Exhibit
10.9


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT dated for reference the 23rd day of March 2020


 


BETWEEN:


 


Mr.
Paul Sauve, a person with an address at


 


#306
– 639 W. 14th Avenue


 


Vancouver,
BC V5Z 1P7 (the “Executive”)


 


AND:


 





Western
Magnesium Canada Corporation. a corporation pursuant to the laws of British Columbia with a registered address at Suite 900 –
580 Hornby Street, Vancouver, BC V6C 3E7





 


(the
“Company”)


 


(the
Executive and the Company are each hereinafter referred to as a “Party” and together hereinafter referred to as the
“Parties”)


 


WHEREAS:


 


A.       The
Company exists under the laws of British Columbia and carries on the business of producing Magnesium metal mineral development and processing
(the “Business”);


 


B.       The
Executive commenced employment with the Company on March 23rd, 2020 as Vice-President, Operations;


 


C.       The
Company wishes to continue to employ the Executive as Vice-President, Operations on the terms and conditions set forth in this Employment
Agreement (this “Agreement”);


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the promises and mutual covenants herein, and for other good and valuable
consideration given by each Party to the other, the receipt and sufficiency of which are hereby acknowledged by each of the Parties,
THE PARTIES HEREBY COVENANT AND AGREE as follows:


 


1.       EMPLOYMENT


 


1.1       Position


 


The
Company agrees to employ the Executive, and the Executive agrees to serve the Company as Vice-President, Operations for the Company,
and in such other additional position with the Company or its subsidiaries as the Company may reasonably assign to the Executive. The
Company may make changes without notice to the position of the Executive in accordance with its business needs, and such changes will
not constitute a breach of the terms of employment.


 


1.2       Responsibilities
and Duties


 


		(a)	The
                                            Executive shall perform such duties and responsibilities as set out in Schedule “A”
                                            to this Agreement. In addition to the duties and responsibilities set out in Schedule
                                            “A”, the Executive agrees to perform such other duties and responsibilities
                                            that are normally performed by the Vice-President, Operations of a company and to comply
                                            with such instructions that are reasonably assigned or communicated to him by the Company
                                            from time to time. The Company may make changes without notice to duties and responsibilities
                                            of the Executive in accordance with its business needs, and such changes will not constitute
                                            a breach of the terms of employment.



 




    	 



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		(b)	The
                                            Executive shall at all times conduct himself in accordance with all laws that apply to his
                                            employment and to the affairs of the Company.



 


		(c)	The
                                            Executive shall comply with all written policies that apply to the Company’s senior
                                            staff that may be issued by the Company from time to time. It is agreed that the introduction
                                            and administration of such policies are within the sole discretion of the Company. If the
                                            Company introduces, amends or deletes such policies, such introduction, deletion or amendment
                                            shall not constitute a breach of this Agreement. If there is a direct conflict between this
                                            Agreement and any such policy, this Agreement shall prevail to the extent of the inconsistency.



 


1.3       Term
of Employment


 


		(a)	The
                                            term of the Executive’s employment with the Company under this Agreement will commence
                                            on March 23, 2020, and will end when terminated in accordance with this Agreement (the “Term”).



 


		(b)	The
                                            Executive shall devote all of his time and attention during normal business hours to the
                                            business of the Company and shall not, without the prior written consent of the Board of
                                            Directors (the “Board”), engage in any other business, profession or occupation.
                                            The Executive shall not, without the prior written consent of the Board (which consent is
                                            not to be unreasonably withheld), become an officer, director, contractor for service, employee,
                                            agent or representative of any other company, partnership, person, firm, business, enterprise
                                            or organization, where such activity would interfere with the performance of the Executive’s
                                            obligations herein.



 


		(c)	Subsection
                                            1.3(b) shall not prevent the Executive from performing a reasonable amount of charitable
                                            or volunteer community service work, provided such work does not interfere with the performance
                                            of the Executive’s obligations herein.



 


1.4       Reporting


 


The
Executive shall report to the Chief Executive Officer (CEO).


 


1.5       Standards
of Conduct


 


At
all times during his employment with the Company, the Executive shall adhere to all written rules and written regulations respecting
standards of conduct and conflict of interest which now are or may be established by the Company and all laws that apply to the Executive’s
employment.


 




    	 



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1.6       No
Contravention or Conflict


 


The
Executive represents and warrants to the Company that this Agreement and carrying out the Executive’s duties and responsibilities
in connection with the Executive’s employment with the Company under this Agreement, will not contravene or conflict with any obligations
the Executive may have to any past employer or other person, firm or corporation for or with whom the Executive has previously provided
any services or been engaged (“Prior
Entities”). The Executive agrees that he will not do anything in connection with his employment
with the Company that would contravene or conflict with any such obligations. The Company is not employing the Executive to obtain the
confidential information or business opportunities of any Prior Entities and the Executive is hereby requested and directed by the Company
to disclose to the Company and to comply with any obligations that the Executive may have to any Prior Entities.


 


2.       COMPENSATION
DURING THE TERM


 


2.1       Base
Salary


 


		(a)	During
                                            the Term, the Company will pay to the Executive an annual base salary of CDN $210,000 (the
                                            “Base Salary”) which will be payable on the 15th and last day
                                            of each month (provided that, if such date is not a business day, then on the business day
                                            before in British Columbia) in accordance with the Company’s established payroll policies
                                            as amended from time to time, and subject to all required deductions and withholdings.



 


		(b)	The
                                            Executive acknowledges and agrees the compensation set out in this Agreement is compensation
                                            for all hours worked by the Executive, and that, due to the managerial nature of the Executive’s
                                            duties and Business of the Company, the Executive may be required to perform his duties under
                                            this Agreement according to an irregular and/or fluctuating schedule as required by the Company,
                                            which may include hours outside of normal business hours.



 


2.2       Discretionary
Bonus


 


		(a)	During
                                            the Term, the Executive shall have the opportunity to earn an annual discretionary bonus
                                            upon meeting or exceeding the Company’s achievement of annual financial and operating
                                            targets and the Executive’s performance targets (the “Bonus”). The
                                            amount of the Bonus, if any, and specific targets for the Bonus will be determined annually
                                            by the Company in its sole and absolute discretion. The Bonus, if payable, shall be paid
                                            within 75 days after the end of the fiscal year to which the Bonus relates.



 


		(b)	The
                                            Executive acknowledges and agrees that receipt of the Bonus in one year does not entitle
                                            the Executive to a receipt of the Bonus in any subsequent year. The Executive acknowledges
                                            and agrees that payment of the Bonus is contingent on the Executive being actively employed
                                            by the Company at the time the Bonus is scheduled to be paid. For greater certainty, payment
                                            of any severance or any period of notice of termination or pay in lieu that is given or ought
                                            to have been given under this Agreement or any applicable law, including the common law,
                                            in respect of termination of employment, will not be considered as extending the period of
                                            the Executive’s employment with respect to his eligibility to receive the Bonus, except
                                            to the minimum extent, if any, required under applicable employment standards legislation.
                                            If the Executive resigns, or is dismissed, with or without cause, at any time prior to the
                                            Bonus being paid, the Executive will not be eligible to receive the Bonus, or a pro-rated
                                            share of the Bonus, except to the minimum extent, if any, required under applicable employment
                                            standards legislation.



 




    	 



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2.3       Stock
Options


 


		(a)	During
                                            the Term, at the Company’s sole discretion, the Company will make reasonable efforts
                                            to make future grants of stock options to the Executive to purchase common shares of the
                                            Company (the “Stock Options”). The number, exercise price, and vesting
                                            schedule of the Stock Options will be determined by the Board, or a committee thereof, in
                                            its sole discretion.



 


		(b)	The
                                            Stock Options will be subject to the terms of a separate stock option agreement (including
                                            specified vesting terms), issued according to the terms and conditions of the Company’s
                                            Stock Option Plan as amended from time to time, and subject to all applicable securities
                                            laws, including the policies of the TSX Venture Exchange, and any other stock exchange on
                                            which common shares of the Company are listed. The Company reserves the right to introduce,
                                            administer, amend and/or delete the Company’s Stock Option Plan in its sole discretion,
                                            and such changes will not constitute a breach of the terms of employment.



 


		(c)	Neither
                                            the period of notice nor any payment in lieu thereof will be considered as extending the
                                            period of the Executive’s employment with respect to the vesting or exercise of any
                                            such options granted, except to the minimum extent (if any) required by applicable employment
                                            standards legislation.



 


2.4       Benefits


 


		(a)	During
                                            the Term, the Executive will be able to participate in the benefit plans that the Company
                                            makes available to its senior staff from time to time in its discretion, subject to the terms
                                            and conditions set out in the various benefits plans as amended from time to time. The Company
                                            may reduce, amend or terminate the benefits plan or coverage from time to time in its sole
                                            discretion. Benefits will not be provided in relation to any statutory or common law period
                                            of notice, and will not form part of any damages for wrongful dismissal or otherwise, except
                                            to the minimum extent (if any) required by applicable employment standards legislation. Nothing
                                            herein requires the Company to establish or continue any benefit plan.



 


		(b)	The
                                            Company’s obligations with respect to benefits shall not be to act as a self-insurer.
                                            The Company shall make the benefit plans available to the Executive and, where applicable,
                                            shall pay premiums to an insurance carrier of its choice. All decisions regarding eligibility
                                            and coverage shall be made by the insurance carrier; the Company shall not bear any responsibility
                                            or liability in connection with the benefit plans during the employment of the Executive
                                            or thereafter.



 


2.5       Business
Expenses


 


		(a)	During
                                            the Term:



 


		(i)	The
                                            Company shall reimburse the Executive for all pre-approved traveling and other out-of-pocket
                                            expenses actually and properly incurred by the Executive in the course of carrying out his
                                            duties and responsibilities under this Agreement and which are incurred in accordance with
                                            Company policies, including but not limited to the Company’s rules of traveling expenses,
                                            if any;



 




    	 



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		(ii)	The
                                            Company shall reimburse the Executive for monthly bills for a mobile device used exclusively
                                            for business purposes and for any long-distance charges incurred by the Executive for Company
                                            related international calls.



 


		(iii)	The
                                            Executive agrees to provide to the Company an itemized monthly expense report, together with
                                            original receipts, showing all monies expended hereunder, and such other expense information
                                            as the Company may reasonably require.



 


2.6       Insurance


 


During
the Term, the Company will arrange and pay for Directors and Officers insurance on behalf of the Executive.


 


2.7       Vacation


 


		(a)	During
                                            the Term, the Company will provide the Executive with four (4) weeks’ paid vacation
                                            per calendar year in accordance with the written vacation policy of the Company from time
                                            to time applicable to the Company’s senior management, pro-rated for partial years
                                            of employment. The weeks selected by the Executive shall be subject to the Company’s
                                            written consent and must be obtained no later than thirty (30) days prior to the start of
                                            the vacation period.



 


		(b)	Upon
                                            termination of this Agreement, however so caused, the Executive will be paid only the minimum
                                            entitlement to vacation pay under the British Columbia Employment Standards Act that
                                            remains accrued and unused at the date of termination. For greater clarity, any accrued and
                                            unused vacation entitlement over and above the minimums provided for under the British Columbia
                                            Employment Standards Act will be forfeited upon termination, except to the minimum
                                            extent (if any) required by applicable employment standards legislation.



 


		(c)	Vacation
                                            pay will not be provided in relation to any common law period of notice, and will not form
                                            part of any damages for wrongful dismissal or otherwise, except to the minimum extent (if
                                            any) required by applicable employment standards legislation.



 


3.       Deductions


 


The
Executive acknowledges that the compensation, benefits, payments and advances provided for in this Agreement may be subject to statutory
income and withholding taxes as well as other applicable taxes, withholdings, fees, and deductions.


 


4.       Executive’S
OBLIGATIONS


 


1.1       Confidentiality


 


		(a)	The
                                            Executive acknowledges that, by reason of this Agreement, the Executive will have access
                                            to Confidential Information, as hereinafter defined, of the Company, that the Company has
                                            spent time, effort and money to develop and acquire.



 




    	 



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		(b)	The
                                            term “Confidential Information” as used in this Agreement means information,
                                            whether or not originated by the Executive, that relates to the business or affairs of the
                                            Company, its affiliates, clients or suppliers and is confidential or proprietary to, about
                                            or created by the Company, its affiliates, clients, or suppliers. Confidential Information
                                            includes, but is not limited to, the following types of confidential information and other
                                            proprietary information of a similar nature (whether or not reduced to writing or designated
                                            or marked as confidential):



 


		(i)	information
                                            relating to strategies, research, communications, business plans, and financial data of the
                                            Company and any information of the Company which is not readily publicly available;



 


		(ii)	any
                                            information deemed to constitute trade secrets, whether or not separately described in this
                                            Agreement;



 


		(iii)	work
                                            product resulting from or related to work or projects performed for or to be performed for
                                            the Company or its affiliates, including but not limited to, the methods, processes, procedures,
                                            analysis, techniques and audits used in connection therewith;



 


		(iv)	any
                                            intellectual property contributed to the Company, and any other technical and business information
                                            of the Company, its subsidiaries and affiliates which is of a confidential, trade secret
                                            and/or proprietary character;



 


		(v)	internal
                                            Company personnel and financial information, employee personal information, employee compensation,
                                            supplier names and other supplier information, purchasing and internal cost information,
                                            internal services and operational manuals, and the manner and method of conducting the Company’s
                                            business; and



 


		(vi)	all
                                            information that becomes known to the Executive as a result of this Agreement that the Executive,
                                            acting reasonably, believes is confidential information or that the Company takes measures
                                            to protect.



 


		(c)	Confidential
                                            Information does not include any of the following:



 


		(i)	the
                                            general skills and experience gained by the Executive during the Term of this Agreement that
                                            the Executive could reasonably have been expected to acquire in similar retainers or engagements
                                            with other companies;



 


		(ii)	information
                                            publicly known without breach of this Agreement or similar agreements; or



 


		(iii)	information,
                                            the disclosure of which by the Executive is required to be made by any law, regulation or
                                            governmental authority or legal process of discovery (to the extent of the requirement),
                                            provided that before disclosure is made, notice of the requirement is provided to the Company,
                                            and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity
                                            to dispute the requirement, and the Executive uses reasonable efforts to cooperate with the
                                            Company to contest, object to or limit such a request and, in any such case, when revealing
                                            such Confidential Information pursuant to court order.



 




    	 



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		(d)	The
                                            Executive acknowledges that the Confidential Information is a valuable and unique asset of
                                            the Company and that the Confidential Information is and will remain the exclusive property
                                            of the Company. The Executive agrees to maintain securely and hold in strict confidence all
                                            Confidential Information received, acquired or developed by the Executive or disclosed to
                                            the Executive as a result of or in connection with this Agreement. The Executive agrees that,
                                            both during and after the termination of this Agreement, the Executive will not, directly
                                            or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy
                                            or disclose, any Confidential Information to any person, except as such disclosure or use
                                            is required to perform its duties hereunder or as may be consented to by prior written authorization
                                            of the Company, or which is required to be disclosed under applicable laws or legal process.



 


		(e)	The
                                            Executive understands that the Company has from time to time in its possession information
                                            belonging to third parties or which is claimed by third parties to be confidential or proprietary
                                            and which the Company has agreed to keep confidential. The Executive agrees that all such
                                            information shall be Confidential Information for the purposes of this Agreement.



 


4.2       Intellectual
Property


 


		(a)	In
                                            this Agreement:



 


		(i)	“Intellectual
                                            Property Rights” means any and all legal protection recognized by the law (whether
                                            by statute, common law or otherwise, in the United States, Canada and all other countries
                                            world-wide) in respect of the Works (as defined below) and Confidential Information, including
                                            trade secret and confidential information protection, patents, copyright and copyright registration,
                                            industrial design registration, trade dress and trade-marks and trade-mark registrations
                                            and other registrations or grants of rights analogous thereto;



 


		(ii)	“Works”
                                            includes all inventions, methods, processes, discoveries, designs, ideas, works, creations,
                                            developments, algorithms, drawings, compilations of information, analysis, experiments, data,
                                            reports, know-how, techniques, products, samples, tools, machines, software and all documentation
                                            therefore, flowcharts, specifications and source code listings, whether patentable or not,
                                            including any modifications or improvements thereto that: (1) are conceived, developed, created,
                                            generated or reduced to practice by the Executive (whether alone or with others in or outside
                                            the Company) as a result of the Executive’s involvement with the Company; or, (2) result
                                            from the Executive’s fulfillment of the Executive’s obligations hereunder; or
                                            (3) result from the use of the premises and property (including equipment, supplies or Confidential
                                            Information) owned, licensed or leased by the Company;



 


		(b)	The
                                            Executive will disclose all Works promptly and fully to the Company. The Executive will maintain
                                            at all times adequate and current records relating to the Works, which records will be and
                                            remain the property of the Company.



 




    	 



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		(c)	Notwithstanding
                                            anything else contained herein, the Company will have sole and exclusive right, title and
                                            interest, world-wide, in and to all Works and Intellectual Property Rights, which right,
                                            title and interest will continue after termination of this letter agreement. Accordingly,
                                            the Executive hereby irrevocably assigns (and in the case of Works created on or after the
                                            Effective Date, agree to assign, without the need for any further remuneration or consideration)
                                            to the Company all worldwide right, title and interest of any nature whatsoever in and to
                                            all Works and Intellectual Property Rights.



 


		(d)	The
                                            Executive hereby waives (and in the case of Works created on or after the Effective Date,
                                            agrees to waive) all moral rights arising under the Copyright Act (Canada) and any
                                            rights to similar effect in any country or at common law (“Moral Rights”)
                                            that the Executive may have in respect of the Works, and acknowledge that such waiver may
                                            be invoked by any person authorized by the Company.



 


		(e)	Aside
                                            from Moral Rights, if the Executive has any Intellectual Property Rights that cannot be assigned
                                            to the Company, the Executive hereby unconditionally and irrevocably grants to the Company
                                            an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license with
                                            rights to sub-license to all such rights for the full duration of such rights and any renewals
                                            or extensions thereof. Further, aside from Moral Rights, if the Executive has any Intellectual
                                            Property Rights that cannot be so assigned or licensed, the Executive hereby unconditionally
                                            and irrevocably waives the enforcement of such rights, and all claims and causes of action
                                            of any kind against the Company, its licensees, successors and assigns with respect to such
                                            rights. The Executive agrees, at the Company’s request and expense, to consent to and
                                            join in any action by the Company to enforce such rights.



 


		(f)	The
                                            Executive will execute and deliver to the Company whenever requested by the Company, any
                                            and all further documents and assurances that the Company may deem necessary or expedient
                                            to affect the purposes and intent of the assignment set out herein. If the Executive refuses
                                            or fails to execute any further documents and assurances whenever requested by the Company,
                                            this Agreement will form a power of attorney granting to the Company the right to execute
                                            and deliver on the Executive’s behalf (as the case may be), all such further documents
                                            and assurances that the Company may deem necessary or expedient to effect the purposes and
                                            intent of the assignment and waiver set out herein on the Executive’s behalf.



 


		4.3	Non-Solicitation



 


During
the Executive’s employment and for a period of one (1) year from the end of the Executive’s employment (howsoever occasioned),
the Executive shall not, without the prior written consent of the Company, either alone or jointly with or on behalf of any person or
entity, directly or indirectly solicit or entice away or endeavor to solicit or entice away from the Company (or an affiliated company
with which the Executive had direct involvement):


 


		(a)	any
                                            person who at the date of the termination of the Executive’s employment was a Client
                                            or Customer of the Company; and



 


		(b)	any
                                            persons who were employees of or independent contractors of the Company at the time of the
                                            termination of the Executive’s employment, or during a period of ninety (90) days immediately
                                            preceding the termination of the Executive’s employment, to terminate their employment
                                            or contractor agreements with the Company (whether or not that person or entity would commit
                                            a breach of their contract of employment or their contract for services, by doing so).



 




    	 



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For
the purposes of this Subsection 4.3, “Client or Customer” means any person or entity to whom the Executive provided
products or services, with whom the Executive had direct and material contract, or about whom the Executive received Confidential Information,
during the course of the Employee’s employment with the Company.


 


4.4       Non-Competition


 


During
the Executive’s employment and for a period of one (1) year from the end of the Executive’s employment (howsoever occasioned),
the Executive shall not, directly or indirectly, whether as owner, shareholder (except to the extent of a less than 2% ownership interest
of the outstanding shares of a publicly held corporation), director, agent, officer, employee, consultant, independent contractor or
in any other capacity whatsoever of a corporation, partnership, proprietorship, be engaged in, compete with, be financially concerned
or interested with, or employed by any company carrying on the business of development or processing of magnesium anywhere in North or
South America or Europe.


 


1.1       Ownership
and Return of Confidential Information.


 


All
Confidential Information disclosed to or obtained by the Executive in tangible form (including, without limitation, information incorporated
in computer software or held in electronic storage media) shall be and remain the property of the Company. All such Confidential Information,
and any other property of the Company possessed by the Executive at the time the Executive ceases employment with the Company shall be
returned to the Company at such time, or earlier upon request of the Company. Upon the return of Confidential Information or any such
other property of the Company, it shall not thereafter be retained in any form, in whole or in part, by the Executive. The Executive
agrees to permanently delete and destroy any copies of Confidential Information from any of the Executive’s personal electronic
devices immediately upon the termination of the employment of the Executive for any reason.


 


1.2       Nondisparagement


 


During
the Term, and thereafter, the Executive agrees not to defame or disparage or criticize the Company, its business plan, procedures, products,
services, development, finances, financial condition, capabilities or other aspect of its business, or any of its stakeholders to any
person or entity, without limitation in time. Notwithstanding the foregoing sentence, the Executive and the Company may confer in confidence
with his or its respective advisors and make truthful statements as required by law.


 




    	 



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1.3       Reasonableness


 


		(a)	The
                                            Executive acknowledges and agrees that the restrictions contained in this Section 4 with
                                            respect to time and scope are reasonable and do not impose a greater restraint than is necessary
                                            to protect the goodwill and other legitimate business interests of the Company and that the
                                            Executive has had the opportunity to review the provisions of this Agreement with the Executive’s
                                            legal counsel, if any. In particular, the Executive agrees and acknowledges that the Company
                                            expends significant time and effort developing and protecting the confidentiality of the
                                            Confidential Information, which has significant value.



 


		(b)	The
                                            Executive and the Company further agree that: (1) this non-compete is reasonably necessary
                                            to protect the needs, inclusive of confidential information and trade secrets, of the Company;
                                            (2) the limitations imposed by this non-compete are not greater than reasonably necessary
                                            to protect the Company; and (3) the limitations in this non-compete do not cause any harm
                                            to the public by preventing the Executive from using his skills or service in the field.



 


		(c)	The
                                            Executive and the Company agree that the restrictions contained in Subsections 4.3 and 4.4
                                            are reasonable in time and scope given that Executive was provided with access to the Company’s
                                            and its customers’ internal operations and business relationships.



 


		(d)	This
                                            Section 4 does not restrict or impede, in any way, and shall not be interpreted or understood
                                            as restricting or impeding, the Executive from exercising protected rights that cannot be
                                            waived by agreement.



 


5.       enforcement


 


		(a)	The
                                            Executive acknowledges and agrees that the covenants and obligations under this Agreement,
                                            and in particular under Section 4, are reasonable, necessary and fundamental to the protection
                                            of the Company’s legitimate business interests, and that any breach of this Agreement
                                            by the Executive would result in irreparable harm to the Company and loss and damage to the
                                            Company for which the Company could not be adequately compensated by an award of monetary
                                            damages.



 


		(b)	The
                                            Executive acknowledges and agrees that in the event of any breach or threatened breach of
                                            Section 4 of this Agreement by the Executive, the Company will, in addition to any and all
                                            remedies available to the Company at law or in equity, be entitled as a matter of right to
                                            judicial relief by way of a restraining order, interim, interlocutory or permanent injunction,
                                            or order for specific performance as may be necessary to ensure that the Executive complies
                                            with and performs the Executive’s obligations under this Agreement, and including
                                            an award of special costs of any such court application against the Executive, and the Executive
                                            further covenants and agrees not to oppose the granting of any such judicial relief and hereby
                                            waives any and all defenses to the strict enforcement of this Agreement. Any such relief
                                            shall be in addition to and not in lieu of any appropriate relief in the way of monetary
                                            damages and equitable accounting of all earnings, profits and other benefits arising from
                                            such violation, which rights shall be cumulative and in addition to any other rights or remedies
                                            to which the Company may be entitled. Executive does hereby waive any requirement for the
                                            Company to post a bond for any injunction. If, however, a court nevertheless requires a bond
                                            to be posted, the Executive agrees that such bond shall be in a nominal amount.



 




    	 



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6.       TERMINATION


 


6.1       Termination
by the Executive


 


The
Executive may terminate this Agreement and his employment with the Company at any time by giving the Company at least eight (8) weeks
of written notice, which the Company may waive in whole or in part, subject to any minimum entitlements under the British Columbia Employment
Standards Act. The Executive agrees that such waiver shall not constitute termination of the Executive’s employment by the
Company.


 


6.2       Termination
Without Cause by the Company


 


		(a)	The
                                            Company may terminate the employment of the Executive without just cause at any time by providing
                                            the Executive notice or pay in lieu of such notice and severance pay, if applicable, in the
                                            amount of one (1) months’ Base Salary:



 


		(i)	any
                                            minimum entitlements to written notice of termination, payment in lieu of such notice, or
                                            a combination of written notice and payment in lieu of such notice, at the Company’s
                                            sole discretion, required by the British Columbia Employment Standards Act, as amended
                                            from time to time (the “ESA
                                            Minimums”)



 


(collectively,
the “Termination Payment”).


 


		(b)	The
                                            Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2
                                            will be the maximum notice or compensation to which the Executive is entitled in lieu of
                                            reasonable notice, including statutory, contractual and common law amounts, and the Company
                                            will have no further obligations to the Executive with respect to the termination of this
                                            Agreement or the Executive’s employment with the Company, including without limitation
                                            further compensation, severance pay or damages. This Subsection 6.2 will continue to apply
                                            throughout the Executive’s employment, regardless of the Executive’s length of
                                            service or any changes that may occur to the Executive’s position, duties and responsibilities,
                                            compensation or benefits, or other terms of employment, unless the Company and the Executive
                                            agree otherwise in writing.



 


		(c)	Where
                                            this Agreement and the Executive’s employment is terminated in accordance with this
                                            Subsection 6.2, the Executive agrees to release and forever discharge the Company, and each
                                            of their directors, officers or employees, of and from any and all manner of actions, causes
                                            of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever,
                                            known or unknown, whether in law or in equity or pursuant to statute, which, as against the
                                            Company or such persons as aforesaid or any of them, the Executive has ever had, now has,
                                            or at any time hereafter the Executive can, will or may have, by reason of or arising out
                                            of this Agreement, the Executive’s employment, or the termination of this Agreement
                                            and the Executive’s employment, prior to receiving any payments in excess of the ESA
                                            Minimums. The Executive agrees to execute a full and final release in favour of the Company,
                                            in a form to be provided by the Company, prior to receiving the compensation set out in this
                                            Subsection 6.2 of in excess of the ESA Minimums.



 


6.3       Termination
with Just Cause by Company


 


		(a)	For
                                            the purposes of this Agreement, “Just Cause” means:



 


		(i)	committing
                                            any willful or intentional act of dishonesty, including, but not limited to, fraud, or falsification
                                            of an employment record;



 


		(ii)	being
                                            found guilty of, or entering a plea of guilty or no contest to, any felony or any crime involving
                                            moral turpitude, dishonesty or theft;



 




    	 



    	- 12 -



    

 


		(iii)	willful
                                            disobedience or insubordination with respect to a lawful directive of Executive’s superior
                                            or the Board;



 


		(iv)	material
                                            breach of this agreement or of any of the Company’s policies;



 


		(v)	improper
                                            or unauthorized disclosure of Confidential Information; or



 


		(vi)	any
                                            action, omission or commission which a British Columbia court will conclude just cause at
                                            law.



 


		(b)	Notwithstanding
                                            any other provision of this Agreement, the Company may terminate this Agreement and the Executive’s
                                            employment with the Company at any time for Just Cause, without prior notice or pay in lieu
                                            of notice or any other form of compensation, severance pay or damages.



 


		(c)	A
                                            failure by the Company to rely upon the provisions of this Subsection 6.3 in any given instance
                                            or instances shall not constitute acquiescence or be deemed a waiver by the Company of its
                                            entitlement to terminate the Executive’s employment for Just Cause. The Executive agrees
                                            that if the Company provides the Executive with notice of termination or payment in lieu
                                            of such notice in accordance with Subsection 6.2, the Company will not be prevented from
                                            alleging Just Cause for termination of the terms of the Executive’s employment or this
                                            Agreement. Further, the Executive agrees that if the Company unsuccessfully alleges Just
                                            Cause pursuant to this Subsection 6.3, or if the Executive is found to have been constructively
                                            dismissed, the Executive’s entitlement to notice or pay in lieu of notice will be limited
                                            to the entitlements set out in Subsection 6.2.



 


6.4       General
Termination Provisions


 


		(a)	Upon
                                            the death or disability diagnosed by a licensed physician of the Executive such that, in
                                            the view of the Company’s directors other than the Executive, the Executive is not
                                            able to carry out his essential job functions, the Company may terminate the Executive’s
                                            employment by providing the Executive or his estate with pay and severance pay, if applicable,
                                            in the amount of one (1) months’ Base Salary payable monthly, and conditioned on the
                                            effectiveness of a Release. Prior to terminating the Executive under this Subsection 6.4(a),
                                            the Company will make reasonable accommodation necessary to enable the Executive to perform
                                            his essential job functions unless providing such accommodation would pose an undue hardship
                                            on the Company. The terms “essential job functions,” reasonable accommodation,”
                                            and “undue hardship” as they are used in this Subsection 6.4(a) shall be defined
                                            as in the Americans with Disabilities Act of 1990.



 


		(b)	Upon
                                            termination for any reason, Executive shall receive accrued but unpaid wages through the
                                            date of termination, any unreimbursed expenses as required under this Agreement, and any
                                            other amounts as required by law.



 


		(c)	Upon
                                            termination of the Executive’s employment for any reason, the Executive shall immediately
                                            resign from all offices which he holds with the Company, its affiliates, and its subsidiaries.
                                            The Executive understands and agrees that he will not be entitled to receive any further
                                            notice, payment in lieu of notice, severance pay, benefits, compensation, or damages of any
                                            kind, whether at common law or otherwise, other than the entitlements as set forth in this
                                            Agreement.



 




    	 



    	- 13 -



    




 


7.       CHANGE
OF CONTROL


 


		(a)	For
                                            the purpose of this Section 7, “Change of Control” means the occurrence
                                            of any of the following events:



 


		(i)	an
                                            acquisition, directly or indirectly, of voting securities of the Company (including securities
                                            of the Company on which conversion will become voting securities) by any person or group
                                            of persons acting in concert such that such person or group of persons are able for the first
                                            time to affect materially the control of the company;



 


		(ii)	a
                                            merger, amalgamation or other business combination of the Company with or into another entity,
                                            or any other corporate reorganization, if more than 50% of the combined voting power of the
                                            continuing or surviving entity’s securities outstanding immediately thereafter are
                                            owned by persons who were not security holders of the Company immediately prior to such merger,
                                            amalgamation, business combination or reorganization;



 


		(iii)	the
                                            exercise of the voting power of any of all securities of the Company so as to cause or result
                                            in the election of a majority of members of the Board of Directors who were not previously
                                            incumbent directors thereof;



 


		(iv)	the
                                            completion of a tender offer, an exchange offer, a take-over bid or any other offer or bid
                                            by an entity, person or group (other than the Company or a wholly-owned subsidiary of the
                                            Company) of more than 50% of the issued and outstanding voting securities of the Company;
                                            or



 


		(v)	the
                                            sale, transfer or disposition by the Company of all or substantially all of the assets of
                                            the Company;



 


provided
that:


 


		(vi)	an
                                            event will not constitute a Change of Control if its sole purpose is to change the jurisdiction
                                            of incorporation of the Company or to create a holding company or other corporation, partnership
                                            or trust that will be owned in substantially the same proportions by the persons who held
                                            the Company’s securities immediately before such event; and



 


		(vii)	a
                                            Change of Control will be deemed not to have occurred with respect to the Executive if the
                                            Executive is the acquirer or part of the acquiring group that consummates the Change of Control.



 


		(b)	For
                                            the purposes of this Section 7, “Good Reason” means the occurrence after
                                            a Change of Control event, without the Executive’s consent, of any of the following:



 


		(i)	a
                                            material and detrimental change in the title, position, duties and responsibilities, authority
                                            or status of the Executive with the Company;



 


		(ii)	a
                                            material breach by the Company of this Agreement; or



 


		(iii)	a
                                            material reduction of the Base Salary.



 




    	 



    	- 14 -



    




 


In
order to terminate his employment for Good Reason:


 


		(i)	the
                                            Executive must first give the Company written notice of the action (including for all purposes,
                                            any failure to act on the part of the Company) alleged to constitute Good Reason within ninety
                                            (90) days after the Executive is first aware of such action;



 


		(ii)	the
                                            Company must fail to cure such action within thirty (30) days after receipt of such notice;
                                            and



 


		(iii)	the
                                            Executive must resign within thirty (30) days after the end of such cure period.



 


		(b)	In
                                            the event the Company (or any successor) terminates the Executive’s employment without
                                            cause within 12 months of a Change of Control, or in the event the Executive terminates his
                                            employment for Good Reason within 12 months of a Change of Control, the Executive will receive
                                            from the Company the Termination Payment in accordance with Subsection 6.2.



 


		(c)	Where
                                            this Agreement and the Executive’s employment is terminated in accordance with this
                                            Section 7, the Executive agrees to release and forever discharge the Company, and each of
                                            their directors, officers or employees, of and from any and all manner of actions, causes
                                            of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever,
                                            known or unknown, whether in law or in equity or pursuant to statute, which, as against the
                                            Company or such persons as aforesaid or any of them, the Executive has ever had, now has,
                                            or at any time hereafter the Executive can, will or may have, by reason of or arising out
                                            of this Agreement, the Executive’s employment, or the termination of this Agreement
                                            and the Executive’s employment, prior to receiving any payments in excess of the ESA
                                            Minimums. The Executive agrees to execute a full and final release in favour of the Company,
                                            in a form to be provided by the Company, prior to receiving the compensation set out in Subsection
                                            6.2 of in excess of the ESA Minimums.



 


8.       GENERAL


 


8.1       Entire
Agreement


 


This
Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any
previous oral or written communications, representations, understandings or agreements between the Parties with respect thereto. There
are no representations, warranties, terms, conditions, undertakings or collateral agreements, express or implied, between the Parties
other than as expressly set forth in this Agreement.


 


8.2       Severability


 


If
any provisions of this Agreement are determined to be invalid, void or unenforceable, in whole or in part, such invalidity, voidance
or unenforceability shall attach only to such provision or part thereof, and the remaining part of such provision and all other provisions
thereof shall continue in full force and effect.


 




    	 



    	- 15 -



    




 


8.3       Continuing
Obligations


 


Notwithstanding
the termination of this Agreement for any reason whatsoever, the provisions of Articles 4, 5, 6, 7,
and 8 hereof and any other provisions of this Agreement necessary to give efficacy
thereto shall continue in full force and effect following such termination.


 


8.4       Waiver


 


The
waiver by the Executive or by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by the Company or by the Executive.


 


8.5       Modification
of Agreement


 


Any
modification to this Agreement must be in writing and signed by the Parties or it shall have no effect and shall be void.


 


8.6       Assignment
of Rights


 


The
Company has the right to assign this Agreement to another party. The Executive will not assign the Executive’s rights under this
Agreement or delegate to others any of the Executive’s functions and duties under this Agreement.


 


8.7       Attorney’s
Fees


 


Each
side will bear its own attorney’s fees with respect to this Agreement.


 


8.8       Governing
Law


 


This
Agreement and all related matters will be governed by, and construed in accordance with, the laws of British Columbia and the laws of
Canada applicable therein (excluding any choice of law rules). Any dispute arising from, connected with, or relating to this Agreement
or any related matters will be resolved by the courts of British Columbia and the parties hereby irrevocably submit and attorn to the
original and exclusive jurisdiction of those courts.


 


6.2       Headings


 


The
headings in this Agreement are for convenience of reference only and should not be given any effect in the interpretation of this Agreement.


 


6.3       Confidentiality
of Agreement


 


The
Executive will keep confidential and not disclose any of the terms of this Agreement to any person unless required to do so by law or
for the purpose of obtaining confidential legal, financial or tax planning advice.


 


8.11       Continuing
Cooperation


 


The
Executive agrees that he shall, both during the term of this Agreement and thereafter, fully co-operate with and assist the Company in
the resolution of complaints, claims or disputes against the Company, including without limitation civil, criminal or regulatory proceedings.


 




    	 



    	- 16 -



    




 


8.12Legal
Advice


 


The
Executive acknowledges and agrees that he has had the opportunity to seek independent legal advice in relation to the nature, contents,
terms and effect of this Agreement.


 


8.13Counterparts


 


This
Agreement may be executed in counterparts, and such original executed counterparts together shall constitute one agreement.


 


IN
WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and year first written above.


 


Western
Magnesium Canada Corporation.


 


	/s/ Sam Ataya	
	Sam
Ataya, Executive President & CEO	 
	Per:
Authorized Signatory	 




 


	SIGNED
                                            by Paul Sauve in the presence of:

    Signature

     

    

     

    
	)

    )

    )

    )

    

    

    

    
	 

     

     

     

    

    

	/s/
    Lisa Maxwell	)	 
		)	/s/
    Paul Sauve
	Print
    Name: Lisa Maxwell	)	Paul
    Sauve



 






    	 



    	 



    

 


Schedule
A


 


Vice-President,
Operations


 


Overview


 


The
primary responsibility of the Vice-President, Operations to fulfil the corporate administrative function for the Company in alignment
with both its short-term operational objectives and long-term strategic goals. While the CEO of the Company is responsible for the leadership
and operational oversight of the Company, the Vice-President, Operations is responsible for the


 


The
Vice-President, Operations shall have such skills and abilities as are considered necessary by the CEO and the Board. The Vice-President,
Operations both works with, and is accountable to, the CEO and the Board.


 


General
Responsibilities


 


The
Executive’s specific responsibilities as Vice-President, Operations for the Company shall include, but not be limited to, the following:


 


		1)	Strategic
                                            Leadership



		●	Taking
                                            projects from conception to commercialization



		●	Developing
                                            a successful, bankable feasibility study



		●	Directing
                                            the development of a project schedule and its implementation



		●	Building
                                            out a full team from an initial core team



 


		2)	Financial
                                            Leadership



		●	Managing
                                            the department’s Profit & Loss



		●	Identifying
                                            and driving down costs for implementation of new technology



 


		3)	Risk
                                            Management



		●	Contributing
                                            to risk identification and mitigation development



		●	Administering
                                            Risk Management action items



 


		4)	Administrative
                                            Leadership



		●	Implementing
                                            the decisions of the board of directors



		●	Attending
                                            and take minutes of directors’ and members’ meetings



 


		5)	Compliance
                                            Leadership






	 	●	Ensure
     compliance obligations under relevant laws and the requirements of regulatory authorities are met (e.g.,
    stock exchange)






 


Emergency
and immediate succession for the Vice-President, Operations will be addressed directly by the CEO until such time as a permanent remedy
is implemented, unless a suitable alternate succession plan is in place and endorsed by the CEO and Board prior to the event.


 


The
Company conducts its work based out of offices located in the lower mainland of British Columbia, however a permanent office may be established.
Travel will also be required regularly to complete tasks for the Company.