Exhibit
10.3


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT dated for reference the 30 day of April, 2019


 


BETWEEN:


 


James
Sever, a businessman with an address at


 


5614
S Leeway Ct., Spokane, WA USA 99223-6648


 


(the
“Executive”)


 


AND:


 


Nevada
Clean Magnesium Inc., a corporation pursuant to the laws of


Nevada
with a registered address at


 


#130
– 1959 152nd Street, Surrey, BCV4A 0C4


 


(the
“Company”)


 


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


 


WHEREAS:


 


A.
The Company is incorporated under the laws of Nevada and carries on the business of producing Magnesium metal (the “Business”);
and


 


B.
The Company wishes to employ the Executive as Chief Technical Officer (CTO) on the terms and conditions set forth in this Employment
Agreement (this “Agreement”);


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the promises and mutual covenants herein, THE PARTIES HEREBY COVENANT AND
AGREE as follows:


 


	1.	EMPLOYMENT



 


	1.1	Position



 


The
Company agrees to employ the Executive, and the Executive agrees to serve the Company, as CTO for the Company and in such other additional
position with the Company or its subsidiaries as the Company may reasonably assign to the Executive and which position the Executive
agrees to assume, acting reasonably.


 


	1.2	Responsibilities
                                            and Duties



 


	 	(a)	The
                                            Executive shall perform such duties and responsibilities as set out in Schedule “A”
                                            to this Agreement. In addition to the duties and responsibilities set out in Schedule
                                            “A”, the Executive agrees to perform such other duties and responsibilities
                                            that are normally performed by a CTO of a company and comply with such instructions
                                            that are reasonably assigned or communicated to him by the Company.



 










    	 



    	- 2 -



    




 


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



 


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



 


	1.3	Term
                                            of Employment



 


		(a)	The
                                            employment of the Executive is effective on April 30th, 2019 (the “Start
                                            Date”) and shall continue for a term of ten (10) years (the “Term”)
                                            unless it is terminated earlier pursuant to the termination provisions set out below in Section
                                            6 of this Agreement.



 


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



 


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



 


	1.4	Reporting



 


The
Executive shall report to the President, COO.


 


	1.5	Standards
                                            of Conduct



 


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


 




    	 



    	- 3 -



    




 


	1.6	No
                                            Contravention or Conflict.



 


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


 


	2.	COMPENSATION



 


	2.1	Base
                                            Salary



 


		(a)	The
                                            Company will pay to the Executive an annual base salary of USD $300,000 (“Base Salary”)
                                            which will be payable in accordance with the Company’s established policies as amended
                                            from time to time, and subject to all required deductions.



 


		(b)	The
                                            Executive will receive a ten percent (10%) increase to the base salary every two (2) years
                                            for the duration of the term of the agreement beginning on the anniversary date of signing
                                            of this agreement.



 


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



 


		(d)	The
                                            Company will pay to the Executive a total of USD $25,000 per month, payable as to $12,500
                                            on each of the 15th and last day of each month (provided that if such date is
                                            not a business day, then on the next business day in British Columbia).






 


	2.2	Bonus



 


		(a)	Upon
                                            signing the execution of this Agreement, the executive shall receive a signing bonus, payable
                                            in the form as incentive options to purchase common shares of the Company. The number of
                                            the shares is to be equal to two percent (2%) of the total amount of shares issued at the
                                            time of signing and issued upon receipt of shareholder or regulatory approvals.



 


		(b)	The
                                            Executive shall have the opportunity to earn an annual bonus upon meeting or exceeding the
                                            Company’s achievement of annual financial and operating targets and the Executive’s
                                            performance targets (the “Bonus”). The amount of the Bonus and specific
                                            targets for the Bonus will be determined annually by the Company in its discretion, acting
                                            reasonably.



 




    	 



    	- 4 -



    




 


		(c)	The
                                            Executive acknowledges and agrees that receipt of a bonus in one year does not entitle the
                                            Executive to a receipt of a bonus in any subsequent year. The Executive acknowledges and
                                            agrees that payment of a bonus is contingent on the Executive being actively employed by
                                            the Company at the time the bonus is scheduled to be paid.



 


	2.3	Equity



 


		(a)	The
                                            Company will grant to the Executive options to purchase common shares of the Company (the
                                            “Stock Options”) exercisable at a price of per share at the market price
                                            per share and as approved by stock exchange rules. The number of Stock Options will be set
                                            by the board. The Company may make future grants of stock options to the Executive at its
                                            discretion.



 


		(b)	The
                                            Stock Options will be issued according to the terms and conditions of the Company’s
                                            stock option plan and subject to all applicable securities laws, including the policies of
                                            the TSX Venture Exchange.



 


	2.4	Benefits



 


		(a)	The
                                            Executive will be able to participate in the benefit plans that the Company makes available
                                            to its senior staff.



 


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



 


	2.5	Business
                                            Expenses



 


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



 


		(b)	The
                                            Company shall reimburse the Executive for mobile device monthly bills and for any long-distance
                                            charges incurred by the executive for work related international calls.



 


		(c)	The
                                            Company shall provide to the Executive a monthly car allowance of USD$1,000.00.



 


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



 




    	 



    	- 5 -



    




 


	2.6	Insurance



 


The
Company will arrange and pay for Directors and Officers insurance on behalf of the Executive.


 


	2.7	Vacation



 


The
Company will provide the Executive with seven (7) weeks’ paid vacation per calendar year in accordance with the written vacation
policy of the Company from time to time applicable to the Company’s senior management. The weeks selected by the Executive shall
be subject to the Company’s written consent.


 


	3.	STATUTORY
                                            DEDUCTIONS



 


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


 


	4.	EXECUTIVE’S
                                            OBLIGATIONS



 


	1.1	Confidentiality



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 



    	- 6 -



    

 





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



 


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



 


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



 


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



 


		(iii)	information,
                                            the disclosure of which by the Executive is required to be made by any law, regulation or
                                            governmental authority or legal process of discovery (to the extent of the requirement),
                                            provided that before disclosure is made, notice of the requirement is provided to the Company,
                                            and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity
                                            to dispute the requirement.



 


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



 


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



 


	4.2	Intellectual
                                            Property



 


		(a)	In
                                            this Agreement:



 


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



 




    	 



    	- 7 -



    




 


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



 


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



 


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



 


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



 


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



 


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



 




    	 



    	- 8 -



    




 


	4.3	Non-Solicitation



 


During
the Executive’s employment and for a period of two (2) years from the end of the Executive’s employment (howsoever occasioned),
the Executive shall not, without the prior written consent of the Company, either alone or jointly with or on behalf of any person or
entity, directly or indirectly solicit or entice away or endeavor to solicit or entice away from the Company (or an affiliated company
with which the Executive had direct involvement):


 


		(a)	any
                                            person who at the date of the termination of the Executive’s employment was a client
                                            or customer of the Company and with whom the Executive had direct and material contact during
                                            the course of the Executive’s employment for the purpose of carrying out the Executive’s
                                            duties under this Agreement; and



 


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



 


	4.4	Non-Competition



 


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


 


	5.	ENFORCEMENT



 


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



 


		(b)	The
                                            Executive acknowledges and agrees that in the event of any breach or threatened breach of
                                            Articles 4 of this Agreement by the Executive, the Company will, in addition to any and all
                                            remedies available to the Company at law or in equity, be entitled as a matter of right to
                                            judicial relief by way of a restraining order, interim, interlocutory or permanent injunction,
                                            or order for specific performance as may be necessary to ensure that the Executive complies
                                            with and performs the Executive’s obligations under this Agreement, and including an
                                            award of special costs of any such court application against the Executive and the Executive
                                            further covenants and agrees not to oppose the granting of any such judicial relief and hereby
                                            waives any and all defenses to the strict enforcement of this Agreement.



 




    	 



    	- 9 -



    

 





	6.	TERMINATION



 


	6.1	Termination
                                            by the Executive



 


The
Executive may terminate this Agreement and his employment with the Company prior to the end of the Term by giving the Company at least
eight (8) weeks of written notice. The Company may waive all or part of this notice period by paying to the Executive only his Base Salary
for the waived period of notice.


 


	6.2	Termination
                                            With or Without cause by the Company



 


		(a)	The
                                            employment of the Executive may be terminated by the Company with or without cause at any
                                            time prior to the end of the Term, without notice.



 


		(b)	The
                                            Executive will receive a onetime severance payment of USD $2 million upon termination the
                                            Executive with or without cause. The Executive will be responsible for any and all applicable
                                            Federal and State income taxes resulting from receiving the severance payment.



 


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



 


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



 


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



 


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



 


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



 


		(d)	If
                                            the Executive is terminated for Cause, the Executive will not be eligible for any notice
                                            or pay in lieu of notice or other compensation. All perquisites, benefits and other compensation
                                            will end when the Executive is given notice of termination.



 


		(e)	A
                                            failure by the Company to rely upon the provisions of Section 6.2(a) in any given instance
                                            or instances shall not constitute acquiescence or be deemed a waiver by the Company of its
                                            entitlement to terminate the Executive’s employment for Cause.



 




    	 



    	- 10 -



    




 


		(f)	The
                                            Company may, without cause and at any time prior to the end of the Term, terminate the Executive’s
                                            employment by providing the Executive with notice and pay a onetime severance payment of
                                            USD $2 million upon termination of the Executive;



 


		(g)	Upon
                                            the death or mental or physical disability of the Executive such that, in the view of the
                                            Company’s directors other than the Executive, the Executive is not able to carry out
                                            his responsibilities, the Company may terminate the Executive’s employment by providing
                                            the Executive or his estate with pay and severance pay, if applicable, in the amount of six
                                            (6) months’ Base Salary payable monthly.



 


		(h)	At
                                            the end of the Term or upon the earlier termination of the Executive’s employment for
                                            any reason, the Executive shall immediately resign as director and from all offices which
                                            he holds with the Company.



 


		(i)	The
                                            Executive understands and agrees that he will not be entitled to receive any further notice,
                                            payment in lieu of notice, severance pay, benefits, compensation, or damages of any kind,
                                            whether at common law or otherwise, other than the entitlements set out in Section 6.2(f)
                                            herein.



 


		(j)	The
                                            Executive understands and agrees that he will not be entitled to receive any notice, payment
                                            in lieu of notice, severance pay, benefits, compensation, or damages of any kind, whether
                                            at common law or otherwise, at the end of the Term.



 


	7.	CHANGE
                                            OF CONTROL



 


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



 


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



 


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



 


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



 


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



 




    	 



    	- 11 -



    




 


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



 


provided
that:


 


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



 


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



 


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



 


		(i)	the
                                            assignment by the Company of any substantial new duties inconsistent with the Executive’s
                                            positions, duties, responsibilities and status with the Company immediately prior to such
                                            a change in assigned duties;



 


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



 


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



 


		(iv)	a
                                            material reduction of the Base Salary.



 


		(c)	In
                                            the event the Company terminates the Executive’s employment with or without cause within
                                            12 months of a Change of Control or the Executive terminates his employment for Good Reason
                                            within 12 months of a Change of Control, the Executive will receive from the Company the
                                            onetime severance payment of USD $2 million.



 


	8.	GENERAL



 


	8.1	Entire
                                            Agreement



 


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


 


	8.2	Severability



 


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


 




    	 



    	- 12 -



    

 





	8.3	Continuing
                                            Obligations



 


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


 


	8.4	Waiver



 


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


 


	8.5	Modification
                                            of Agreement



 


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


 


	8.6	Assignment
                                            of Rights



 


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


 


	8.7	Governing
                                            Law



 


This
Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the parties hereby attorn
to the jurisdiction of the courts of British Columbia (Vancouver registry).


 


	9.	CONTINUING
                                            COOPERATION



 


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


 


	10.	LEGAL
                                            ADVICE



 


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


 


	11.	COUNTERPARTS



 


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



 




    	 



    	- 13 -



    







 


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


 





Nevada
Clean Magnesium Inc.










 



	 	/s/ Edward
    Lee	 
	Per:	Edward Lee	 
		Authorized Signatory	 



 





	SIGNED
    by JAMES SEVER in the presence of:	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	/s/
    Barrie D. Fraser	Signature	)	 
	Barrie
    D. Fraser		)	 
	 	 	/s/
    James Sever
	 	 	JAMES
    SEVER


 




    	 



    	- 14 -



    

 





SCHEDULE
A


 


CHIEF
TECHNICAL OFFICER’S DUTIES AND RESPONSIBILITIES


 


Overview


 


The
primary responsibility of the Chief Technical Officer of the Company is to provide technical direction and mentorship for the Company
in alignment with both its short-term operational objectives and long- term strategic goals. While the President is responsible for the
executive leadership and operational management necessary to meet the goals and objectives of the Company, the Chief Technical
Officer is responsible for identification and development the technical direction to enable the goals and objectives of the Company.


 


The
Chief Technical Officer shall have such skills and abilities as are considered necessary by the President. The Chief Technical Officer
both works with, and is accountable to, the President.


 


General
Responsibilities


 


The
Chief Technical Officer has the following general and specific responsibilities:


 





1)
Strategic Leadership


 


Formulate
and recommend goals, strategies, and objectives to the President to ensure delivery on technology requirements in support of the broader
strategic goals and objectives of the Company.


 


Provide
recommendations for the development and execution of the Company Research and Development within parameters established by the President
and Board.


 


	2)	Financial
                                            Leadership



 


Provide
technical context to the leadership team and advise on commercial impact of technical options to facilitate the development of annual
capital and operating plans that support the Company’s short and long-term strategic objectives.


 


	3)	Risk
                                            Management



 


Contribute
to the identification of the principal technical and operational risks associated with technical considerations / options of the Company’s
business and participate in and contribute to the overall management of the Company risk.


 


Make
recommendations on steps to ensure that the Company’s technology assets (physical and IP) are adequately safeguarded and/or insured,
and optimized in the best interests of the Company and its shareholders.


 


	4)	Administrative
                                            Leadership



 




    	 



    	- 15 -



    

 





Assess
and develop technical personnel, structure and systems to appropriately administer the technology and technical operations of the Company,
in keeping with the goals and objectives of the Company.


 


Comply
with internal controls on data management, integrity and security.


 


Foster
a high-performance and innovative technology culture that supports the Company culture of ethical practices, encourages
creativity, ensures individual integrity and accountability, and fulfills corporate social responsibility.


 


5)
 Compliance Leadership




 


Ensure
that all Research and Development activities of the Company are conducted in accordance with applicable laws, regulations, the Company’s
policies and procedures, sound business practices, and any other policies and practices approved by the President.


 


Ensure
technical recommendations address safety and compliance with the Company’s safety, health and environmental (SHE) policies, procedures,
and practices; in the context of the complete asset lifecycle.


 


Enact
practices in the best interest of the organization and its stakeholders that meet or exceed regulatory and policy requirements.


 


The
Employee’s specific responsibilities as Chief Technical Officer for the Company shall include, but not be limited to, such as the
following:


 





	1)	As
    the Company’s most senior technical position, the Chief Technical Officer will work closely with, the Company’s senior
    management team to achieve the objectivesof the Company.
	 	 
	2)	Mentor
    technical staff and provide technical guidance to senior management to support achievement of the goals and objectives of the Company.
	 	 
	3)	Consider
    regulatory compliance with local jurisdictions concerning technical matters in concert with the Executive Management;
	 	 
	4)	Liaise,
    assist and cooperate with the Company’s auditors, accountants, bankers, lenders, regulators, and legal counsel, when required;
	 	 
	5)	Comply
    with controls concerning the receipt, usage, storage and dissemination of technical information obtained by the Company;


 








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