination
    by the Investor
	 	 
	 	This
    Agreement may be terminated forthwith during the Commitment Period by the Investor by giving written notice of such termination to
    the Company if: (a) the Company has breached in any material respect any representation, warranty, covenant or agreement contained
    in this Agreement (including, without limitation, any failure to issue and/or, procure the Listing of Common Shares on time) and
    (if such breach is curable) such breach is not cured within 10 Business Days following receipt by the Company of notice of such breach;
    {b) there has been any event which has had a Material Adverse Effect; (c) there has been a change in applicable law which materially
    impacts the Investor’s obligations under this Agreement; or (d) any Common Shares are delisted from the Exchange.
	 	 
	8.4	Termination
    by the Company
	 	 
	 	This
    Agreement may be terminated forthwith during the Commitment Period by the Company: (i) if the Investor or GYBL has breached in any
    material respect any representation, warranty, covenant or agreement contained in this Agreement and (if such breach is curable)
    such breach is not cured within 5 Business Days following receipt by the Investor of notice of such breach of this Agreement; or
    (ii) after payment of the Fee and Warrant Payment, if applicable.


 




    	 



    	- 25 -



    

 


	8.5	Effect
    of Termination
	 	 
	 	In
    the event of the termination of this Agreement pursuant to this clause 8 the Parties shall retain all accrued rights and shall retain
    all rights and remain bound by all obligations under this Agreement respecting all Securities previously issued to the Investor (or
    its nominee) hereunder, and nothing herein shall relieve any terminating party from liability for any prior breach of any of its
    agreements, covenants, representations, warranties or other obligations under this Agreement or for fraud.
	 	 
	9.	MISCELLANEOUS
	 	 
	9.1	Fees
    and Expenses


 


	 	(a)	The
    Company shall pay:
	 	 	 	 
	 	 	(i)	all
    and any stamp duty or share transfer or registration or similar duties, taxes or fees arising under the laws of any jurisdiction
    in connection with the subscription by the Investor (or its designee(s)) respecting all Common Shares issued pursuant to this Agreement;
    and
	 	 	 	 
	 	 	(ii)	all
    legal fees and expenses incurred by itself, the Investor and GYBL in connection with the negotiation and execution of this Agreement
    and the completion of this transaction contemplated by this Agreement up to a maximum of CDN$26,825 (exclusive of taxes and disbursements).
    The Company has made a deposit of CDN$20,100 to Fasken Martineau Dumoulin LLP, counsel to the Investor and GYBL, against payment
    of the legal fees.
	 	 	 	 
	 	(b)	Other
    than as expressly set out in this Agreement, each of the Parties shall pay its own costs, fees and expenses in connection with the
    negotiation and execution of this Agreement and the completion of the transactions contemplated by this Agreement.


 


	9.2	Effectiveness
    of Agreement
	 	 
	 	The
    provisions of this Agreement will become effective on the date of this Agreement.
	 	 
	9.3	Entire
    Agreement
	 	 
	 	This
    Agreement (including the Exhibits to it) contains the entire agreement and understanding of the Parties with respect to the
    subject matter of this Agreement and supersedes all prior agreements and understandings, oral or written, relating to the subject
    matter of this Agreement. For the avoidance of doubt, all letters and any other arrangements written or entered into prior to the
    date of this Agreement shall cease to be of any effect and no Party shall have any claim or right of action pursuant thereto.


 




    	 



    	- 26 -



    

 


	9.4	Notices
	 	 
	 	Any
    notice or other communication required or permitted to be given under the terms of this Agreement shall be in writing and shall be
    deemed to have been received upon hand delivery (receipt acknowledged) or electronic mail transmission to the address designated
    below (if delivered on a Business Day prior to 5:00 p.m., New York time), or on the first Business Day following such delivery (if
    delivered other than prior to 5:00 p.m., New York time on a Business Day). The addresses for such communications shall be: for the
    Investor as specified in Schedule 1; for the Share Lenders, as specified in Schedule 2; and for the Company its office at Suite 900
    - 580 Hornby Street, Vancouver, BC, V6C 3B6, and email address <                                     
    > each such communication being marked for the attention of the Chief Executive Officer or, in all cases, such other address and
    email address as shall be notified in writing by the recipient party to the sending party from time to time. A copy of each communication
    to the Company (which copy shall not constitute notice) shall be sent to counsel to the Company, <                                     
    >, or such other email address as may be provided to GYBL by counsel to the Company from time to time.
	 	 
	9.5	Amendments;
    Waivers
	 	 
	 	No
    provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each
    of the Parties, or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought.
	 	 
	9.6	Headings
	 	 
	 	The
    headings in this Agreement are for convenience only, and shall be ignored in construing its terms.
	 	 
	9.7	Assignment
	 	 
	 	No
    Party shall assign or otherwise transfer any of its rights under this Agreement without the consent of the other Party, which consent
    shall not be unreasonably withheld.
	 	 
	9.8	Remedies
    and Waiver
	 	 
	 	The
    remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under this Agreement or otherwise
    provided by law. Any delay by either Party in exercising or failing to exercise any right or remedy under this Agreement shall not
    constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights
    or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other
    right or remedy. Any waiver of a breach of any of the terms of this Agreement or of any default hereunder shall not be deemed to
    be a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
	 	 
	9.9	Survival
	 	 
	 	The
    representations, warranties, covenants and agreements contained in this Agreement shall survive the signing of this Agreement, each
    Closing Date, the termination of the Commitment Period and the termination of this Agreement.


 




    	 



    	- 27 -



    

 


	9.10	Counterpart
    Signatures
	 	 
	 	This
    Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
    and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood
    that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or email transmission,
    such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed)
    the same with the same force and effect as if such facsimile signature page were an original thereof.
	 	 
	9.11	Severability
	 	 
	 	In
    case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability
    of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.
	 	 
	9.12	Publicity
	 	 
	 	The
    Company undertakes to the Investor that: (a) on or prior to the date of delivery of the first Draw Down Notice to the Investor pursuant
    to this Agreement, the Company shall notify the Exchange in accordance, where applicable, with the requirements of the Exchange,
    of the fact that this Agreement has been entered into by the Company; and (b) in the event that a Draw Down Notice is issued and
    the fact of such issue can reasonably be expected to constitute a material change within the meaning of the Securities Act (British
    Columbia), it shall forthwith upon such issue announce details thereof in accordance, where applicable, with the requirements of
    the Exchange. Save to the extent required by law or by the Exchange or any other regulatory authority (in which case the Company
    and the Investor shall be obligated to use their respective reasonable endeavours to consult with one another), the Company and the
    Investor, acting promptly and reasonably, shall have the right to approve before issue any press releases or any other public statement
    which the other may propose to issue or make with respect to any aspect of the transactions contemplated hereby (other than any announcement
    required pursuant to part (b) of the first sentence of this clause 9.12).
	 	 
	9.13	Further
    Assurances
	 	 
	 	Each
    Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
    such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the
    intent and accomplish the purposes of this Agreement and the completion of the transactions contemplated hereby and undertakes to
    collaborate with the other Parties to in connection with any request for information or proceeding of a regulatory authority.


  




    	 



    	- 28 -



    

 	9.14	Cost
    of Enforcement of this Agreement
	 	 
	 	In
    the event that either the Investor or GYBL takes any action to enforce any of the terms of, or preserve any rights under, this Agreement
    or to recover any sum owed to it in accordance with this Agreement, the Company shall, if the Investor or GYBL has received judgment
    against the Company by a court, tribunal or other entity having jurisdiction, forthwith on demand reimburse the Investor and/or GYBL
    and/or any of their Affiliates, as the case may be, for all costs and expenses (including legal fees and applicable taxes) reasonably
    incurred in connection with such enforcement, which reimbursement shall be capped at an amount equal to the amount of funds received
    by the Company from the Investor or GYBL pursuant to this Agreement.




 


	9.15	Acknowledgment
    by the Company
	 	 	 
	 	The
    Company hereby acknowledges that:
	 	 	 
	 	(a)	it
    has read and understood fully the content of this Agreement, including, but not limited to, the pricing mechanisms, the knockout
    days, the number of Common Shares to be subscribed for at the end of each Draw Down Pricing Period, the payment of the Fee and the
    issue of Warrants, and that it is entering into this Agreement on the basis of its own independent assessment of the risks and liabilities
    undertaken hereunder, without any representation having been made by the Investor or GYBL or any of their Affiliates as to the effect,
    operation or results of this Agreement; and
	 	 	 
	 	(b)	it
    has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder
    and that neither the Investor nor GYBL nor any of their Affiliates has provided investment advice to it in connection with the matters
    agreed in this Agreement or has solicited or induced the Company to enter into this Agreement.
	 	 	 
	9.16	Acknowledgment
    by the Share Lenders
	 	 	 
	 	Each
    of the Share Lenders hereby acknowledges that:
	 	 	 
	 	(a)	it/he/she
    has read and understood fully the content of this Agreement, and that it/he/she is entering into this Agreement on the basis of its
    own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by the
    Company, the Investor or GYBL or any of their Affiliates as to the effect, operation or results of this Agreement; and
	 	 	 
	 	(b)	it/he/she
    has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder
    and that none of the other Parties or any of their Affiliates has provided investment, legal or tax advice to such Share Lender
    in connection With tile matters agreed in thi5 Agreement
	 	 	 
	9.17	Governing
    Law and Jurisdiction
	 	 	 
	 	(a)	This
    Agreement (together with all documents to be entered into pursuant to its which are not expressed to be governed by another law)
    and any dispute or claim arising out of or in connection with it or its subject matter existence, validity or termination (including
    non-contractual disputes or claims) is governed by and shall be construed and take effect in accordance with the laws of the Province
    of Quebec and the federal laws of Canada applicable therein.


 




    	 



    	- 29 -



    

 


	9.18	Dispute
    Resolution
	 	 
	 	Except
    with respect to the Promissory Note and the Fees, all disputes, controversies or claims between the Parties arising out of or in
    connection with this agreement (including its existence, validity or termination) which cannot be amicably resolved shall be finally
    resolved and settled under the Rules of Arbitration of the American Arbitration Association (“AAA”) and its affiliate
    the International Center for Dispute Resolution (“ICDR”). Matters related to the Promissory Note and Fees shall, at the
    election of the Investor and GYBL, be brought before the courts of New York or before an arbitration tribunal. Any arbitration tribunal
    shall be composed of one (1) arbitrator and shall be conducted in the English language. The arbitration award shall be final and
    binding on the Parties. All arbitrations relating to the promissory Note and Fees and all arbitrations filed by the Company against
    the Investor and\or GYBL shall take place in New York City, New York, and, except as it relates to the promissory Note and Fees,
    all arbitrations filed by the Investor and\or GYBL against the Company shall take place in Montreal, Quebec. Nothing contained herein
    shall prevent a respondent party from asserting any counterclaims in an arbitration commenced by the other party. The arbitrator
    shall not have the power to award punitive damages to any party.
	 	 
	9.19	Acknowledgement
	 	 
	 	The
    Company has read and understood fully the content of this Agreement, including, but not limited to, the pricing mechanisms, the knockout
    days, the number of Common Shares to be subscribed for at the end of each Draw Down Pricing Period, the payment of the Fee and the
    issuance of the Warrants; the Company is entering into this Agreement on the basis of its own independent assessment of the risks
    and liabilities undertaken hereunder, without any representation having been made by the Investor or GEMYB or any of their Affiliates
    as to the effect, operation or results of this Agreement; and the Company has been advised by its own legal and financial advisers
    in relation to its assessment of the risks and liabilities undertaken hereunder and that none of Investor, GEMYB and/or any of the
    Affiliates provided any investment advice to the Company in connection with the terms and conditions set forth in this Agreement
    nor have they solicited or induced the Company to enter into this Agreement.


 


(Signature
page follows)


 




    	 



    	- 30 -



    

 


IN
WITNESS WHEREOF the Parties have executed this Agreement effective as of the _______, day of ____________2019 .


 


	WESTERN MAGNESIUM CORPORATION	 	GEM GLOBAL YIELD LLC SCS
	 	 	 	 	 
	Per:	/s/
    Sam Ataya	 	Per:	/s/
    Peter De Svastich 
	 	Sam
    Ataya	 	 	Peter
    De Svastich
	 	Chief
    Executive Officer	 	 	Director
	 	 	 	 	 
	GEM YIELD BAHAMAS LIMITED	 	 	 
	 	 	 	 	 
	Per:	/s/
    Christopher F. Brown	 	 	 
	 	Christopher
    F. Brown	 	 	 
	 	Chairman	 	 	 


 


	 	 	SHARE
    LENDERS
	 	 	 
	 	 	 
	 	 	Name
    :
	 	 	Title
    :
	 	 	 
	 	 	 
	 	 	Name
    :
	 	 	Title
    :
	 	 	 
	 	 	 
	 	 	Name
    :
	 	 	Title
    :
	 	 	 
	 	 	 
	 	 	Name
    :
	 	 	Title
    :
	 	 	 
	 	 	 
	 	 	Name
    :
	 	 	Title
    :


 




    	 



    	 



    

 


SCHEDULE
1


 


CONTACT
DETAILS OF THE INVESTOR AND GYBL


 


	Name	 	Address,
    Email address and Facsimile Number	 	Percentage
    Allocation of Common Shares
	 	 	 	 	 
	GEM
    YIELD BAHAMAS LIMITED.	 	GEM
                                            YIELD BAHAMAS LIMITED Office of Lennox Paton Corporate Services Limited, Bayside Executive
                                            Park, Building 3, West Bay Street, P.O. Box N-4875, Nassau, Island of New Providence, Commonwealth
                                            of the Bahamas

     
	 	None
	 	 	Tel.:	 	
	 	 	Fax:	 	 
	 	 	 	 	 
	 	 	FAO:
    Chris Brown	 	 
	 	 	cbrown@gemny.com	 	 
	 	 	 	 	 
	GEM
    GLOBAL YIELD LLC SCS	 	GEM
                                            GLOBAL YIELD LLC SCS 412F

    Route
    D’Esch

    L-2086

    Luxembourg
	 	100
    per cent
	 	 	 	 	 
	 	 	Tel.:
                                            001 (212) 582 3400

    Fax:
    001 (212) 265 4035
	 	 
	 	 	 	 	 
	 	 	FAO:
    Chris Brown	 	 


 




    	 



    	 



    

 


SCHEDULE2


 


DETAILS
OF SHARE LENDERS


 


	SHARE
    LENDER’S NAME	 	SHARE
                                            LENDER’S ADDRESS

    AND
    EMAIL ADDRESS
	 	INITIAL
                                            PERCENTAGE COMMITMENT OF LOAN

                                                                                SHARES

	 	 	 	 	 


 




    	 



    	 



    

 


EXHIBIT
A


 


DRAW
DOWN NOTICE


 


To:
_______________________


 


We
refer to the Share Subscription Agreement (the “Agreement”) dated November_______, 2019 between
WESTERN MAGNESIUM CORPORATION, GEM YIELD BAHAMAS LIMITED; GEM GLOBAL
YIELD LLC SCS, and certain Share
Lenders. This Draw Down Notice is being delivered to you pursuant to clause 2.1 of
the Agreement.


 


We
understand that the Closing Bid Price for the Trading Day immediately preceding the date of this Draw Down Notice was CND$<                 >.
The Subscription Amount is<                    >
Common Shares.


 


The
Floor Price for this Subscription is $_______________per Common Share.


 


In
addition, we hereby elect to issue ● Common Shares to GYBL in partial payment of the Fee


 


We
hereby certify that that all conditions precedent to the delivery of this Draw Down Notice pursuant to the Agreement have been satisfied
(or waived in writing by you.)


 


Signed
by:________________________


Name:___________________________


Date:____________________________


 


For
and on behalf of


 


WESTERN
MAGNESIUM CORPORATION


 


CC:
[Share Lenders]


 


 




    	 



    	 



    




 


EXHIBITS


 


FORM
OF PROMISSORY NOTE


PROMISSORY
NOTE


of


WESTERN
MAGNESIUM CORPORATION


 


Date:
11-15, 2019


 


In
consideration for entry by GEM GLOBAL YIELD LLC SGS (the “Investor”) into the Share Subscription Agreement entered
into on November_____________, 2019 among WESTERN MAGNESIUM CORPORATION (the “Issuer”), GEM Yield Bahamas Limited
(the “Beneficiary”), the Share Lenders (as defined), and the Beneficiary on or about the date of this Promissory Note
(the “Agreement”), the Issuer has agreed to pay the Fee (as defined in the Agreement) , irrespective of the completion
of the initial public offering contemplated under the Agreement, and hereby confirms as PROMISES TO PAY to the order of the Beneficiary
the Fee, being the principal sum of:


 


CDN$4,200,000
(the “Principal”)


 


ON
DEMAND at any time as set forth in Section 2.4 of the Agreement (the “Payment Date”) together with interest on
such principal sum at a rate of 5 per cent above the base rate of Barclays Bank PLC from time to time. Interest at such rate shall accrue
daily from the Payment Date and be calculated semi-annually on the basis of the actual number of days elapsed in the year of 365 days
and shall be payable on demand.


 


The
Principal (and any applicable interest thereon) shall be paid, in advance of the Payment Date, by the Issuer in cash.


 


The
Issuer shall indemnify, hold harmless and defend the Investor and/or the Beneficiary against any costs or expenses, including without
limitation, the legal fees and applicable taxes and disbursements incurred by the Investor and/or the Beneficiary in connection with,
arising out of or in relation to the enforcement of the provisions hereof including without limitation, any action, suit, proceeding
or any dispute to enforce the terms of this Promissory Note.


 


This
note is issued pursuant to the Agreement and unless the context requires otherwise, this note is governed by the provisions of the Agreement.


 


This
note and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims)
is governed by and shall be construed and take effect in accordance with the laws of the Province of Quebec and the laws of Canada
applicable therein. The Issuer hereby irrevocably submits to the exclusive jurisdiction of Arbitration in accordance with Section
9.18 of the Agreement for any dispute, controversy or claim.


 


	Executed
    as a deed by WESTERN MAGNESIUM	)
	CORPORATION
    acting by:	)


 


	 	 
	Authorised
                                            signatory

    
	 
	Name:	 
	Title:
	 


 




    	 



    	 



    

 


EXHIBIT
C 


 


FORM
OF ACCEPTANCE NOTICE


 


	To:	WESTERN
  MAGNESIUM CORPORATION	 
	 	 	 
	DATE:	 	 




 


We
refer to the Share Subscription Agreement (the “Agreement”) dated November__________, 2019 among GEM YIELD BAHAMAS
LIMITED, GEM GLOBAL YIELD LLC SCS, the Share Lenders and yourselves. Terms defined in the Agreement have the same meaning herein. This
Acceptance Notice is being delivered to you pursuant to clause 2.3 of the Agreement.


 


Further
to the Draw Down Notice received on-----------------------------------we understand that the number of Common Shares to which the Draw
Down Notice refers does not exceed the Draw Down Amount. We understand that the Closing Bid Price for the Trading Day immediately preceding
the date of the Draw Down Notice was CND$_____________and that there are_____________Excluded Days.


 


This
Acceptance Notice is therefore applicable to___________Common Shares at a price of CND$____________per Common Share for a total Purchase
Price of CND$______ __


 


The
undersigned hereby directs you to issue___________Common Shares, and to register and deliver such Common Shares in the name: GEM Global
Yield LLC SCS


 


GEM
GLOBAL YIELD LLC SCS


 


 






 




    	 



    	 



    

 


EXHIBIT
D


 


FORM
OF REJECTION NOTICE


 


	To:	WESTERN
    MAGNESIUM CORPORATION	 
	DATE:		 


 


We
refer to the Share Subscription Agreement (the “Agreement”) dated November_______, 2019 among us, GEM GLOBAL YIELD
LLC SCS, GEM Yield Bahamas Limited, the Share Lenders and yourselves. Terms defined in the Agreement have the same meaning herein. This
Rejection Notice is being delivered to you pursuant to clause 2.3 of the Agreement.


 


Further
to the Draw Down Notice received on ___________we hereby reject the subscription on the basis of the existence of the Market Out.


 


GEM
GLOBAL YIELD LLC SCS


 


 








 




    	 



    	 



    

 


EXHIBIT
E


 


FORM
OF SHARE LENDER PURCHASE NOTICE


 


	To:	THE
    SHARE LENDERS	 
	DATE:	 	 


 


We
refer to the Share Subscription Agreement (the “Agreement”) dated November__________, 2019 among us, GEM GLOBAL YIELD
LLC SGS, GEM YIELD BAHAMAS LIMITED, WESTERN MAGNESIUM CORPORATION and yourselves. Terms defined in the Agreement have the same meaning
herein. This Share Lender Purchase Notice is being delivered to you pursuant to clause 2.3 of the Agreement.


 


Further
to the Draw Down Notice received on ------------the Investor has [Note: insert either option (i) or (ii)] (i) sent a Rejection
Notice to the Company (a copy of which is attached).


 


The
Investor hereby exercises the right under clause 2.3(e) of the Agreement to purchase________ _ Common Shares from the Share Lenders at
a price of CND$.__________ per Common Share.


 


GEM
GLOBAL YIELD LLC SCS


 


 






 




    	 



    	 



    

 


EXHIBIT
F


 


FORM
OF WARRANT


 


THIS
WARRANT CERTIFICATE, AND THE SECURITIES EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (EASTERN
STANDARD TIME) ON<                >.


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (AND THE SECURITIES ISSUABLE ON THE DUE
EXERCISE THEREOF) BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER<                     >.


 


NEITHER
THIS WARRANT NOR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS WARRANT, THE
HOLDER REPRESENTS THAT IT IS NOT A U.S. PERSON AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT AND ANY RESALE OF SUCH
WARRANT WILL BE MADE ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (2) TO A PERSON WHOM
THE HOLDER OF THIS WARRANT REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED UNDER THE SECURITIES ACT) IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


WESTERN
MAGNESIUM CORPORATION


 


a
corporation incorporated under the laws of


Delaware
and having its registered office at


Suite
900 - 580 Hornby Street. Vancouver, BC, V6C 3B6


 


	NO.<                                   >	33,000,000 WARRANTS
	 	Each whole warrant entitling
  the holder to acquire one common share of WESTERN MAGNESIUM CORPORATION subject to adjustment as set forth herein, in accordance with
  the terms and conditions set forth herein.



 






 


WARRANTS


 


THIS
IS TO CERTIFY THAT for value received GEM Global Yield LLC SCS, whose registered office is at 412F, route d’Esch, L-2086 Luxembourg
(the “Holder”) is the registered holder of the number of warrants stated above (each a “Warrant” and
collectively, the “Warrants”) and is entitled for each whole Warrant represented hereby to purchase one fully paid
and non-assessable common share, subject to adjustment as hereinafter provided (each a “Share” and collectively the
“Shares”), in the capital of WESTERN MAGNESIUM CORPORATION (the “Corporation”), at any time and
from time to time from the date of issue hereof up to and including 5:00 p.m. (Eastern Standard Time) on November<          >,
2024 (the “Expiry Time”), at a price at $0.26 (the “Exercise Price”), upon and subject to the following
terms and conditions.


 


For
purposes of this Warrant Certificate:


 


	 	(i)	“Shares”
    means the Shares which are issuable upon the exercise from time to time of these Warrants; and
	 	(ii)	“$”
    means Canadian dollars.


 




    	 



    	 



    

 


TERMS
AND CONDITIONS


 


	1.	At
    any time and fi-om time to time at or prior to the Expiry Time (the “Exercise Period”), the Holder may exercise all or
    any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office noted above, this Warrant
    Certificate, together with a duly completed and executed subscription notice in the form attached hereto (the “Subscription
    Notice”) evidencing the election of the Holder to exercise the number of Warrants set forth in the Subscription Notice (which
    shall not be greater than the number of Warrants represented by this Warrant Certificate) and a certified cheque, money order or
    bank draft payable to the Corporation for the aggregate Exercise Price of all Warrants being exercised. If the Holder is not exercising
    all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive, without charge, a new Warrant Certificate
    representing the number of Warrants which is the difference between the number of Warrants represented by the then original Warrant
    Certificate and the number of Warrants being so exercised.
	 	 
	2.	The
    Holder shall be deemed to have become the holder of record of Shares on the date (the “Exercise Date”) on which the Corporation
    has received a duly completed Subscription Notice, delivery of the Warrant Certificate and payment of the full aggregate Exercise
    Price in respect of the Warrants being exercised pursuant to such Subscription Notice; provided, however, that if such date is not
    a business day in the City of New York, New York or in the City of Vancouver, British Columbia (a “Business Day”) then
    the Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of the Shares on
    the next following Business Day. Within five (5) Business Days of the Exercise Date, the Corporation shall issue and deliver (or
    cause to be delivered) to the Holder, by registered mail or pre-paid courier to his, her or its address specified in the register
    of the Corporation, one or more certificates for the appropriate number of issued and outstanding Shares to which the Holder is entitled
    pursuant to the exercise of Warrants. All costs, expenses, transfer taxes and other charges payable in connection with the issue
    and delivery of the Shares shall be at the sole expense of the Corporation (other than withholding tax, if any).
	 	 
	3.	The
    Corporation covenants and agrees that, until the Expiry Time, while any of the Warrants represented by this Warrant Certificate shall
    be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy
    the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 4 and 6 of this Warrant Certificate.
    The Corporation represents and warrants that all Shares which shall be issued upon the exercise of the right to purchase herein provided
    for, upon payment of the aggregate Exercise Price at which Shares may at that time be purchased pursuant to the provisions hereto;
    shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors
    in respect thereof. The Corporation further represents and warrants that this Warrant Certificate is a legal, valid and binding obligation
    of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited
    by laws effecting creditors’ rights generally and that specific performance and other equitable remedies may only be granted
    in the discretion of a court of competent jurisdiction. The Corporation covenants that it will make all requisite filings under applicable
    laws in connection with the exercise of the Warrants and issue of Shares.
	 	 
	4.	ln
    order to deliver Shares without any resale restriction to the Holder on the Exercise Date, the Corporation shall arrange for the
    Share Lenders to lend Common Shares to the Holder for delivery on the Exercise Date. In such cases, the loan shall be made on the
    following terms:


 


(a)
the total number of Common Shares which shall be offered for loan (the “Loan Shares”) shall be equal to the Shares
to be delivered by the Corporation to the Holder on the Exercise Date;


 


(b)
the Share Lender shall deliver on the Exercise Date the Loan Shares which are to be loaned (the “Loan”) to the securities
account designated by the Holder in the Subscription Notice;


 


(c}
each Loan shall be concluded for a term commencing on the date of delivery of the Loan Shares to the Holder (which must not be later
than the Exercise Date) and ending on the day set out in paragraph (f) below;


 


(d)
if the Corporation pays a dividend or makes a distribution to the holders of the Common Shares during the term of any Loan, the Holder
shall pay to the Share Lender (at the time when the Holder receives the corresponding payment from the Corporation in accordance with
indemnity set out further in this paragraph) in cash an amount equal to such dividend or distribution so made by the Corporation in respect
to the Loan Shares. If the Corporation pays a dividend or makes any other distribution to the holders of Common Shares during the term
of any Loan, the Corporation shall indemnify the Holder in respect of any and all sums that the Holder may incur in order to comply with
this paragraph in order to pay the Share Lender the sums of any dividends or distributions, and fi-om such sums will be deducted any
net sum received by the Holder as dividend in respect to the Loan Shares;







 




    	 



    	 



    

 


(e)
each Loan shall be instrumental to the Corporation for the purpose of this Warrant Certificate and it shall carry no consideration payable
by the Holder to the Share Lender irrespective of any arrangements that may be agreed between the Corporation and the Share Lender in
relation to the Loan;


 


(t)
within one trading day after the Shares to be issued and delivered to the Holder pursuant to this Warrant have been Listed and delivered
to the Holder, the Holder shall repay the balance of the relevant Loan by transferring a number of Common Shares which is equal to the
number of outstanding Loan Shares to the Share Lender; and




 


(g)
the Holder shall have no obligation to repay the balance of the relevant loan, and the Share Lender shall have not right to claim
for any outstanding Loan Shares, until the Shares issued pursuant to this Warrant have been issued, delivered to the Holder, registered
with the share register and Listed.


 


	5.	The
    Exercise Price (and the number of Shares purchasable upon exercise) shall be subject to adjustment from time to time in the events
    and in the manner provided as follows:


 


	 	(a)	Share
    Reorganization. If during the Exercise Period the Corporation shall:
	 	 	 	 
	 	 	(i)	issue
    Shares or securities exchangeable for or convertible into Shares to holders of all or substantially all of its then outstanding Shares
    by way of stock dividend or other distribution, or
	 	 	 	 
	 	 	(ii)	subdivide,
    redivide or change its outstanding Shares into a greater number of Shares, or
	 	 	 	 
	 	 	(iii)	consolidate,
    reduce or combine its outstanding Shares into a lesser number of Shares,
	 	 	 	 
	 	 	 	(any
    of such events in these paragraphs (i), (ii) and (iii) being a “Share Reorganization”), then the Exercise Price shall
    be adjusted as of the effective date or record date, as the case may be, at which the holders of Shares are determined for the
    purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record
    date by a Ji-action, the numerator of which shall be the number of Shares outstanding on such effective date or record date
    before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding as of
    the effective date or record date after giving effect to such Share Reorganization (including, in the case where securities exchangeable
    for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been
    fully exchanged for or converted into Shares on such record date or effective date). From and after any adjustment of the Exercise
    Price pursuant to this Section 4(a), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously
    with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof
    by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator
    of which shall be the Exercise Price resulting fi-om such adjustment.
	 	 	 	 
	 	(b)	Rights
    Offering. If and whenever during the Exercise Period the Corporation shall fix a record date for the issue or distribution of
    rights, options or warrants to all or substantially all of the holders of Shares under which such holders are entitled, during a
    period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Shares or securities exchangeable
    for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less
    than 95% of the Current Market Price (as defined in Section 5 hereof) for the Shares on such record date (any of such events
    being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the record
    date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:
	 	 	 	 
	 	 	(i)	the
    numerator of which shall be the aggregate of:


  


	 	 	 	(A)	the
    number of Shares outstanding as of the record date for the Rights Offering, and



 







    	 



    	 



    

 


	 	 	 	(B)	a
    number determined by dividing either
	 	 	 	 	 	 
	 	 	 	 	I.	the
    product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered,
	 	 	 	 	 	 
	 	 	 	 	or,
    as the case may be,
	 	 	 	 	 	 
	 	 	 	 	II.	the
    product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into
    which the securities so offered pursuant to the Rights Offering may be exchanged or converted,
	 	 	 	 	 	 
	 	 	 	 	by
    the Current Market Price of the Shares as of the record date for the Rights Offering; and
	 	 	 	 	 	 
	 	 	(ii)	the
    denominator of which shall be the aggregate of the number of Shares outstanding on such record date after giving effect to the Rights
    Offering and including the number of Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of
    the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in
    such exchangeable or convertible securities under the Rights Offering).
	 	 	 	 	 	 
	 	 	Any Shares
    owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation.
    To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the
    expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such
    record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment
    of the Exercise Price pursuant to this Section 4(b), the number of Shares purchasable pursuant to this Warrant Certificate shall
    be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable
    on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment
    and the denominator of which shall be the Exercise Price resulting from such adjustment.
	 	 	 	 	 	 
	 	(c)	Special
    Distribution. If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially
    all the holders of the Shares:
	 	 	 	 	 	 
	 	 	(i)	securities
    of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or
    convertible into or exchangeable into any such shares, or
	 	 	 	 	 	 
	 	 	(ii)	any
    cash (other than cash dividends made in the ordinary course), property or other assets or evidences of its indebtedness,
	 	 	 	 	 	 
	 	 	and if such
    issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein
    called a “Special Distribution”), the Exercise Price shall be adjusted immediately after the record date for the Special
    Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:
	 	 	 	 	 	 
	 	 	(i)	the
    numerator of which shall be the difference between:
	 	 	 	 	 	 
	 	 	 	(A)	the
    amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on
    such record date, and
	 	 	 	 	 	 
	 	 	 	(B)	the
    fair value (as determined by the directors of the Corporation) to the holders of such Shares of such Special Distribution; and


 




    	 



    	 



    

 





	 	 	(ii)	the denominator of which
    shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price of the Shares on such
    record date.
	 	 	 	 
	 	 	Any Shares
    owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.
    To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to
    the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such
    record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment
    of the Exercise Price pursuant to this Section 4(c), the number of Shares purchasable pursuant to this Warrant Certificate shall
    be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable
    on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the
    adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.
	 	 	 
	 	(d)	Capital
    Reorganization. If and whenever during the Exercise Period there shall be a reclassification or redesignation of Shares at any
    time outstanding or a change of the Shares into other shares or into other securities or any other capital reorganization (other
    than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation
    or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or
    redesignation of the outstanding Shares or a change of the Shares into other securities), or a transfer of the undertaking or assets
    of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being
    herein called a “Capital Reorganization”), the Holder, where he, she or it has not exercised the right of subscription
    and purchase under this Warrant Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization,
    shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the
    number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other
    securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization if,
    on the effective date thereof, he had been the registered holder of the number of Shares to which such holder was theretofore entitled
    to subscribe for and purchase; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary
    steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the
    Corporation, acting reasonably and in good faith, and subject to the prior written approval of the principal Canadian stock exchange
    or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter
    market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions
    set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set
    forth in this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to
    any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall
    be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the Corporation, acting
    reasonably and in good faith.
	 	 	 
	 	(e)	Subject to
    the approval of the Exchange,. if applicable, if on <                  >
    [NTD: One year from the date of the issuance of Warrants] the Current Market Price of the Shares is less than 90 % of then-current
    Exercise Price, the Exercise Price shall be adjusted to I05% of the Current Market Price at that time.
	 	 	 
	 	(l)	Subject to
    the approval of the TSX Venture Exchange, if applicable, if and whenever at any time after the date hereof and prior to the Expiry
    Time, the Corporation takes any action affecting its Shares to which the foregoing provisions of this Section 4, in the opinion of
    the board of directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable
    would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would
    otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to the Holder an amendment
    hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner
    as the board of directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good
    faith. The failure of the taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior
    to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence, absent manifest
    error, that the board of directors has determined that it is equitable to make no adjustment in the circumstances.


 




    	 



    	 



    

 


	6.	The
    following rules and procedures shall be applicable to the adjustments made pursuant to Section 4:


 


	 	(a)	The
    adjustments provided for in Section 4 are cumulative and shall be made successively whenever an event referred to therein shall occur,
    and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent subject to the following
    paragraphs of this Section 5.
	 	 	 
	 	(b)	No
    adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing
    Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of this Warrant Certificate unless
    it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments which, except for the
    provisions of this Section 5(b) would otherwise have been required to be made, shall be carried forward and taken into account in
    any subsequent adjustment. Notwithstanding Section 4 or 5 hereof, no adjustment shall be made which would result in an increase in
    the Exercise Price or a decrease in the number of Shares issuable upon the exercise of this Warrant Certificate (except in respect
    of a consolidation of the outstanding Shares).
	 	 	 
	 	(c)	No
    adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall be made in respect of any
    event described in Section 4, other than the events referred to in Sections 4(a)(ii) and (iii), if the Holder is entitled to participate
    in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or
    record date, as the case may be, of such event. The terms of the participation of the Holder in such event shall be subject to the
    prior written approval, if applicable, of the principal Canadian stock exchange or over-the-counter market on which the Shares are
    then listed or quoted for trading.
	 	 	 
	 	(d)	No
    adjustment in the Exercise Price shall be made pursuant to Section 4 in respect of the issue from time to time:


 


	 	(i)	of
    Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;
	 	 	 
	 	(ii)	of
    Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of
    receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with
    the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted
    for trading and applicable securities laws; or
	 	 	 
	 	(iii)	of
    Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors,
    officers, employees or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance
    with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or
    quoted for trading and applicable securities laws, and such other stock option, stock option plan or stock purchase plan as may be
    adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market
    on which the Shares are then listed or quoted for trading and applicable securities laws;
	 	 	 
	 	and
    any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.


 


		(e)	If
    the Corporation shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend
    or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of
    any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution
    or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of
    any Warrant shall be required by reason of the setting of such record date.


 




    	 



    	 



    

 


	 	(f)	As
    a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to
    this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received
    upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in
    order that the Corporation have unissued and reserved Shares in its authorized capital, and may validly and legally issue as fully
    paid and non-assessable all the shares or other securities which the Holder of such Warrant Certificate is entitled to receive on
    the full exercise thereof in accordance with the provisions hereof.
	 	 	 
	 	(g)	For
    the purposes of this Warrant Certificate, “Current Market Price” of a Share at any date shall be calculated as the price
    per share equal to the closing price for the Shares on the principal Canadian stock exchange or, if the Shares are not listed, the
    over-the-counter market, on which the Shares are then listed or posted for trading on the Trading Day immediately prior to such date
    as reported by such exchange or market in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter
    market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of the Shares
    as determined in good faith by a nationally or internationally recognized and independent investment dealer, investment banker or
    firm of chartered accountants.
	 	 	 
	 	(h)	In
    the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred
    to in Section 4(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record
    date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.
	 	 	 
	 	(i)	Any
    question that al any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other
    adjustments pursuant to Section 4 shall be conclusively determined by a firm of independent chartered accountants and shall be binding
    upon the Corporation and the Holder, absent manifest error. Notwithstanding the foregoing, such determination shall be subject to
    the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed
    or quoted for trading if required by such stock exchange or over-the-counter market. In the event that any such determination is
    made, the Corporation shall notify the Holder in the manner contemplated in Section 16 describing such determination.


 


 


	7.	On
    the happening of each and every such event set out in Section 4, the applicable provisions of this Warrant Certificate, including
    the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action
    so as to comply with such provisions as so amended.
	 	 
	8.	In
    any case in which Section 4 shall require that an adjustment shall be effective immediately after a record date for an event referred
    to herein, the Corporation may defer, until the occurrence of such an event:


 


	 	(a)	issuing
    to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Shares issuable
    upon such exercise by reason of the adjustment required by such event, and
	 	 	 
	 	(b)	delivering
    to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such event;
	 	 	 
	 	provided,
    however, that the Corporation shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such holder’s
    right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Shares
    purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional Shares issuable on the
    exercise of any Warrant.


 


	9.	At
    least 21 days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment
    in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which
    are purchasable upon the exercise thereof, or such longer period of notice as the Corporation shall be required to provide holders
    of Shares in respect of any such event, the Corporation shall notify the Holder of the particulars of such event and, if determinable,
    the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not
    then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the
    computation of such adjustment.


 




    	 



    	 



    




 


	10.	The
    Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants
    and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The
    Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.
	 	 
	11.	Where
    the Holder is entitled to receive on the exercise or partial exercise of its Warrants a fraction of a Share, such right may only
    be exercised in respect of such fraction in combination with another Warrant or Warrants which in the aggregate entitle the Holder
    to receive a whole number of Shares. If a Holder is not able to, or elects not to, combine Warrants so as to be entitled to acquire
    a whole number of Shares, the Holder may not exercise the right to acquire a fractional Share, and, does not have the right to receive
    a cash equivalent in lieu thereof equal to such fraction of a Share multiplied by the Current Market Price.
	 	 
	12.	Subject
    as herein provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate
    legal proceedings.
	 	 
	13.	The
    registered Holder of this Warrant Certificate may at any time up to and including the Expiry Time, upon the surrender hereof to the
    Corporation at its principal office, exchange this Warrant Certificate for one or more Warrant Certificates entitling the Holder
    to subscribe in the aggregate for the same number of Shares as is expressed in this Warrant Certificate. Any Warrant Certificate
    tendered for exchange shall be surrendered to the Corporation and cancelled.
	 	 
	14.	If
    this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion
    acting reasonably impose, issue and deliver to the Holder a new Warrant Certificate of like denomination, tenor and date as the Warrant
    Certificate so stolen, lost, mutilated or destroyed.
	 	 
	15.	Nothing
    contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares of the
    Corporation at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights hereunder shall
    be void and of no value.
	 	 
	16.	Except
    as expressly set out herein, the holding of this Warrant Certificate shall not constitute a Holder hereof a holder of Shares nor
    entitle it to any right or interest in respect thereof.
	 	 
	17.	Unless
    herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice
    is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers
    maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery
    and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision
    hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall
    be excluded.
	 	 
	18.	This
    Warrant Certificate and the Warrants represented hereby may be assigned with prior written consent of the Corporation, which consent
    shall not be unreasonably withheld. 
	 	 
	19.	Time
    is of the essence hereof.
	 	 
	20.	This
    Warrant Certificate is binding upon the Corporation and its successors and assigns, provided that it shall not be assigned by the
    Corporation without the prior written consent of the Holder.



 	21.	This
    Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the Province of Quebec and the federal laws
    of Canada applicable therein.




 



    	 



    	 



    

 


IN
WITNESS WHEREOF this Warrant Certificate has been executed on behalf of WESTERN MAGNESIUM
CORPORATION as of the________day of_________________ 2019.


 


	 	WESTERN
    MAGNESIUM CORPORATION
	 	 	 
	 	By:	 
	 		Authorized Signing
    Officer 
	 	Name:	
	 	Title:	


 




    	 



    	 



    

 


SUBSCRIPTION
NOTICE


 


	TO:	WESTERN
    MAGNESIUM CORPORATION


 


Terms
used herein but not otherwise defined have the meanings ascribed thereto in the attached Warrant Certificate.


 


The
undersigned registered Holder of the attached Warrant Certificate, hereby:


 


	 	(a)	subscribes
    for ———— Shares at a price of $0.26 per Share (or such adjusted price which may be in effect under the provisions
    of the Warrant Certificate) and in payment of the exercise price encloses a certified cheque, bank draft or money order in lawful
    money of Canada payable to the order of WESTERN MAGNESIUM CORPORATION or its successor corporation; and
	 	 	 
	 	(b)	delivers
    herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Shares;


 


in
each case in accordance with the terms and conditions set out in the attached Warrant Certificate.


 


The
undersigned hereby directs that the said Shares be registered as follows:


 


	Name(s)
    in full	 	Address(es)

    (including
    Postal Code)
	 	Number
                                            of

                                                                                                                 Shares

    



 


	 	Total:____
    __


 


(Please
print full name in which Share certificates are to be issued.)


 


DATED
this___________day of_____________,20_.


 


	 	 
	 	(Signature
  of Subscriber)
	 	 
	 	 
	 	(Print
  Name of Subscriber)
	 	 
	 	 
	 	(Address
  of Subscriber in full)
	 	 
	 	 
	 	 
	 	 






 


The
certificates will be mailed by registered mail to the address appearing in this Subscription Notice.


 




    	 



    	 



    

 


EXHIBITG




 


REPRESENTATION
LETTER


 


	TO:	WESTERN
    MAGNESIUM CORPORATION (the “Corporation”)


 


(Capitalized
terms not specifically defined in this Exhibit G have the meaning ascribed to them in the Share Subscription Agreement to which
this Exhibit G is attached)


 


In
connection with the execution by GYBL of the Share Subscription Agreement of which this Representation Letter forms a part, the GYBL
hereby represents, warrants, covenants and certifies to the Corporation and its counsel, that:


 


	1.	it
    has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
    in the Common Shares and it is able to bear the economic risk of loss of its entire investment.
	 	 
	2.	It
    has received, for informational purposes only, a copy of the Subscription Agreement relating to the offering in the United States
    of the Common Shares. The Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms
    and conditions of the Offering and it has had access to such additional information, if any, concerning the Corporation as it has
    considered necessary in connection with its investment decision to acquire the Common Shares.
	 	 
	3.	It
    is acquiring the Common Shares as principal for its own account, and not with a view to any resale, distribution or other disposition
    of the Common Shares in violation of United States federal or state securities laws.
	 	 
	4.	It
    understands and acknowledges the Common Shares have not been and the Common Shares will not be registered under the United States
    Securities Act of 1933, as amended (the 11U.S. Securities Act”), or the securities laws of any state of the United States and
    that the sale contemplated hereby is being made in reliance on a private placement exemption to “institutional accredited investors
    11 (11Accredited Investors”) that satisfy one or more of the criteria set forth) in Rule S0l(a)(I), (2), (3) or (7) of
    Regulation D (“Regulation D”) under the U.S. Securities Act in reliance on the exemption from such registration under
    Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D and similar exemptions under applicable state securities
    laws. The Common Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Ac
    and therefore may not be offered, resold, pledged or otherwise transferred, directly or indirectly, unless they are registered under
    the U.S. Securities Act or unless an exemption or exclusion from registration thereunder is available.
	 	 
	5.	It
    certifies to the Corporation that it is an Accredited Investor as defined in Rule 501(a) of Regulation D under the U.S. Securities
    Act because GYBL comes within any of the following categories at the time of sale of the Common Shares to that person (please initial
    or place a mark on the appropriate lines):


 


	 	 

                                                ___________
	 	An
  organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business
  trust, partnership or limited liability company, not formed for the specific purpose of acquiring the Common Shares, with total assets
  in excess of US$5,000,000;
	 	 	 	 
	 	 

                                 ___________
	 	A
  trust that (a) has total assets in excess of US$5,000,000, (b) was not formed for the specific purpose of acquiring the Common Shares
  and (c) is directed in its purchases of Common Shares by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D
  of the U.S. Securities Act;






 







    	 



    	 



    




 





	 	_____________	 	A
  bank as defined in Section 3(a)(2) of the U.S. Securities Act or a savings and loan association or other institution as defined in
  Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual capacity or fiduciary capacity;
	 	 	 	 
	 	_____________	 	A
  broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended;
	 	 	 	 
	 	_____________	 	An
  insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;
	 	 	 	 
	 	_____________	 	An
  employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state
  or its political subdivisions, for the benefit of its employees that has total assets in excess ofUS$5,000,000;
	 	 	 	 
	 	_____________	 	An
  employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, for which
  the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan
  association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000,
  or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
	 	 	 	 
	 		 	An
  investment company registered under the United States Investment Company Act of 1940, as amended, or a business development company
  as defined in Section 2(a)(48) of that Act;
	 	 	 	 
	 	_____________	 	A
  Small Business Investment Company licensed by the U.S. Small Business Administration under Section 30l(c) or (d) of the United States
  Small Business Investment Act of 1958, as amended; or
	 	 	 	 
	 	_____________	 	A
  private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended.



 


	6.	It
    acknowledges that it has not purchased the Common Shares as a result of any form of general solicitation or general advertising (as
    such terms are used in Regulation D under the U.S. Securities Act}, including, without limitation, advertisements, articles, notices
    or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television
    or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general
    advertising.
	 	 
	7.	If
    in the future it decides to offer, sell, pledge or otherwise transfer any of the Securities, it will not offer, sell, pledge or otherwise
    transfer any of such Securities, directly or indirectly, unless:


 


	 	(a)	the
    transfer is to the Corporation;
	 	 	 
	 	(b)	the
    transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities
    Act (“Regulation S”) and in compliance with applicable local laws and regulations;
	 	(c)	the
    transfer is made pursuant to the exemption from the registration requirement of the U.S. Securities Act provided by (i) Rule 144A
    under the U.S. Securities Act (“Rule J44A”) to a person it reasonably believes is a qualified institutional buyer as
    defined in Rule 144A (11Qualified Institutional Buyer”) that purchases for its own account or for the account of a Qualified
    Institutional Buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A and in compliance
    with any applicable state securities laws of the United States, or (ii) Rule 144 thereunder, if available, and, in either case, in
    accordance with any applicable state securities or “blue sky11 laws; or


 




    	 



    	 



    

 


	 	(d)	the
    Common Shares are transferred in any other transaction that does not require registration under the U.S. Securities Act or any applicable
    state securities or 11blue sky” laws; and


 


it
has prior to any transfer pursuant to subsection (c)(ii) or (d) (and if required by the Corporation’s registrar and transfer agent
for the Common Shares, subsection (b)) furnished to the Corporation (and if applicable, the Corporation’s registrar and transfer
agent) an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Corporation to the effect that such
transfer does not require registration under the U.S. Securities Act and applicable state securities laws.


 


	8.	Upon
                                            the original issuance of the Common Shares, until such time as it is no longer required under
                                            applicable requirements of the U.S. Securities Act or applicable state securities laws, the
                                            certificates representing the Common Shares (and any certificates issued in exchange or substitution
                                            for the Securities) will bear the legend set forth below:



 


‘THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF WESTERN MAGNESIUM
CORPORATION (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR
INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT PROVIDED BY (I) RULE 144A UNDER THE U.S. SECURITIES ACT OR (II) RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT AND, IN ANY EVENT, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES; AND IN THE CASE OF TRANSFERS UNDER
CLAUSES (C)(Il) OR (D) (OR IF REQUIRED BY THE CORPORATION’S TRANSFER AGENT, CLAUSE (B)), AFTER THE HOLDER HAS FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION (AND, IF APPLICABLE, THE CORPORATION’S
TRANSFER AGENT) TO THAT EFFECT.


 


DELIVERY
OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SE”J’TLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.”


 


At
the time of transfer outside the United States in accordance with Rule 904 of Regulation S, a new certificate, which will constitute
“good delivery” in settlement of transactions on Canadian stock exchanges, will be made available to GYBL upon provision
by GYBL of a declaration in the form attached as Schedule I to this Exhibit G or in such other form that is acceptable to the Corporation
and its registrar and transfer agent, together with any other evidence, which may include a legal opinion reasonably satisfactory in
form and substance to the Corporation, required by the Corporation or the registrar and transfer agent for the Common Shares.


 


The
Corporation shall use its reasonable commercial efforts to cause the registrar and transfer agent of the Corporation to remove the forgoing
U.S. legend within five business days (excluding ‘Weekends and holidays) of receipt of the foregoing, as applicable.


 


	9.	It
    consents to the Corporation making a notation on its records and it understands and acknowledges that the Corporation has the right
    to instruct the registrar and transfer agent for the Common Shares not to record a transfer by any person without first being notified
    by the Corporation that it is satisfied that such transfer is exempt from or not subject to registration under the U.S. Securities
    Act and any applicable state securities laws.


 




    	 



    	 



    

 


	10.	It
    understands and acknowledges that Rule 144 under the U.S. Securities Act is not available for resales of securities of issuers that
    have ever had (i) no or nominal operations and (ii) no or nominal assets other than cash and cash equivalents. Therefore, if the
    Corporation were ever to be deemed to be, or to have ever been, such an issuer, Rule 144 under the U.S. Securities Act may be unavailable
    for resales of Common Shares, unless and until the Corporation has satisfied the applicable conditions.
	 	 
	11.	It
    understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities
    and Exchange Commission (the “SEC”) or with any state securities administrator any registration statement in respect
    of resales of the Securities in the United States.
	 	 
	12.	It
    understands and agrees that there may be material tax consequences to GYBL of an acquisition, holding or disposition of the Common
    Shares. The Corporation gives no opinion and makes no representation with respect to the tax consequences to GYBL under United States,
    state, local or foreign tax law of the undersigned’s acquisition, holding or disposition of such Common Shares and GYBL acknowledges
    that it is solely responsible for determining the tax consequences of its investment. In particular, no determination has been made
    whether the Corporation is, or will be, a “passive foreign investment company” within the meaning of Section 1291 of
    the United States Internal Revenue Code of I 986, as amended.
	 	 
	13.	It
    understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally
    accepted accounting principles and are subject to Canadian auditing and auditor independence standards, each of which differ in some
    respects from United States generally accepted accounting principles, auditing standards and auditor independence standards, respectively,
    and thus may not be comparable to financial statements of United States companies.
	 	 
	14.	1t
    is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely
    by, among other things, the fact that: (i) the Corporation is organized under the laws of Ontario, Canada; (ii) some of the directors
    and officers of the Corporation are residents of countries other than the United States; and (iii) a substantial portion of the assets
    of the Corporation and said persons may be located outside the United States.
	 	 
	15.	Upon
    execution of this Exhibit G by the GYBL, this Exhibit G and Schedule I hereto shall be incorporated into and
    form a part of the Share Subscription Agreement to which this Exhibit G is attached.


 


	Dated:	______________
    _______


 


	 	GEM
    Yield Bahamas Limited
	 	 	 
	 	By:	
	 		Signature
	 	 	 
	 	 	 
	 	Print
    name of Signatory
	 	 	 
	 	 	 
	 	Title	 


 




    	 



    	 



    

 


SCHEDULE
I


 


TOEXHIBITG


 


Declaration
for removal of legend


 


	TO:	The
    registrar and transfer agent for the common shares of WESTERN MAGNESIUM CORPORATION (the “Corporation”)
	 	 
	RE:	Sale
    of Common Shares represented by certificate number


 


The
undersigned (a) acknowledges that the sale of the Common Shares of the Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)
and (b) certifies that (1) the undersigned is not an affiliate (as that term is defined in Rule 405 under the U.S. Securities Act)
of the Corporation, (2) the offer of such Common Shares was not made to a person in the United States and either (A) at the time the
buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe
that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the TSX Venture
Exchange or another “designated offshore securities market” as defined in Regulation S under the U.S. Securities Act and
neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States,
(3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any
directed selling efforts in the United States in connection with the offer and sale of such Common Shares, (4) the sale is bona fide
and not for the purpose of 11washing off’ the resale restrictions imposed because the Common Shares arc “restricted securities”
(as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the Common Shares
sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated
sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S.
Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the
meanings given to them by Regulation Sunder the U.S. Securities Act.


 


	Dated:	 	 
	 	 	 
	By:	 	 
		Signature	 
	 	 	 
	Name	 	 
	 	(please
    print)