Exhibit
10.14



FORM
OF


UNIT
SUBSCRIPTION AGREEMENT


WESTERN
MAGNESIUM CORPORATION (the “Issuer”)


 


THIS
DOCUMENT CONTAINS A NUMBER OF FORMS REQUIRED BY SECURITIES LEGISLATION AND POLICIES, SOME OF WHICH YOU MUST COMPLETE AND OTHERS YOU NEED
NOT DEPENDING ON A NUMBER OF FACTORS. PLEASE READ THE FOLLOWING GUIDE CAREFULLY AS IT WILL ASSIST YOU IN COMPLETING THIS SUBSCRIPTION
AGREEMENT CORRECTLY.


 


STEP
1 Enter the number of Units you are purchasing, and your name, address and telephone number and sign this document on pages 1 and
2.


 


STEP
2 Please complete the Registration and Delivery Instructions on page 1 if your Units are to be registered or delivered differently
from your name and address on page1.


 


STEP
3 All Subscribers must complete “Information Regarding the Subscriber” appearing on page 1 and 2.


 


STEP
4 If you are a resident of Canada and an “Accredited Investor” as defined in National Instrument 45-106 or
Securities Act (Ontario) (generally a high net worth or high income investor), you must complete and sign Schedule A –
Accredited Investor Certificate and Schedule B - Accredited Investor – Risk Acknowledgement if you are an individual.


 


STEP
5 If you are a resident of Canada, not an individual, and are purchasing $150,000 of more Units, please complete and sign Schedule
C – Minimum Amount Investment Status Certificate.


 


STEP
6 If you are a resident in an International Jurisdiction other than in the United States, please contact your legal counsel for an
exemption from registration available to you in your home jurisdiction. Please complete and sign Schedule B – “Accredited
Investor Certificate” if you are an “Accredited Investor” and the Appendix 2 attached to Schedule B if you
are an individual.


 


STEP
7 If you are subscribing in the United States or are a U.S. Person (as defined in Regulation S under the U.S. Securities Act of
1933, as amended) you must be a U.S. fiduciary excluded from the definition of “U.S. Person” pursuant to Rule
902(k) (2) (i) of Regulation S or an “Accredited Investor”
under U.S. law – please complete and sign Schedule D – “U.S. Purchaser Certificate”.


 


STEP
8 If you are not an individual (that is, a corporation, partnership, trust or other entity) or is a portfolio manager and you do
not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the “Exchange”), you
must complete and sign Schedule E – Exchange Corporate Placee Registration Form.


 


Please
fax or email completed forms and deliver subscription funds to the Issuer’s head office at:


 


Western
Magnesium Corporation


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


Attention:
Karim Alameddine, Corporate Secretary


T:
+1 (604) 423-2709


E:
kalameddine@westmagcorp.com


 


Funds
may be paid by certified cheque or bank draft payable to “Western Magnesium Corporation” or wired as detailed below.
All monetary amounts herein are in Canadian dollars.


 


Wire
Transfer Instructions:


 


	Beneficiary
    Name:	Western
    Magnesium Corporation
	Beneficiary
    Address:	580
    Hornby Street, Suite 900, Vancouver, BC V6C 3B6
	Beneficiary
    Bank:	Bank
    of America
	SWIFT
    #	BOFAUS3N
	ABA
    #	026009593
	Bank
    Account Number:	 



 



    	 



    	 



    


 


 


 


EQUITY
UNIT OFFERING TERM SHEET


WESTERN
MAGNESIUM CORPORATION


 


The
following is a summary of the basic terms and conditions of a proposed unit financing of Western Magnesium Corporation, a British Columbia
corporation (the “Issuer”).


 


This
term sheet is for discussion purposes only and is not binding on Issuer or the Investors (as defined below), nor is Issuer or any of
the Investors obligated to consummate the unit financing until a subscription agreement has executed by Issuer and the Investors.


 





	Issuer:	Western
  Magnesium Corporation
	 	 
	About:	The
  Issuer is a Delaware corporation.
	 	 
	 	The
  Issuer is a publicly traded company with its shares listed on the TSX Venture Exchange (“TSX-V”) under the symbol “WMG.V”,
  OTCQB market under the symbol “MLYF” and on Frankfurt exchange under the symbol “M1V”.
	 	 
	 	The
  Issuer is principally engaged in the acquisition, exploration and development of interests in mineral resource projects in Canada and
  the USA.
	 	 
	 	The
  Issuer’s goal is to be a low-cost producer of green, primary magnesium metal, a strategic commodity prized for its strength and
  light weight. The Issuer is researching the use a continuous silicothermic process to produce magnesium, which it believes will significantly
  reduce labor and energy costs relative to current methods and processes, while being environmentally friendly.
	 	 
	Offering:	[__]
  Units (the “Units”). Each Unit shall consist of one Common Share in the Issuer and one Common Share Purchase Warrant
  (“Warrant”). Each whole Warrant shall be exercisable into one additional Common Share of the Issuer (“Warrant
  Share”) for a period of twelve (12) months from the Closing Date at an exercise price of CAD [__] per Warrant Share.
	 	 
	Financing
  Amount:	Up
  to [__] Canadian Dollars ($[__]).
	 	 
	Issue
  Price:	CAD
  [__] per Unit.
	 	 
	Offering
  Jurisdictions:	Canada,
  except Quebec, and such other jurisdictions as the Corporation may deem advisable, subject to regulatory requirements.
	 	 
	Qualification
  for Subscription:	The
                                            Offering is made to accredited investors within the meaning of National Instrument 45-106
                                            in the Offering Jurisdictions and pursuant to other applicable registration and prospectus
                                            exemptions in identified jurisdictions.


	 	 
	Closings:	The
  Issuer may close the sale of the Units in one or more closings with one or more purchasers of the Units (the “Investors”).
	 	 
	Eligibility:	Eligible
  for RRSP, RESP, RRIF and DPSP Accounts.
	 	 
	Use
  of Funds:	Proceeds
  will be utilized for working capital purposes
	 	 
	Fees
  and Expenses:	The
  parties shall pay their own expenses and legal fees in connection with this Offering.
	 	 
	Hold
  Period:	The
  Units and underlying securities will be subject to a statutory hold period in Canada for a period of four months and one day from the
  Closing Date. The Units and underlying securities may also be subject to statutory hold periods that apply in the home jurisdictions
  of subscribers resident outside of Canada.
	 	 
	Governing
  Law:	This
  Offering shall be governed by the laws of the Province of British Columbia and the federal laws applicable therein.


 






    	Western Magnesium Corporation Term Sheet - Equity Unit Offering 2021 i



    	 



    




 


 






    	 	 	 



    	 



    

 


 






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SCHEDULE
A


ACCREDITED
INVESTOR CERTIFICATE


 


To:
Western Magnesium Corporation (the “Issuer”)


 





 



 


In
connection with the purchase by the undersigned Subscriber of the units of the Issuer, the Subscriber, on its own behalf and on behalf
of each of the beneficial purchasers for whom the Subscriber is acting, hereby represents, warrants, covenants and certifies to the Issuer
(and acknowledges that the Issuer and its counsel are relying thereon) that:


 


	 	(a)	the
                                            Subscriber is acquiring the Subscriber’s units as principal for its own account and
                                            not for the benefit of any other person;
	 	 	 
		(a)	the
                                            Subscriber, or each of the beneficial purchasers for whom the Subscriber is acting, is an
                                            “Accredited Investor” within the meaning of NI 45-106 on the basis that
                                            the undersigned fits within the category of an “Accredited Investor” reproduced
                                            below beside which the undersigned has indicated the undersigned belongs to such category;
                                            and



 


		(b)	upon
                                            execution of this Schedule A by the Purchaser, this Schedule A shall be incorporated into
                                            and form a part of the Subscription Agreement.



 


Part
1: Accredited Investor (defined in NI 45-106)


 


		1.	the
                                            Purchaser is not a trust company or trust company registered under the laws of Prince Edward
                                            Island that is not registered or authorized under the Trust and Loan Companies Act (Canada)
                                            or under comparable legislation in another jurisdiction of Canada, and



 


		2.	the
                                            Purchaser is an “Accredited Investor” within the meaning of NI 45-106,
                                            by virtue of satisfying the indicated criterion below (YOU MUST: (1) INITIAL OR PLACE A CHECK-MARK
                                            ON THE APPROPRIATE LINE(S) BELOW, AND (2) IF YOU SELECT ANY OF CATEGORIES 1(d), 1(f) or 1(g)
                                            BELOW, MUST ALSO COMPLETE AND SIGN SCHEDULE B TO THIS SUBSCRIPTION AGREEMENT) (see certain
                                            guidance with respect to accredited investors below):



 


		[  ]	(a)	except
                                            in Ontario, a Canadian financial institution or an authorized foreign bank listed in Schedule
                                            III of the Bank Act (Canada),
	 	 	 	 
		[  ]	(b)	except
                                            in Ontario, the Business Development Bank of Canada incorporated under the Business Development
                                            Bank of Canada Act (Canada),
	 	 	 	 
		[  ]	(c)	except
                                            in Ontario, a subsidiary of any person referred to in paragraph (a) or (b), if the person
                                            owns all of the voting securities of the subsidiary, except the voting securities required
                                            by law to be owned by directors of that subsidiary,
	 	 	 	 
		[  ]	(d)	except
                                            in Ontario, a person registered under the securities legislation of a jurisdiction of Canada
                                            as an adviser or dealer,
	 	 	 	 
		[  ]	(e)	an
                                            individual registered under the securities legislation of a jurisdiction of Canada as a representative
                                            of a person referred to in paragraph (i),
	 	 	 	 
		[  ]	(e.1)	an
                                            individual formerly registered under the securities legislation of a jurisdiction of Canada,
                                            other than an individual formerly registered solely as a representative of a limited market
                                            dealer under one or both of the Securities Act (Ontario)
                                            or the Securities Act (Newfoundland and Labrador),
	 	 	 	 
		[  ]	(f)	except
                                            in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation,
                                            agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada,






 








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		[  ]	(g)	except
                                            in Ontario, a municipality, public board or commission in Canada and a metropolitan community,
                                            school board, the Comité de gestion de la taxe scolaire de l’île de Montréal
                                            or an intermunicipal management board in Quebec,
	 	 	 	 
		[  ]	(h)	except
                                            in Ontario, any national, federal, state, provincial, territorial or municipal government
                                            of or in any foreign jurisdiction, or any agency of that government,
	 	 	 	 
		[  ]	(i)	except
                                            in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial
                                            Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction
                                            of Canada,
	 	 	 	 
	 	[  ]	(j)	an
                                            individual who, either alone or with a spouse, beneficially owns financial assets having
                                            an aggregate realizable value that, before taxes but net of any related liabilities, exceeds
                                            $1,000,000, (YOU MUST ALSO COMPLETE AND SIGN SCHEDULE B),


	 	 	 	 
	 	[  ]	(j.1)	an
                                            individual who beneficially owns financial assets having an aggregate realizable value that,
                                            before taxes but net of any related liabilities, exceeds $5,000,000, (YOU MUST ALSO COMPLETE
                                            AND SIGN SCHEDULE “B”),


	 	 	 	 
	 	[  ]	(k)	an
                                            individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar
                                            years or whose net income before taxes combined with that of a spouse exceeded $300,000 in
                                            each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed
                                            that net income level in the current calendar year, (YOU MUST ALSO COMPLETE AND SIGN SCHEDULE
                                            “B”),


	 	 	 	 
	 	[  ]	(l)	an
                                            individual who, either alone or with a spouse, has net assets of at least $5,000,000, (YOU
                                            MUST ALSO COMPLETE AND SIGN SCHEDULE “B”),



 


		[  ]	(m)	a
                                            person, other than an individual or investment fund, that has net assets of at least $5,000,000
                                            as shown on its most recently prepared financial statements and that has not been created
                                            or used solely to purchase or hold securities as an accredited
                                            investor as defined in this paragraph (viii),
	 	 	 	 
		[  ]	(n)	an
                                            investment fund that distributes or has distributed its securities only to:



 


		(a)	a
                                            person that is or was an accredited investor at the time of the distribution,



 


		(b)	a
                                            person that acquires or acquired securities in the circumstances referred to in sections
                                            2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment
                                            funds] of NI 45-106, or






 


		(c)	a
                                            person described in paragraph 1(1) or 1(2) that acquires or acquired securities under section
                                            2.18 [Investment fund reinvestment] of NI 45-106,



 


		[  ]	(o)	an
                                            investment fund that distributes or has distributed securities under a prospectus in a jurisdiction
                                            of Canada for which the regulator or, in Québec, the securities regulatory authority,
                                            has issued a receipt,






 


		[  ]	(p)	a
                                            trust company or trust corporation registered or authorized to carry on business under the
                                            Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction
                                            of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed
                                            by the trust company or trust corporation, as the case may be,






 


		[  ]	(q)	a
                                            person acting on behalf of a fully managed account managed by that person, if that person
                                            is registered or authorized to carry on business as an adviser or the equivalent under the
                                            securities legislation of a jurisdiction of Canada or a foreign jurisdiction,






 


		[  ]	(r)	a
                                            registered charity under the Income Tax Act (Canada) that, in regard to the trade,
                                            has obtained advice from an eligibility adviser or an adviser registered under the securities
                                            legislation of the jurisdiction of the registered charity to give advice on the securities
                                            being traded,









 




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		[  ]	(s)	an
                                            entity organized in a foreign jurisdiction that is analogous to the entity referred to in
                                            paragraph 1(a) in form and function, or



 


		[  ]	(t)	a
                                            person in respect of which all of the owners of interests, direct, indirect or beneficial,
                                            except the voting securities required by law to be owned by directors, are persons that are
                                            accredited investors.






 


		[  ]	(u)	an
                                            investment fund that is advised by a person registered as an adviser or a person that is
                                            exempt from registration as an adviser,
	 	 	 	 
		[  ]	(v)	a
                                            person that is recognized or designated by the securities regulatory authority or, except
                                            in Ontario and Quebec, the regulator as an accredited investor, or
	 	 	 	 
		[  ]	(w)	a
                                            trust established by an accredited investor for the benefit of the accredited investor’s
                                            family members of which a majority of the trustees are accredited investors and all of the
                                            beneficiaries are the accredited investor’s spouse, a former spouse of the accredited
                                            investor or a parent, grandparent, brother, sister, child or grandchild of that accredited
                                            investor, of that accredited investor’s spouse or of that accredited investor’s
                                            former spouse






 


Part
2: Accredited Investor (defined in section 73.3(1) of the Securities Act (Ontario)):


 


For
Ontario residents only.


 


The
Subscriber hereby confirms and certifies to the Issuer that the Subscriber is purchasing the Units as principal and that the Subscriber
is an “Accredited Investor” as defined in the Securities Act (Ontario) and is: [check appropriate boxes]


 


		[  ]	(a)	a
                                            financial institutional listed in Schedule I, II or III of the Bank Act (Canada),
                                            an association to which the Cooperative Credit Association Act (Canada) applies or
                                            a central cooperative credit society for which an order has been made under subsection 473(1)
                                            of that Act, or a loan corporation, trust company, trust corporation, insurance company,
                                            treasury branch, credit union, caisse populaire, financial services cooperative or credit
                                            union league or federation that is authorized by a statute of Canada or Ontario to carry
                                            on business in Canada or Ontario, as the case may be,






 


		[  ]	(b)	 the Business Development Bank of Canada,



 


		[  ]	(c)	a
                                            subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the
                                            voting securities of the subsidiary, except the voting securities required by law to be owned
                                            by directors of that subsidiary,






 


		[  ]	(d)	a
                                            person or company registered under the securities legislation of a province or territory
                                            of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,



 


		[  ]	(e)	the
                                            Government of Canada, the government of a province or territory of Canada, or any Crown corporation,
                                            agency or wholly-owned entity of the Government of Canada or of the government of a province
                                            or territory of Canada,






 


		[  ]	(f)	a
                                            municipality, public board or commission in Canada and a metropolitan community, school board,
                                            the Comité de gestion de la taxe scolaire de l’île de Montréal
                                            or an intermunicipal management board in Quebec,






 


		[  ]	(g)	any
                                            national, federal, state, provincial, territorial or municipal government of or in any foreign
                                            jurisdiction, or any agency of that government,



 










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		[  ]	(h)	a
                                            pension fund that is regulated by the Office of the Superintendent of Financial Institutions
                                            (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada,
                                            or



 


		[  ]	(i)	A
                                            person or company that is recognized or designated by the Ontario Securities Commission as
                                            an accredited investor.



 


Part
3: Definitions


 


		3.	For
                                            the purposes hereof, the following definitions are included for convenience:



 


		(a)	“Canadian
                                            financial institution” means (i) an association governed by the Cooperative
                                            Credit Associations Act (Canada) or a central cooperative credit society for which an
                                            order has been made under section 473(1) of that Act, or (ii) a bank, loan corporation, trust
                                            company, trust corporation, insurance company, treasury branch, credit union, caisse populaire,
                                            financial services cooperative, or league that, in each case, is authorized by an enactment
                                            of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of
                                            Canada;



 


		(b)	“control
                                            person” has the same meaning as in securities legislation except in Manitoba, Newfoundland,
                                            Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
                                            Québec where control person means any person that holds or is one of a combination
                                            of persons that holds:



 


		(i)	a
                                            sufficient number of any of the securities of an issuer so as to affect materially the control
                                            of the issuer, or
	 	 	 



		(ii)	more
                                            than 20% of the outstanding voting securities of an issuer except where there is evidence
                                            showing that the holding of those securities does not affect materially the control of the
                                            issuer;



 


		(c)	“eligibility
                                            adviser” means



 


		(i)	a
                                            person that is registered as an investment dealer or in an equivalent category of registration
                                            under the securities legislation of the jurisdiction of a purchaser and authorized to give
                                            advice with respect to the type of security being distributed, and



 


		(ii)	in
                                            Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing
                                            with a law society of a jurisdiction of Canada or a public accountant who is a member in
                                            good standing of an institute or association of chartered accountants, certified general
                                            accountants or certified management accountants in a jurisdiction of Canada provided that
                                            the lawyer or public accountant must not:



 


		(A)	have
                                            a professional, business or personal relationship with the issuer, or any of its directors,
                                            executive officers, founders, or control persons, and



 


		(B)	have
                                            acted for or been retained personally or otherwise as an employee, executive officer, director,
                                            associate or partner of a person that has acted for or been retained by the issuer or any
                                            of its directors, executive officers, founders or control persons within the previous 12
                                            months;



 


		(d)	“entity”
                                            means a company, syndicate, partnership, trust or unincorporated organization;



 


		(e)	“executive
                                            officer” means, for an issuer, an individual who is



 


		(i)	a
                                            chair, vice-chair or president,



		(ii)	a
                                            vice-president in charge of a principal business unit, division or function including sales,
                                            finance or production,



		(iii)	an
                                            officer of the issuer or any of its subsidiaries and who performs a policy-making function
                                            in respect of the issuer, or



		(iv)	performing
                                            a policy-making function in respect of the issuer;



 











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(f)
“financial assets” means cash, securities, or any a contract of insurance, a deposit or an evidence of a deposit
that is not a security for the purposes of securities legislation;


 


(g)
“founder” means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert with one
or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of
the issuer, and (ii) at the time of the trade is actively involved in the business of the issuer;


 


(h)
“fully managed account” means an account of a client for which a person makes the investment decisions if that
person has full discretion to trade in securities for the account without requiring the client’s express consent to a
transaction;


 


(i)
“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous
Disclosure;


 


		(j)	“person”
                                            includes



 


		(i)	an
                                            individual,



		(ii)	a
                                            corporation,



		(iii)	a
                                            partnership, trust, fund and an association, syndicate, organization or other organized group
                                            of persons, whether incorporated or not, and



		(iv)	an
                                            individual or other person in that person’s capacity as a trustee, executor, administrator
                                            or personal or other legal representative;



 


except
in Ontario where “person” means


 


		(i)	an
                                            individual,



		(ii)	a
                                            partnership,



		(iii)	an
                                            unincorporated association,



		(iv)	an
                                            unincorporated syndicate,



		(v)	an
                                            unincorporated organization,



		(vi)	a
                                            trust,



		(vii)	an
                                            executor,



		(viii)	an
                                            administrator, and



		(ix)	a
                                            legal representative;



 


(k)
“related liabilities” means liabilities incurred or assumed for the purpose of financing the acquisition or
ownership of financial assets and liabilities that are secured by financial assets;


 


		(l)	“Schedule
                                            III bank” means an authorized foreign bank named in Schedule III of the Bank
                                            Act (Canada);



 


(m)
“spouse” means an individual who (i) is married to another individual and is not living separate and apart within
the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like
relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual
referred to in (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships
Act (Alberta); and


 


(n)
“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a
subsidiary of that subsidiary.


 


		4.	In
                                            NI 45-106, and this Schedule A, a person or trust is considered to be an affiliated entity
                                            of another person or trust if one is a subsidiary entity of the other, or if both are subsidiary
                                            entities of the same person or trust, or if each of them is controlled by the same person
                                            or trust.



 


		5.	In
                                            NI 45-106, and this Schedule A, a person (first person) is considered to control another
                                            person (second person) if (a) the first person, directly or indirectly, beneficially owns
                                            or exercises control or direction over securities of the second person carrying votes which,
                                            if exercised, would entitle the first person to elect a majority of the directors of the
                                            second person, unless that first person holds the voting securities only to secure an obligation,
                                            (b) the second person is a partnership, other than a limited partnership, and the first person
                                            holds more than 50% of the interests of the partnership, or (c) the second person is a limited
                                            partnership and the general partner of the limited partnership is the first person.









 










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Part
4: Guidance on Accredited Investor Exemption


 


		1.	Guidance
                                            on Accredited Investor Exemptions for Individuals



 


An
individual accredited investor is an individual:


 


		(a)	who,
                                            either alone or with a spouse, beneficially owns financial assets (please see the guidance
                                            below regarding what financial assets are) having an aggregate realizable value that. before
                                            taxes but net of any related liabilities (please see the guidance below regarding what related
                                            liabilities are), exceeds $1,000,000;



 


		(b)	whose
                                            net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or
                                            whose net income before taxes combined with that of a spouse exceeded $300,000 in each of
                                            the 2 most recent calendar years and who, in either case, reasonably expects to exceed that
                                            net income level in the current calendar year;



 


		(c)	who,
                                            either alone or with a spouse, has net assets (please see the guidance below regarding calculating
                                            net assets) of at least $5,000,000; and



 


		(d)	who
                                            beneficially owns financial assets (please see the guidance below regarding what financial
                                            assets are) having an aggregate realizable value that, before taxes but net of any related
                                            liabilities (please see the guidance below regarding what related liabilities are), exceeds
                                            $5,000,000.



 


The
monetary thresholds above are intended to create bright-line standards. Subscribers who do not satisfy these monetary thresholds do not
qualify as accredited investors.


 


Spouses


 


Sections
(a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited investor
if the combined financial assets of both spouses exceed $1,000,000, the combined net income of both spouses exceeds $300,000, or the
combined net assets of both spouses exceed


$5,000,000.
Section (d) above does not treat spouses as a single investing unit.


 


If
the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only the
spouse whose net income exceeds $200,000 qualifies as an accredited investor.


 


Financial
Assets and Related Liabilities


 


For
the purposes of Sections (a) and (d) above, “financial assets” means: (1) cash, (2) securities, or (3) a contract of insurance,
a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally
liquid or relatively easy to liquidate. The value of a subscriber’s personal residence is not included in a calculation of financial
assets.


 


The
calculation of financial assets must exclude “related liabilities”, meaning: (1) liabilities incurred or assumed for the
purpose of financing the acquisition or ownership of financial assets, or (2) liabilities that are secured by financial assets.


 


As
a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an individual’s
spouse, or both, in any particular instance. However, in the case where financial assets are held in a trust or in another type of investment
vehicle for the benefit of an individual, there may be questions as to whether the individual beneficially owns the financial assets.
The following factors are indicative of beneficial ownership of financial assets:


 


	 	●	physical
    or constructive possession of evidence of ownership of the financial asset;
	 	 	 
	 	●	entitlement
    to receipt of any income generated by the financial asset;
	 	 	 
	 	●	risk
    of loss of the value of the financial asset; and
	 	 	 
	 	●	the
    ability to dispose of the financial asset or otherwise deal with it as the individual sees fit.


 









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For
example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual.


 


In
general, financial assets in a spousal RRSP can be included for the purposes of the $1,000,000 financial asset test in Section (a) above
because Section (a) takes into account financial assets owned beneficially by a spouse. However, financial assets in a spousal RRSP cannot
be included for purposes of the $5,000,000 financial asset test in Section (d) above.


 


Financial
assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with them directly
do not meet the beneficial ownership requirements in either Sections (a) or (d) above.


 


Net
Assets


 


For
the purposes of Section (c) above, “net assets” means all of a subscriber’s total assets minus all of the subscriber’s
total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets includes the value of a subscriber’s
personal residence, and the calculation of total liabilities includes the amount of any liability (such as a mortgage) in respect of
the subscriber’s personal residence.


 


To
calculate a subscriber’s net assets under the net asset test, subtract the subscriber’s total liabilities from the subscriber’s
total assets. The value attributed to assets should reasonably reflect their estimated fair value. Income tax is considered a liability
if the obligation to pay it is outstanding at the time of the distribution of the security to the subscriber by the Company.


 


		2.	Guidance
                                            On Accredited Investor Exemptions for Corporations, Trusts and Other Entities



 


Accredited
investors that are corporations, trusts or other entities include:


 


		(a)	a
                                            corporation, trust or other entity, other than an investment fund, that has net assets (please
                                            see the guidance below regarding calculating net assets) of at least $5,000,000 as shown
                                            on its most recently prepared financial statements in accordance with applicable generally
                                            accepted accounting principles and that has not been created or used solely to purchase or
                                            hold securities as an accredited investor;



 


		(b)	a
                                            corporation, trust or other entity in respect of which all of the owners of interests, direct,
                                            indirect or beneficial, except the voting securities required by law to be owned by directors,
                                            are persons that are accredited investors; and



 


		(c)	a
                                            trust established by an accredited investor for the benefit of the accredited investor’s
                                            family members of which a majority of the trustees are accredited investors and all of the
                                            beneficiaries are the accredited investor’s spouse, a former spouse of the accredited
                                            investor or a parent, grandparent, brother, sister, child or grandchild of that accredited
                                            investor, of that accredited investor’s spouse or of that accredited investor’s
                                            former spouse.



 


Net
Assets


 


For
the purposes of Section (a) above, “net assets” means all of the subscriber’s total assets minus all of the subscriber’s
total liabilities. The minimum net asset threshold of $5,000,000 specified in Section (a) above must be shown on the entity’s most
recently prepared financial statements. The financial statements must be prepared in accordance with applicable generally accepted accounting
principles.


 







    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 9



    	 



    

 


Part
5: Certification


 


The
foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and
accurate as of the Effective Date. If any such representations shall not be true and accurate prior to the Effective Date, the undersigned
shall give immediate written notice of such fact to the Issuer prior to the Effective Date.


 








Effective
Date:___________


 


	If
    a corporation, partnership or other entity:	 	If
    an Individual:
	 	 	 
	 	 	 
	Signature
    of Authorized Signatory	 	Signature
	 	 	 
	 	 	 
	Name
    and Position of Signatory	 	Print
    Name
	 	 	 
	 	 	 
	Name
    of Purchasing Entity	 	Jurisdiction
    of Residence
	 	 	 
	 	 	 
	Jurisdiction
                                            of Residence

    
	 	 


 







    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 10



    	 



    




 


 









    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 11



    	 



    

 





 









    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 12



    	 



    

 





SCHEDULE
C


MINIMUM
AMOUNT INVESTMENT STATUS CERTIFICATE


 


To:
Western Magnesium Corporation (the “Issuer”)


 





 



 


In
connection with the purchase by the undersigned Subscriber of the Units of the Issuer, the Subscriber, on its own behalf and on behalf
of each of the beneficial purchasers for whom the Subscriber is acting, hereby represents, warrants, covenants and certifies to the Issuer
(and acknowledges that the Issuer and its counsel are relying thereon) that:


 


		(a)	the
                                            Subscriber is resident in or subject to the Securities Laws of one of the provinces of British
                                            Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Newfoundland and Labrador, Nova Scotia,
                                            New Brunswick, Prince Edward Island or the territories of Northwest Territories, Yukon or
                                            Nunavut;



 


		(b)	the
                                            Subscriber is not an individual as that term is defined in applicable Canadian Securities
                                            Laws;



 


		(c)	the
                                            Subscriber is purchasing the Subscriber’s Units as principal for its own account and
                                            not for the benefit of any other person;



 


		(d)	the
                                            Subscriber’s investment in Units must have an acquisition cost to the Subscriber in
                                            each underlying company of not less than $150,000, payable in cash on the Closing Date;



 


		(e)	the
                                            Subscriber was not created and is not being used solely to purchase or hold securities in
                                            reliance on the registration and prospectus exemptions provided under Section 2.10 “Minimum
                                            Investment Amount” of NI 45 - 106, it pre-existed the Offering of Units pursuant
                                            to the Subscription Agreement and has a bona fide purpose other than investment in the Units;
                                            and



 


		(f)	upon
                                            execution of this Schedule C by the Subscriber, this Schedule C shall be incorporated into
                                            and form a part of the Subscription Agreement.



 


The
foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned
shall give immediate written notice of such fact to the Issuer prior to the Closing Time.


	 	 
	The
    Subscriber has executed this certificate as of the__________ day of____________ , 2021.
	 	 
	Name
    of Entity	 
	 	 
	Type
    of Entity	 
	 	 
	Signature
    of person Signing	 
	 	 
	Title
                                            of person Signing
	 


  






    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 13



    	 



    




 


SCHEDULE
D


U.S.
PURCHASER CERTIFICATE


(To
be completed by U.S. Purchasers)


 


Capitalized
terms used in this U.S. Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed
to them in the Private Placement Subscription Agreement (the “Subscription Agreement”) between the undersigned, or
if the undersigned is purchasing the Units as agent on behalf of a disclosed beneficial subscriber, such beneficial subscriber, as applicable
(in either case, the “Subscriber”) and the Issuer to which this Exhibit B is attached.


 


This
Questionnaire applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any
person purchasing the Units on behalf of any U.S. Person, (c) any person that receives or received an offer of the Units while in the
United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or the Subscription
Agreement was executed or delivered.


 


The
Subscriber understands and agrees that none of the Securities have been or will be registered under the U.S. Securities Act of 1933 (the
“1933 Act”), or applicable state, provincial or foreign securities laws, and the Units are being offered and sold
to the Subscriber in reliance upon the exemption provided in Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933
Act for non-public offerings. The Units or Securities are being offered and sold within the United States only to “accredited
investors” as defined in Rule 501(a) of Regulation D. The Securities offered hereby are not transferable except in accordance
with the restrictions described herein.


 


The
Subscriber represents, warrants, and certifies to, and covenants and agrees with, the Issuer (which representations, warranties, covenants,
agreements and certifications will survive the Closing), and acknowledges that the Issuer is relying thereon, that:


 


		1.	it
                                            is not resident in Canada;



 


		2.	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 Securities and it is able to bear the economic
                                            risk of loss of its entire investment;



 


		3.	the
                                            Issuer 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 information concerning
                                            the Issuer as it has considered necessary or appropriate in connection with its investment
                                            decision to acquire the Securities;



 


		4.	it
                                            is acquiring the Securities for its own account, for investment purposes only and not with
                                            a view to any resale, distribution or other disposition of the Securities in violation of
                                            the United States securities laws;



 


		5.	it
                                            (a) has adequate net worth and means of providing for its current financial needs and possible
                                            personal contingencies, (b) has no need for liquidity in an investment in the Securities,
                                            and (c) is able to bear the economic risks of an investment in the Securities for an indefinite
                                            period of time;



 


		6.	if
                                            the Subscriber is an individual (that is, a natural person and not a corporation, partnership,
                                            trust or other entity), then it satisfies one or more of the categories indicated below (please
                                            place an “X” on the appropriate lines):



 


	 	_________	a natural person
  whose individual net worth, or joint net worth with that person’s spouse, exceeds US$1,000,000. For purposes of this category,
  “net worth” means the excess of total assets at fair market value (including personal and real property but excluding the
  estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the
  primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days
  before the Units are purchased, but includes (a) any mortgage amount in excess of the home’s fair market value and (b) any mortgage
  amount that was borrowed during the 60 day period before the Closing Date for the purpose of investing in the Units,
	 	 	 
	 	________	a natural person who had
  an individual income in excess of US$200,000 in each of the two most recent years, or joint income with their spouse in excess of US$300,000
  in each of those years and has a reasonable expectation of reaching the same income level in the current year, or
	 	 	 
	 	_________	a director or executive officer of the Issuer;




 












    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 14



    	 



    

 



		7.	if
                                            the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one
                                            or more of the categories indicated below (please place an “X” 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 or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of US$5,000,000,
	 	 	 
	 	____________	a private business
  development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States),
	 	 	 
	 	___________	a trust with
  total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed
  by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act, or
	 	 	 
	 	___________	an entity in
  which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6 of this Questionnaire;




 


		8.	it
                                            has not purchased the Units as a result of any form of general solicitation or general advertising,
                                            including advertisements, articles, notices or other communications published in any newspaper,
                                            magazine or similar media or broadcast over radio, internet, television or other form of
                                            telecommunications, or any seminar or meeting whose attendees have been invited by general
                                            solicitation or general advertising;



 


		9.	if
                                            the Subscriber decides to offer, sell or otherwise transfer any of the Securities, it will
                                            not offer, sell or otherwise transfer any of such Securities, directly or indirectly, unless:



 


		(a)	the
                                            sale is to the Issuer,



 


		(b)	the
                                            sale is made outside the United States in a transaction meeting the requirements of Rule
                                            904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations
                                            in which such sale is made;



 


		(c)	the
                                            sale is made pursuant to the exemption from the registration requirements under the 1933
                                            Act provided by Rule 144 thereunder and in accordance with any applicable state securities
                                            or “blue sky” laws, or



 


		(d)	the
                                            Securities are sold in a transaction that does not require registration under the 1933 Act
                                            or any applicable state laws and regulations governing the offer and sale of securities,
                                            and



 


		(e)	it
                                            has, prior to such sale pursuant to subsection (c) or (d), furnished to the Issuer an opinion
                                            of counsel of recognized standing reasonably satisfactory to the Issuer, to such effect;



 


		10.	it
                                            understands and acknowledges that, upon the issuance thereof, and until such time as the
                                            same is no longer required under the applicable requirements of the 1933 Act or applicable
                                            U.S. state laws and regulations, the certificates representing the Securities, and all securities
                                            issued in exchange therefor or in substitution thereof, will bear a legend (in addition to
                                            the legends required by Canadian securities laws and the TSX Venture Exchange) in substantially
                                            the following form:



 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE WESTERN MAGNESIUM CORPORATION (THE “ISSUER”)
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING
IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT
OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”




 






    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 15



    	 



    

 


Delivery
of certificates bearing such a legend may not constitute “good delivery” in settlement of transactions on Canadian
stock exchanges or over-the-counter markets. If the Issuer is a “foreign issuer” with no “substantial U.S. market interest”
(all within the meaning of Regulation S under the 1933 Act) at the time of sale, a new certificate, which will constitute “good
delivery”, will be made available to the purchaser upon provision to the Issuer by the Subscriber of a declaration, together
with such other evidence of the availability of an exemption, as the Issuer or its transfer agent may reasonably require.


 


Certificates
representing the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will bear the following legend
in substantially the following form:


 


“THE
SECURITIES REPRESENTED HEREBY, AND THE SECURITIES INTO WHICH THE SECURITIES REPRESENTED HEREBY ARE EXERCISABLE, HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXERCISED BY OR ON BEHALF OF A “U.S. PERSON” OR A PERSON IN THE UNITED
STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES
LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”;


 


		11.	it
                                            understands and agrees that there may be material tax consequences to the Subscriber of an
                                            acquisition or disposition of the Securities. The Issuer gives no opinion and makes no representation
                                            with respect to the tax consequences to the Subscriber under United States, state, local
                                            or foreign tax law of the Subscriber’s acquisition or disposition of the Securities.
                                            In particular, no determination has been made whether the Issuer will be a “passive
                                            Foreign investment company” within the meaning of Section 1291 of the United States
                                            Internal Revenue Code;



 


		12.	it
                                            understands and agrees that the financial statements of the Issuer have been prepared in
                                            accordance with International Financial Reporting Standards, which differ from United States
                                            generally accepted accounting principles, and thus may not be comparable to financial statements
                                            of United States companies;



 


		13.	it
                                            consents to the Issuer making a notation on its records or giving instructions to any transfer
                                            agent of the Issuer in order to implement the restrictions on transfer set forth and described
                                            in this Questionnaire and the Subscription Agreement;



 


		14.	it
                                            is resident in the United States of America, its territories and possessions or any state
                                            of the United States or the District of Columbia (collectively the “United States”),
                                            is a “U.S. Person” as such term is defined in Regulation S or was in the
                                            United States at the time the Securities were offered or the Subscription Agreement was executed;



 


		15.	it
                                            understands that the Issuer has no obligation to register any of the Securities or to take
                                            action so as to permit sales pursuant to the 1933 Act (including Rule 144 thereunder); and



 


		16.	it
                                            understands and acknowledges that the Issuer will cease to be considered a “foreign
                                            issuer” as defined in Rule 405 of Regulation under the 1933 Act on the first day
                                            of its next fiscal year and is not obligated to remain a foreign issuer until that date should
                                            it for instance chose to register under the 1933 Act or the Securities and Exchange Act of
                                            1934.



 



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The
Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire
and as of the Closing and acknowledges that they will survive the completion of the issue of the Units.


 


The
Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied
upon in determining the suitability of the Subscriber to acquire the Securities and that this Questionnaire is incorporated into and
forms part of the Agreement. The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information
relating to the Subscriber set forth herein which takes place prior to the Closing.


 


By
completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority
and acknowledges that such information may be made available to the public under applicable laws.


 


	Dated__________________________,
    2021.	 	 
		 	 
	 	 	X
	 	 	Signature
    of individual (if Subscriber is an individual)
	 	 	 
	 	 	X
	 	 	Authorized
    signatory (if Subscriber is not an individual)
	 	 	 
	 	 	 
	 	 	Name
    of Subscriber (please print)
	 	 	 
	 	 	 
	 	 	Name
    of authorized signatory (please print)


 






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Appendix
“A” to


SCHEDULE
“D”


 


Form
of Declaration for Removal of Legend


 


TO:
Registrar and transfer agent for the shares of Western Magnesium Corporation (the “Issuer”)


 


The
undersigned (A) acknowledges that the sale of the________common shares in the capital of the Issuer represented by certificate number____________,
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 defined in Rule 405 under the U.S. Securities Act) of the Issuer (except solely
by virtue of being an officer or director of the Issuer) or a “distributor”, as defined in Regulation S, or an affiliate
of a “distributor”; (2) the offer of such securities 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 on or through the facilities of the TSX Venture
Exchange or a designated offshore securities market within the meaning of Rule 902(b) of 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 their behalf has engaged in any directed selling
efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing
off” the resale restrictions imposed because the securities are “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 securities 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, is part of a plan or a scheme to evade
the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms used herein have the meanings given to them
by Regulation S under the U.S. Securities Act.


 


	Dated:_____________________	 	 
	 	 	 
	 	 	X
    
	 	 	Signature
    of individual (if Seller is an individual)
	 	 	 
	 	 	X
    
	 	 	Authorized
    signatory (if Seller is not an individual)
	 	 	 
	 	 	 

    

    

	 	 	Name
    of Seller (please print)
	 	 	 
	 	 	 
	 	 	Name
    of authorized signatory (please print)
	 	 	 
	 	 	 
	 	 	Official
    capacity of authorized signatory (please print)


 








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Affirmation
by Seller’s Broker-Dealer


(Required
for sales pursuant to Section (B)(2)(b) above)


 


We
have read the representations of our customer______(the “Seller”) contained in the foregoing Declaration for Removal
of Legend, dated_______, 20 , with regard to the sale, for such Seller’s account, of ___________common shares (the “Securities”)
of the Issuer represented by certificate number________. We have executed sales of the Securities pursuant to Rule 904 of Regulation
S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the
Seller. In that connection, we hereby represent to you as follows:


 


		(1)	no
                                            offer to sell Securities was made to a person in the United States;



 


		(2)	the
                                            sale of the Securities was executed in, on or through the facilities of the TSX Venture Exchange
                                            or another designated offshore securities market (as defined in Rule 902(b) of Regulation
                                            S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged
                                            with a buyer in the United States;



 


		(3)	no
                                            “directed selling efforts” were made in the United States by the undersigned,
                                            any affiliate of the undersigned, or any person acting on behalf of the undersigned; and



 


		(4)	we
                                            have done no more than execute the order or orders to sell the Securities as agent for the
                                            Seller and will receive no more than the usual and customary broker’s commission that
                                            would be received by a person executing such transaction as agent.



 


For
purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means
any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the
United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons
in the United States); and “United States” means the United States of America, its territories or possessions, any
State of the United States, and the District of Columbia.


 


Legal
counsel to the Issuer shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent
as if this affirmation had been addressed to them.


 


	 	 
	Name
    of Firm	 
	 	 	 
	By:	 	 
	 	Authorized
    Signatory	 


 






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EXHIBIT
E


 


 








 


FORM
4C


CORPORATE
PLACEE REGISTRATION FORM





 



 





This
Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation,
trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for
all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must
notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement,
the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A)
or, if applicable, Declarations, with the Exchange.


 


		1.	Placee
                                            Information:



 


		(a)	Name:
                                            ________________________________________



 


		(b)	Complete
                                            Address: _______________________________________



 


		(c)	Jurisdiction
                                            of Incorporation or Creation: ________________________
	 	 	 
	2.	(a)	Is
                                            the Placee purchasing securities as a portfolio manager: (Yes/No)? ____________________



 





		(b)	Is
                                            the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? _____________



 


		3.	If
                                            the answer to 2(b) above was “Yes”, the undersigned certifies that:



 


		(a)	it
                                            is purchasing securities of an Issuer on behalf of managed accounts for which it is making
                                            the investment decision to purchase the securities and has full discretion to purchase or
                                            sell securities for such accounts without requiring the client’s express consent to
                                            a transaction;



 


		(b)	it
                                            carries on the business of managing the investment portfolios of clients through discretionary
                                            authority granted by those clients (a “portfolio manager” business) in________________[jurisdiction],
                                            and it is permitted by law to carry on a portfolio manager business in that jurisdiction;



 


		(c)	it
                                            was not created solely or primarily for the purpose of purchasing securities of the Issuer;



 


		(d)	the
                                            total asset value of the investment portfolios it manages on behalf of clients is not less
                                            than $20,000,000;
and






 


		(e)	it
                                            has no reasonable grounds to believe, that any of the directors, senior officers and other
                                            insiders of the Issuer, and the persons that carry on investor relations activities for the
                                            Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.



 


		4.	If
                                            the answer to 2(a). above was “No”, please provide the names and addresses of
                                            Control Persons of the Placee:



 


	Name
    *	 	City	 	Province
    or State	 	Country
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


*
If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control
Person.


 









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		5.	Acknowledgement
                                            - Personal Information and Securities Laws



 


		(a)	“Personal
                                            Information” means any information about an identifiable individual, and includes information
                                            contained in sections 1, 2 and 4, as applicable, of this Form.



 


The
undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:


 


		(i)	the
                                            disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix
                                            6B) pursuant to this Form; and



 


		(ii)	the
                                            collection, use and disclosure of Personal Information by the Exchange for the purposes described
                                            in Appendix 6B or as otherwise identified by the Exchange, from time to time.



 


		(b)	The
                                            undersigned acknowledges that it is bound by the provisions of applicable Securities Law,
                                            including provisions concerning the filing of insider reports and reports of acquisitions.



 


Dated
and certified (if applicable), acknowledged and agreed, at_____________________________on
 ______________________________________


 





	 	 
	 	(Name
    of Purchaser - please print)
	 	 
	 	 
	 	(Authorized
    Signature)
	 	 
	 	 
	 	(Official
    Capacity - please print)
	 	 
	 	 
	 	(Please
    print name of individual whose signature appears above)


 


THIS
IS NOT A PUBLIC DOCUMENT


 







    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 21



    	 



    

 



APPENDIX
6B


 


ACKNOWLEDGEMENT
- PERSONAL INFORMATION


 


TSX
Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively
referred to as the “Exchange”) collect Personal Information in certain Forms that are submitted by the individual
and/or by an Issuer or Applicant and use it for the following purposes:


 


	 	●	to
    conduct background checks;
	 	 	 
	 	●	to
    verify the Personal Information that has been provided about each individual;
	 	 	 
	 	●	to
    consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as
    applicable, an employee or consultant, of the Issuer or Applicant;
	 	 	 
	 	●	to
    consider the eligibility of the Issuer or Applicant to list on the Exchange;
	 	 	 
	 	●	to
    provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the
    Issuer, or its associates or affiliates;
	 	 	 
	 	●	to
    conduct enforcement proceedings; and
	 	 	 
	 	●	to
    perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations
    of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public
    markets in Canada.


 


As
part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities
regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations service providers
and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.


 


The
Personal Information the Exchange collects may also be disclosed:


 


		(a)	to
                                            the agencies and organizations in the preceding paragraph, or as otherwise permitted or required
                                            by law, and they may use it in their own investigations for the purposes described above;
                                            and



 


(b)on
the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.


 


The
Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard,
the Exchange may share the information with such third party service providers.


 


The
Commissions may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal
Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction
of each such Commission.


 


For
questions about the collection of Personal Information by the British Columbia Securities Commission, please contact the Administrative
Assistant to the Director of Corporate Finance, 12th Floor, 701 West Georgia Street, Box 10142, Vancouver, BC V7Y 1L2, phone: (604) 899-6854.



 






    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 22



    	 



    

 






TERMS
AND CONDITIONS OF SUBSCRIPTION FOR UNITS


 


		1.	Subscription



 


	1.1.	On
                                            the basis of the representations and warranties, and subject to the terms and conditions,
                                            set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees
                                            to purchase such number of Units as is set forth on page 2 of this Agreement at a price of
                                            CAD [__] per Unit for the Subscription Amount shown on page 2 of this Agreement, which is
                                            tendered herewith (such subscription and agreement to purchase being the “Subscription”),
                                            and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s
                                            acceptance of this Agreement.
	 	 



	1.2.	Each Unit will consist of one Share and one Warrant. The
                                                                                                                                                               Warrants will be transferable. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted,
                                                                                                                                                               for a period of twelve (12) months commencing from the Closing Date at an exercise price of CAD [__] per Warrant Share until the
                                                                                                                                                               date of expiration of the Warrant. The Units, the Shares, the Warrants and
                                                                                                                                                               the Warrant Shares are referred to herein as the “ Securities”.






 


	1.3.	The
                                            Subscriber acknowledges that the Units have been offered to the Subscriber as part of an
                                            offering by the Issuer of additional Units to other subscribers (the “Offering”).
	 	 



	1.4.	All
                                            dollar amounts referred to in this Agreement are in lawful money of the United States of
                                            America, unless otherwise indicated.



 


	2.	Payment



 


	2.1	The
                                            Subscription Amount must accompany this Subscription and will be paid: (a) if the Subscriber
                                            is drawing funds from a Canadian bank to pay for this Subscription, by a certified cheque
                                            or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant
                                            to wiring instructions provided; or (b) if the Subscriber is drawing funds from any source
                                            other than a Canadian chartered bank to pay for this Subscription, then only by wire transfer
                                            to the Issuer pursuant to wiring instructions provided. If the Issuer’s legal counsel
                                            received the Subscription Amount, the Subscriber irrevocably authorizes the Issuer’s
                                            Counsel to immediately deliver the Subscription Amount to the Issuer upon receipt of the
                                            Subscription Amount from the Subscriber, notwithstanding that such delivery may be made by
                                            the Issuer’s Counsel to the Issuer prior to the closing of the Offering (the “Closing”).
                                            The Subscriber authorizes the Issuer to treat the Subscription Amount as an interest free
                                            loan until the Closing.



 


	2.2	The
                                            Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other
                                            documents or monies delivered in connection herewith will be held by or on behalf of the
                                            Issuer. In the event that this Agreement is not accepted by the Issuer for whatever reason,
                                            which the Issuer expressly reserves the right to do, the Issuer will return the Subscription
                                            Amount (without interest thereon and less any wire charges) and any other documents delivered
                                            in connection herewith to the Subscriber at the address of the Subscriber as set forth on
                                            page 2 of this Agreement, or as otherwise directed by the Subscriber.



 


	3.	Documents
                                            Required from Subscriber



 


	3.1	The
                                            Subscriber must complete, sign and return to the Issuer the following documents:



 


		(a)

                                                                                
	this
                                            Agreement;
	 	 	 
		(b)	if
                                            the Subscriber is a resident of Canada and an “Accredited Investor” as
                                            defined in National Instrument 45-106 or Securities Act (Ontario) (generally
                                            a high net worth or high income investor), you must complete and sign Schedule A –
                                            Accredited Investor Certificate and Schedule B - Accredited Investor – Risk Acknowledgement
                                            if you are an individual, along with any additional evidence that may be requested by the
                                            Issuer to verify the information provided in the Accredited Investor Certificate;



 


		(c)	if
                                            the Subscriber is a resident of Canada, not an individual, and is purchasing $150,000 of
                                            more Units, please complete and sign Schedule C – Minimum Amount Investment Status
                                            Certificate;



 


		(d)	if
                                            the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited
                                            Investor Questionnaire (the “U.S. Questionnaire” attached as Schedule
                                            D, along with any additional evidence that may be requested by the Issuer to verify the information
                                            provided in the U.S. Questionnaire;



  



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		(e)	if
                                            the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership,
                                            trust or other entity) or is a portfolio manager and does not have a current Corporate Placee
                                            Registration Form on file with the TSX Venture Exchange (the “Exchange”),
                                            the Corporate Placee Registration Form attached as Schedule E, unless the Subscriber has
                                            previously submitted this form to the Exchange, there have been no changes to its content,
                                            and the Subscriber has checked the box to that effect on page 2 of this Agreement; and



 


		(f)	such
                                            other supporting documentation that the Issuer or the Issuer’s Counsel may request
                                            to establish the Subscriber’s qualification as a qualified investor, and the Subscriber
                                            acknowledges and agrees that the Issuer will not consider the Subscription for acceptance
                                            unless the Subscriber has provided all of such documents to the Issuer.



 


		3.2	As
                                            soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and
                                            return to the Issuer any additional documents, questionnaires, notices and undertakings as
                                            may be required by any regulatory authorities or applicable laws.



 


		3.3	The
                                            Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted
                                            as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber.
                                            The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have
                                            given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber
                                            obtain, independent legal advice with respect to the subject matter of this Agreement and,
                                            further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s
                                            Counsel that the Subscriber has sought independent legal advice or waives such advice.



 


	4.	Conditions
                                            and Closing



 


		4.1	The
                                            Closing Date will occur on such date as may be determined by the Issuer in its sole discretion.
                                            The Issuer may, at its discretion, elect to close the Offering in one or more closings.



 


		4.2	The
                                            Closing is conditional upon and subject to:



 


		(a)	the
                                            Issuer having obtained all necessary approvals and consents, including regulatory approvals
                                            for the Offering; and



 


		(b)	the
                                            issue and sale of the Units being exempt from the requirement to file a prospectus and a
                                            registration statement and the requirement to deliver an offering memorandum under applicable
                                            securities legislation relating to the sale of the Units, or the Issuer having received such
                                            orders, consents or approvals as may be required to permit such sale without the requirement
                                            to file a prospectus or deliver an offering memorandum.



 


		4.3	The
                                            Subscriber acknowledges that the certificates representing the Shares and the Warrants will
                                            be available for delivery within five (5) business days of the Closing Date, provided that
                                            the Subscriber has satisfied the requirements of Section 3 hereof and the Issuer has accepted
                                            this Agreement.



 


	5.	Acknowledgements
                                            and Agreements of the Subscriber



 


		5.1	The
                                            Subscriber acknowledges and agrees that:



 


		(a)	except
                                            as provided in this Agreement, none of the Securities have been or will be registered under
                                            the United States Securities Act of 1933, as amended, (the “1933 Act”),
                                            or under any securities or “blue sky” laws of any state of the United
                                            States, and, unless so registered, may not be offered or sold in the United States or, directly
                                            or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with
                                            the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant
                                            to an effective registration statement under the 1933 Act, or pursuant to an exemption from,
                                            or in a transaction not subject to, the registration requirements of the 1933 Act, and in
                                            each case only in accordance with applicable state, provincial and foreign securities laws;



 


		(b)	except
                                            as provided in this Agreement, the Issuer has not undertaken, and will have no obligation,
                                            to register any of the Securities under the 1933 Act or any other applicable securities laws;



 







    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 24



    	 



    

 



		(c)	the
                                            Issuer will refuse to register the transfer of any of the Securities to a U.S. Person not
                                            made pursuant to an effective registration statement under the 1933 Act or pursuant to an
                                            available exemption from the registration requirements of the 1933 Act and in each case in
                                            accordance with all applicable laws;



 


		(d)	the
                                            decision to execute this Agreement and to acquire the Securities has not been based upon
                                            any oral or written representation as to fact or otherwise made by or on behalf of the Issuer
                                            and such decision is based entirely upon a review of any public information which has been
                                            filed by the Issuer with any Canadian provincial securities commissions on SEDAR and the
                                            United States Securities and Exchange Commission (the “SEC”) (collectively,
                                            the “Public Record”);



 


		(e)	the
                                            Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations,
                                            warranties, covenants and agreements of the Subscriber contained in this Agreement and the
                                            Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations
                                            and agreements are no longer accurate or have been breached, the Subscriber will promptly
                                            notify the Issuer;



 


		(f)	there
                                            are risks associated with the purchase of the Securities, as more fully described in the
                                            Issuer’s periodic disclosure forming part of the Public Record;



 


		(g)	the
                                            Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask
                                            questions of, and receive answers from, the Issuer in connection with the distribution of
                                            the Securities hereunder, and to obtain additional information, to the extent possessed or
                                            obtainable without unreasonable effort or expense, necessary to verify the accuracy of the
                                            information about the Issuer;



 


		(h)	a
                                            portion of this Offering may be sold pursuant to an agreement between the Issuer and one
                                            or more agents registered in accordance with applicable securities laws, in which case the
                                            Issuer will pay a fee and/or compensation securities on terms as set out in such agreement;



 


		(i)	finder’s
                                            fees or broker’s commissions may be payable by the Issuer to finders who introduce
                                            subscribers to the Issuer;



 


		(j)	the
                                            books and records of the Issuer were available upon reasonable notice for inspection, subject
                                            to certain confidentiality restrictions, by the Subscriber during reasonable business hours
                                            at its principal place of business, and all documents, records and books in connection with
                                            the distribution of the Securities hereunder have been made available for inspection by the
                                            Subscriber, its legal counsel and/or its advisor(s);



 


		(k)	all
                                            of the information which the Subscriber has provided to the Issuer is correct and complete
                                            and if there should be any change in such information prior to the Closing, the Subscriber
                                            will immediately notify the Issuer, in writing, of the details of any such change;



 


		(l)	the
                                            Issuer is entitled to rely on the representations and warranties of the Subscriber contained
                                            in this Agreement and the Questionnaires, as applicable, and the Subscriber will hold harmless
                                            the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s
                                            failure to correctly complete this Agreement or the Questionnaires, as applicable;



 


		(m)	there
                                            are restrictions on the Subscriber’s ability to resell any of the Securities and any
                                            resale of the Securities by the Subscriber will be subject to resale restrictions contained
                                            in the securities laws applicable to the Issuer, the Subscriber and any proposed transferee
                                            and it is the sole responsibility of the Subscriber to find out what those restrictions are
                                            and to comply with such restrictions before selling any of the Securities;



 


		(n)	the
                                            Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors
                                            with respect to the merits and risks of an investment in the Securities and with respect
                                            to applicable resale restrictions, and it is solely responsible (and the Issuer is not in
                                            any way responsible) for compliance with:



 


(i)
any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities
hereunder, and


 


 (ii) applicable resale restrictions;




 


		(o)	there
                                            may be material tax consequences to the Subscriber of an acquisition or disposition of the
                                            Securities and the Issuer gives no opinion and makes no representation to the Subscriber
                                            with respect to the tax consequences to the Subscriber
under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the
Securities;











 






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		(p)	the
                                            Subscriber consents to the placement of a legend or legends on any certificate or other document
                                            evidencing any of the Securities setting forth or referring to the restrictions on transferability
                                            and sale thereof contained in this Agreement, with such legend(s) to be substantially as
                                            follows:



 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and one day
from the Closing Date.]


 


and,
if applicable:


 


WITHOUT
PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE
OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [four months and one day from the Closing Date.];


 


and:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE WESTERN MAGNESIUM CORP. (THE “ISSUER”)
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN
A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE
OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
IN CANADA.”


 


		(q)	the
                                            Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements
                                            to provide the Subscriber with a prospectus and to sell the Securities through a person registered
                                            to sell securities under provincial securities laws and other applicable securities laws,
                                            and, as a consequence of acquiring the Securities pursuant to such exemption, certain protections,
                                            rights and remedies provided by applicable securities laws (including the various provincial
                                            securities acts), including statutory rights of rescission or damages, will not be available
                                            to the Subscriber;



 


		(r)	no
                                            securities commission or similar regulatory authority has reviewed or passed on the merits
                                            of any of the Securities;



 


		(s)	there
                                            is no government or other insurance covering any of the Securities; and



 


		(t)	this
                                            Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer
                                            and the Issuer reserves the right to reject this Subscription for any reason.



 


		6.	Representations
                                            and Warranties of the Subscriber



 


		6.1	The
                                            Subscriber hereby represents and warrants to the Issuer (which representations and warranties
                                            will survive the Closing) that:



 


		(a)	unless
                                            the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person (as defined in
                                            Section 6.2);




 






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		(b)	the
                                            Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;



 


		(c)	if
                                            the Subscriber is resident outside of Canada:



 


		(i)	the
                                            Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities
                                            laws having application in the jurisdiction in which the Subscriber is resident (the “International
                                            Jurisdiction”) which would apply to the offer and sale of the Units,



 


		(ii)	the
                                            Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements
                                            under applicable laws of the International Jurisdiction or, if such is not applicable, the
                                            Subscriber is permitted to purchase the Units under applicable securities laws of the International
                                            Jurisdiction without the need to rely on any exemptions,



 


		(iii)	the
                                            applicable securities laws of the International Jurisdiction do not require the Issuer to
                                            make any filings or seek any approvals of any kind from any securities regulator of any kind
                                            in the International Jurisdiction in connection with the offer, issue, sale or resale of
                                            any of the Securities,



 


		(iv)	the
                                            purchase of the Units by the Subscriber does not trigger:
	 	 	 



		A.	any
                                            obligation to prepare and file a prospectus or similar document, or any other report with
                                            respect to such purchase, in the International Jurisdiction, or



		B.	any
                                            continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,
                                            and



 


		(v)	the
                                            Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion
                                            of local counsel from the International Jurisdiction which will confirm the matters referred
                                            to in subparagraphs (ii), (iii) and
	 	 	 
	 	(iv)	above to the satisfaction of the Issuer, acting reasonably;






 


		(d)	the
                                            Subscriber has the legal capacity and competence to enter into and execute this Agreement
                                            and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity,
                                            it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation
                                            and all necessary approvals by its directors, shareholders and others have been obtained
                                            to authorize execution and performance of this Agreement on behalf of the Subscriber;



 


		(e)	the
                                            entering into of this Agreement and the transactions contemplated hereby do not result in
                                            the violation of any of the terms and provisions of any law applicable to, or, if applicable,
                                            the constating documents of, the Subscriber or of any agreement, written or oral, to which
                                            the Subscriber may be a party or by which the Subscriber is or may be bound;



 


		(f)	the
                                            Subscriber has duly executed and delivered this Agreement and it constitutes a valid and
                                            binding agreement of the Subscriber enforceable against the Subscriber;



 


		(g)	the
                                            Subscriber has received and carefully read this Agreement;



 


		(h)	the
                                            Subscriber is aware that an investment in the Issuer is speculative and involves certain
                                            risks, including those risks disclosed in the Public Record and the possible loss of the
                                            entire Subscription Amount;



 


		(i)	the
                                            Subscriber has made an independent examination and investigation of an investment in the
                                            Securities and the Issuer and agrees that the Issuer will not be responsible in any way for
                                            the Subscriber’s decision to invest in the Securities and the Issuer;



 


		(j)	the
                                            Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber
                                            participating, pursuant to a contractual agreement or otherwise, in the distribution of the
                                            Securities;



 


		(k)	the
                                            Subscriber has a pre-existing, substantive relationship with the Issuer (or a person acting
                                            on its behalf) that is sufficient to enable the Issuer (or a person acting on its behalf)
                                            to be aware of the Subscriber’s financial circumstances or sophistication. This substantive
                                            relationship with the Issuer (or a person acting on its behalf) through which the Subscriber
                                            is subscribing the Units predates the contact between the Issuer (or a person acting on its
                                            behalf) and the Subscriber regarding an investment in the Units;



 







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		(l)	the
                                            Subscriber is not aware of any advertisement of any of the Securities and is not acquiring
                                            the Securities as a result of any form of general solicitation or general advertising, 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; and



 


		(m)	no
                                            person has made to the Subscriber any written or oral representations:



 


		(i)	that
                                            any person will resell or repurchase any of the Securities,
	 	 	 
		(ii)	that
                                            any person will refund the purchase price of any of the Securities, or
	 	 	 
		(iii)	as
                                            to the future price or value of any of the Securities.



 


		6.2	In
                                            this Agreement, the term “U.S. Person” will have the meaning ascribed
                                            thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited
                                            to: (a) any person in the United States; (b) any natural person resident in the United States;
                                            (c) any partnership or corporation organized or incorporated under the laws of the United
                                            States; (d) any partnership or corporation organized outside the United States by a U.S.
                                            Person principally for the purpose of investing in securities not registered under the 1933
                                            Act, unless it is organized or incorporated, and owned, by accredited investors who are not
                                            natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator
                                            or trustee is a U.S. Person.



 


	7.	Representations
                                            and Warranties will be Relied Upon by the Issuer



 


	7.1	The Subscriber acknowledges
  and agrees that the representations and warranties contained herein are made by it with the intention that such representations and
  warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase
  the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder
  to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificates representing
  the Shares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true
  and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and
  that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding
  any subsequent disposition by the Subscriber of such Securities.




 


		8.	Acknowledgement
                                            and Waiver



 


	8.1	The Subscriber has acknowledged
  that the decision to acquire the Securities was solely made on the basis of the Public Record. The Subscriber hereby waives, to the
  fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be
  entitled in connection with the distribution of any of the Securities.




 


		9.	Legending
                                            and Registration of Subject Securities



 


		9.1	The
                                            Subscriber hereby acknowledges that a legend may be placed on the certificates representing
                                            the Shares and Warrants to the effect that the securities represented by such certificates
                                            are subject to a hold period and may not be traded until the expiry of such hold period except
                                            as permitted by applicable securities legislation.



 


		9.2	The
                                            Subscriber hereby acknowledges and agrees to the Issuer making a notation on its records
                                            or giving instructions to the registrar and transfer agent of the Issuer in order to implement
                                            the restrictions on transfer set forth and described in this Agreement.



 






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	10.	Collection
                                            of Personal Information



 


	10.1	The
                                            Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s
                                            personal information for the purpose of fulfilling this Agreement and completing the Offering.
                                            The Subscriber acknowledges that its personal information (and, if applicable, the personal
                                            information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed
                                            by the Issuer to (a) stock exchanges or securities regulatory authorities, (b) the Issuer’s
                                            registrar and transfer agent, (c) tax authorities, (d) authorities pursuant to the Proceeds
                                            of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
                                            parties involved in the Offering, including legal counsel, and may be included in record
                                            books in connection with the Offering. By executing this Agreement, the Subscriber is deemed
                                            to be consenting to the foregoing collection, use and disclosure of the Subscriber’s
                                            personal information (and, if applicable, the personal information of those on whose behalf
                                            the Subscriber is contracting hereunder) for the foregoing purposes and for the purposes
                                            described in Exhibit D to this Agreement, and to the retention of such personal information
                                            for as long as permitted or required by applicable laws or business practice. Notwithstanding
                                            that the Subscriber may be purchasing the Units as agent on behalf of an undisclosed principal,
                                            the Subscriber agrees to provide, on request, particulars as to the nature and identity of
                                            such undisclosed principal, and any interest that such undisclosed principal has in the Issuer,
                                            all as may be required by the Issuer in order to comply with the foregoing. By completing
                                            this Agreement, the Subscriber authorizes the indirect collection of the information described
                                            in this Section 11.1 by all applicable regulators and consents to the disclosure of such
                                            information to the public through (i) the filing of a report of trade with all applicable
                                            regulators and (ii) the filing of this Agreement on SEDAR.






 


Furthermore,
the Subscriber is hereby notified that:


 


		(a)	the
                                            Issuer may deliver to any securities commission having jurisdiction over the Issuer, the
                                            Subscriber or this Subscription, including any Canadian provincial securities commissions,
                                            the United States Securities and Exchange Commission and/or any state securities commissions
                                            (collectively, the “Commissions”), certain personal information pertaining
                                            to the Subscriber, including the Subscriber’s full name, residential address and telephone
                                            number, the number of securities of the Issuer owned by the Subscriber, the number of Units
                                            purchased by the Subscriber, the total Subscription Amount paid for the Units, the prospectus
                                            exemption relied on by the Issuer and the date of distribution of the Units;



 


		(b)	such
                                            information is being collected indirectly by the Commissions under the authority granted
                                            to them in applicable securities laws;



 


		(c)	such
                                            information is being collected for the purposes of the administration and enforcement of
                                            applicable securities laws; and



 


		(d)	the
                                            Subscriber may contact the public official in the local jurisdiction with respect to questions
                                            about the indirect collection of such information at the following address and telephone
                                            number:






 





	Attention:
    FOIP Coordinator 	 	Attention:
    FOI Inquiries 	 	Attention:
    Inquiries Officer 
	Alberta
    Securities Commission 	 	British
    Columbia Securities Commission 	 	Ontario
    Securities Commission 
	Suite
    600 	 	P.O.
    Box 10142, Pacific Centre 	 	20
    Queen Street West, 22nd Floor 
	250
    - 5th Street SW 	 	701
    West Georgia Street 	 	Toronto,
    ON M5H 3S8 
	Calgary,
    AB T2P 0R4 	 	Vancouver,
    BC V7Y 1L2 	 	Telephone:
    416-593-8314
	Telephone:
    403-297-6454 	 	Telephone:
    604-899-6854	 	 


 








	11.	Costs






 


	11.1	The Subscriber acknowledges
  and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained
  by the Subscriber) relating to the purchase of the Units will be borne by the Subscriber.




 


	12.	Governing
                                            Law



 


	12.1	This Agreement is governed
  by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber, in its personal
  or corporate capacity and, if applicable, on behalf of each beneficial or undisclosed purchaser for whom it is acting, irrevocably
  attorns to the exclusive jurisdiction of the courts of the Province of British Columbia.





 






    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 29



    	 



    

 



	13.	Survival



 


	13.1	This Agreement, including,
  without limitation, the representations, warranties and covenants contained herein, will survive and continue in full force and effect
  and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the purchase of the Units by the Subscriber.




 


	14.	Assignment



 


	14.1	This
  Agreement is not transferable or assignable.




 


	15.	Severability



 


	15.1	The invalidity or unenforceability
  of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of
  this Agreement.




 


	16.	Entire
                                            Agreement



 


	16.1	Except as expressly provided
  in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated or provided for
  herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other
  terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the
  Issuer or by anyone else.




 


	17.	Notices



 


	17.1	All
  notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by
  any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable of
  producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of this Agreement
  and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.




 


	18.	Beneficial
                                            Subscribers



 


	18.1	Whether
  or not explicitly stated in this Agreement, any acknowledgement, representation, warranty, covenant or agreement made by the Subscriber
  in this Agreement, including the exhibits hereto or any other documents delivered by the Subscriber to the Issuer in connection herewith,
  will be treated as if made by the Disclosed Principal, if any.




 


	19.	Execution
                                            of Subscription Agreement



 


	19.1	The Issuer and the Issuer’s
  Counsel will be entitled to rely on delivery by email or other means of electronic communication capable of producing a printed copy
  of an executed copy of this Agreement, and acceptance by the Issuer of such email or other form of electronic copy will be equally
  effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms hereof. If less
  than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s Counsel prior to or at the Closing, the Issuer
  and the Issuer’s Counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of
  the pages not delivered prior to or at the Closing (without any alterations to such page).




 


	20.	Counterparts
  and Electronic Means




 


	20.1	This Agreement may be executed
  in any number of counterparts, each of which when so executed and delivered will constitute an original, and all of which together
  will constitute one instrument. Delivery of an executed copy of this Agreement by email transmission or other means of electronic communication
  capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Closing Date.




 


	21.	Exhibits



 


	21.1	The
                                            exhibits attached hereto form part of this Agreement.



 








	22.	Indemnity



 


The
Subscriber will indemnify and hold harmless the Issuer and the Issuer’s Counsel, where applicable, the Issuer’s directors,
officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon
any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished
by the Subscriber to the Issuer in connection herewith being untrue in any material respect, or any breach or failure by the Subscriber
to comply with any covenant or agreement made by the Subscriber to the Issuer in connection


 







    	Western Magnesium Corporation – Unit Offering Subscription Agreement June 2021 | 30