Exhibit 10.12


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT dated for reference the 1st day of December 2020


 


BETWEEN:


 


Lisa
Maxwell, a business woman with an address at


 


2044
Ritchie Drive, Cawston, BC V0X 1C2 (the “Executive”)


 


AND:


 


Western
Magnesium Canada Corporation a corporation pursuant to


the laws of British Columbia with a registered address at Suite 900 –
580


Hornby Street, Vancouver, BC V6C 3E7


 


(the
“Company”)


 


(the
Executive and the Company are each hereinafter referred to as a


“Party”
and together hereinafter referred to as the “Parties”)


 


WHEREAS:


 


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


 


B.
The Executive commenced employment with the Company on May 3rd, 2019 as President, Corporate Affairs and Corporate Secretary
(“Corporate Affairs”) and is now the Senior Vice-President, Corporate Development;


 


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


 


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


 


1.
EMPLOYMENT


 


1.1
Position


 


The
Company agrees to employ the Executive, and the Executive agrees to serve the Company as Senior Vice-President, Corporate Development
for the Company, and in such other additional position with the Company or its subsidiaries as the Company may reasonably assign to the
Executive. With the acknowledgement that the Executive has a permanent residence located in the Interior of British Columbia, the Executive
will attend the office on an as needed basis but not more than two weeks per month.


 




    	 



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1.2
Responsibilities and Duties


 


	 	(a)	The
    Executive shall perform such duties and responsibilities as set out in Schedule “A” to this Agreement. In addition
    to the duties and responsibilities set out in Schedule “A”, the Executive agrees to perform such other duties
    and responsibilities that are normally performed by the Senior Vice-President, Corporate Development of a company and to comply with
    such instructions that are reasonably assigned or communicated to him by the Company from time to time. The Company may make changes
    without notice to duties and responsibilities of the Executive in accordance with its business needs, and such changes will not constitute
    a breach of the terms of employment.
	 	 	 
	 	(b)	The
Executive shall at all times conduct himself in accordance with all laws that apply to his employment and to the affairs of the Company.
	 	 	 
	 	(c)	The
Executive shall comply with all written policies that apply to the Company’s senior staff that may be issued by the Company from
time to time. It is agreed that the introduction and administration of such policies are within the sole discretion of the Company. If
the Company introduces, amends or deletes such policies, such introduction, deletion or amendment shall not constitute a breach of this
Agreement. If there is a direct conflict between this Agreement and any such policy, this Agreement shall prevail to the extent of the
inconsistency.


 


1.3
Term of Employment


 


	 	(a)	The
    term of the Executive’s employment with the Company under this Agreement will commence on December 1st 2020, and
    will end when terminated in accordance with this Agreement (the “Term”). 
	 	 	 
	 	(b)	The
Executive shall devote all of his time and attention during normal business hours to the business of the Company and shall not, without
the prior written consent of the Board of Directors (the “Board”), engage in any other business, profession or occupation.
The Executive shall not, without the prior written consent of the Board (which consent is not to be unreasonably withheld), become an
officer, director, contractor for service, employee, agent or representative of any other company, partnership, person, firm, business,
enterprise or organization, where such activity would interfere with the performance of the Executive’s obligations herein.
	 	 	 
	 	(c)	Subsection
1.3(b) shall not prevent the Executive from performing a reasonable amount of charitable or volunteer community service work, provided
such work does not interfere with the performance of the Executive’s obligations herein.


 


1.4
Reporting


 


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


 




    	 



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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.


 


1.6
No Contravention or Conflict


 


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


 


2.
COMPENSATION DURING THE TERM


 


2.1
Base Salary


 


	 	(a)	During
    the Term, the Company will pay to the Executive an annual base salary of USD $180,000 (the “Base Salary”) which
    will be payable on the 15th and last day of each month (provided that, if such date is not a business day, then on the
    business day before in British Columbia) in accordance with the Company’s established payroll policies as amended from time
    to time, and subject to all required deductions and withholdings.
	 	 	 
	 	(b)	The
    Executive acknowledges and agrees the compensation set out in this Agreement is compensation for all hours worked by the Executive,
    and that, due to the managerial nature of the Executive’s duties and Business of the Company, the Executive may be required
    to perform his duties under this Agreement according to an irregular and/or fluctuating schedule as required by the Company, which
    may include hours outside of normal business hours.


 


2.2
Discretionary Bonus


 


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


 




    	 



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


 


2.3
Stock Options


 


	 	(a)	During
    the Term, at the Company’s sole discretion, the Company will make reasonable efforts to make future grants of stock options
    to the Executive to purchase common shares of the Company (the “Stock Options”). The number, exercise price, and
    vesting schedule of the Stock Options will be determined by the Board, or a committee thereof, in its sole discretion. 
	 	 	 
	 	(b)	The
    Stock Options will be subject to the terms of a separate stock option agreement (including specified vesting terms), issued according
    to the terms and conditions of the Company’s Stock Option Plan as amended from time to time, and subject to all applicable
    securities laws, including the policies of the TSX Venture Exchange, and any other stock exchange on which common shares of the Company
    are listed. The Company reserves the right to introduce, administer, amend and/or delete the Company’s Stock Option Plan in
    its sole discretion, and such changes will not constitute a breach of the terms of employment.
	 	 	 
	 	(c)	Neither
    the period of notice nor any payment in lieu thereof will be considered as extending the period of the Executive’s employment
    with respect to the vesting or exercise of any such options granted, except to the minimum extent (if any) required by applicable
    employment standards legislation.


 


2.4
Benefits


 


	 	(a)	During
    the Term, the Executive will be able to participate in the benefit plans that the Company makes available to its senior staff from
    time to time in its discretion, subject to the terms and conditions set out in the various benefits plans as amended from time to
    time. The Company may reduce, amend or terminate the benefits plan or coverage from time to time in its sole discretion. Benefits
    will not be provided in relation to any statutory or common law period of notice, and will not form part of any damages for wrongful
    dismissal or otherwise, except to the minimum extent (if any) required by applicable employment standards legislation. Nothing herein
    requires the Company to establish or continue any benefit plan.
	 	 	 
	 	(b)	The
    Company’s obligations with respect to benefits shall not be to act as a self-insurer. The Company shall make the benefit plans
    available to the Executive and, where applicable, shall pay premiums to an insurance carrier of its choice. All decisions regarding
    eligibility and coverage shall be made by the insurance carrier; the Company shall not bear any responsibility or liability in connection
    with the benefit plans during the employment of the Executive or thereafter.


 




    	 



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2.5
Business Expenses


 


	 	(a)	During
    the Term:


 


	 	(i)	The
    Company shall reimburse the Executive for all pre-approved traveling and other out-of-pocket expenses actually and properly incurred
    by the Executive in the course of carrying out his duties and responsibilities under this Agreement and which are incurred in accordance
    with Company policies, including but not limited to the Company’s rules of traveling expenses, if any;
	 	 	 
	 	(ii)	The
    Company shall reimburse the Executive for monthly bills for a mobile device used exclusively for business purposes and for any long-distance
    charges incurred by the Executive for Company related international calls.
	 	 	 
	 	(iii)	The
    Company shall provide to the Executive a monthly car allowance of CAD $500.00 (the “Vehicle Allowance”). The Vehicle
    Allowance is to be used exclusively for business purposes. The Vehicle Allowance will not be provided in relation to any statutory
    or common law period of notice, and will not form part of any damages for wrongful dismissal or otherwise. The Executive will be
    responsible for any tax consequences arising from this benefit.
	 	 	 
	 	(iv)	The
    Executive agrees to provide to the Company an itemized monthly expense report, together with original receipts, showing all monies
    expended hereunder, and such other expense information as the Company may reasonably require.


 


2.6
Insurance


 


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


 




    	 



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2.7
Vacation


 


	 	(a)	During
    the Term, the Company will provide the Executive with six (6) weeks’ paid vacation per calendar year in accordance with the
    written vacation policy of the Company from time to time applicable to the Company’s senior management, pro-rated for partial
    years of employment. The weeks selected by the Executive shall be subject to the Company’s written consent and must be obtained
    no later than thirty (30) days prior to the start of the vacation period.
	 	 	 
	 	(b)	Upon
    termination of this Agreement, however so caused, the Executive will be paid vacation pay that remains accrued and unused at the
    date of termination.
	 	 	 
	 	(c)	Vacation
    pay will not be provided in relation to any common law period of notice, and will not form part of any damages for wrongful dismissal
    or otherwise, except to the minimum extent (if any) required by applicable employment standards legislation.


 


3.
Deductions


 


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


 


4.
Executive’S OBLIGATIONS


 


1.1
Confidentiality 


 


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


 


	 	(i)	information
    relating to strategies, research, communications, business plans, and financial data of the Company and any information of the Company
    which is not readily publicly available;
	 	 	 
	 	(ii)	any
    information deemed to constitute trade secrets, whether or not separately described in this Agreement;
	 	 	 
	 	(iii)	work
    product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including
    but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;


 




    	 



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	 	(iv)	any
    intellectual property contributed to the Company, and any other technical and business information of the Company, its subsidiaries
    and affiliates which is of a confidential, trade secret and/or proprietary character;
	 	 	 
	 	(v)	internal
    Company personnel and financial information, employee personal information, employee compensation, supplier names and other supplier
    information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting
    the Company’s business; and
	 	 	 
	 	(vi)	all
    information that becomes known to the Executive as a result of this Agreement that the Executive, acting reasonably, believes is
    confidential information or that the Company takes measures to protect.


 


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


 


	 	(i)	the
    general skills and experience gained by the Executive during the Term of this Agreement that the Executive could reasonably have
    been expected to acquire in similar retainers or engagements with other companies;
	 	 	 
	 	(ii)	information
    publicly known without breach of this Agreement or similar agreements; or
	 	 	 
	 	(iii)	information,
    the disclosure of which by the Executive is required to be made by any law, regulation or governmental authority or legal process
    of discovery (to the extent of the requirement), provided that before disclosure is made, notice of the requirement is provided to
    the Company, and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity to dispute the requirement,
    and the Executive uses reasonable efforts to cooperate with the Company to contest, object to or limit such a request and, in any
    such case, when revealing such Confidential Information pursuant to court order.


 


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


 




    	 



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4.2
Intellectual Property 


 


	 	(a)	In
    this Agreement:


 


	 	(i)	“Intellectual
    Property Rights” means any and all legal protection recognized by the law (whether by statute, common law or otherwise,
    in the United States, Canada and all other countries world-wide) in respect of the Works (as defined below) and Confidential Information,
    including trade secret and confidential information protection, patents, copyright and copyright registration, industrial design
    registration, trade dress and trade-marks and trade-mark registrations and other registrations or grants of rights analogous thereto;
	 	 	 
	 	(ii)	“Works”
    includes all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations
    of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all
    documentation therefore, flowcharts, specifications and source code listings, whether patentable or not, including any modifications
    or improvements thereto that: (1) are conceived, developed, created, generated or reduced to practice by the Executive (whether alone
    or with others in or outside the Company) as a result of the Executive’s involvement with the Company; or, (2) result from
    the Executive’s fulfillment of the Executive’s obligations hereunder; or (3) result from the use of the premises and
    property (including equipment, supplies or Confidential Information) owned, licensed or leased by the Company;


 


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


 




    	 



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


 


4.3
Non-Solicitation


 


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


 


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


 


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


 


4.4
Non-Competition


 


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


 




    	 



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1.1
Ownership and Return of Confidential Information. 


 


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


 


1.2
Nondisparagement


 


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


 


1.3
Reasonableness 


 


	 	(a)	 The
    Executive acknowledges and agrees that the restrictions contained in this Section 4 with respect to time and scope are reasonable
    and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company
    and that the Executive has had the opportunity to review the provisions of this Agreement with the Executive’s legal counsel,
    if any. In particular, the Executive agrees and acknowledges that the Company expends significant time and effort developing and
    protecting the confidentiality of the Confidential Information, which has significant value. 
	 	 	 
	 	(b)	The
    Executive and the Company further agree that: (1) this non-compete is reasonably necessary to protect the needs, inclusive of confidential
    information and trade secrets, of the Company; (2) the limitations imposed by this non-compete are not greater than reasonably necessary
    to protect the Company; and (3) the limitations in this non-compete do not cause any harm to the public by preventing the Executive
    from using his skills or service in the field. 
	 	 	 
	 	(c)	The
    Executive and the Company agree that the restrictions contained in Subsections 4.3 and 4.4 are reasonable in time and scope given
    that Executive was provided with access to the Company’s and its customers’ internal operations and business relationships.
	 	 	 
	 	(d)	This
    Section 4 does not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, the Executive
    from exercising protected rights that cannot be waived by agreement.


 




    	 



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5.
enforcement


 


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


 


6.
TERMINATION


 


6.1
Termination by the Executive


 


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


 




    	 



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6.2
Termination Without Cause by the Company


 


	 	(a)	The
    Company may terminate the employment of the Executive without just cause at any time by providing the Executive notice or pay in
    lieu of such notice and severance pay, if applicable, in the amount of six (6) months’ Base Salary:


 


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


(collectively,
the “Termination Payment”).


 


	 	(b)	The
    Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation
    to which the Executive is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the
    Company will have no further obligations to the Executive with respect to the termination of this Agreement or the Executive’s
    employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will
    continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes
    that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment,
    unless the Company and the Executive agree otherwise in writing.
	 	 	 
	 	(c)	Where
    this Agreement and the Executive’s employment is terminated in accordance with this Subsection 6.2, the Executive agrees to
    release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of
    actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown,
    whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the
    Executive has ever had, now has, or at any time hereafter the Executive can, will or may have, by reason of or arising out of this
    Agreement, the Executive’s employment, or the termination of this Agreement and the Executive’s employment, prior to
    receiving any payments in excess of the ESA Minimums. The Executive agrees to execute a full and final release in favour of the Company,
    in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA
    Minimums.


 


6.3
Termination with Just Cause by Company


 


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


 


	 	(i)	committing
    any willful or intentional act of dishonesty, including, but not limited to, fraud, or falsification of an employment record;
	 	 	 
	 	(ii)	being
    found guilty of, or entering a plea of guilty or no contest to, any felony or any crime involving moral turpitude, dishonesty or
    theft;


 




    	 



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	 	(iii)	willful
    disobedience or insubordination with respect to a lawful directive of Executive’s superior or the Board; 
	 	 	 
	 	(iv)
    	material
    breach of this agreement or of any of the Company’s policies;
	 	 	 
	 	(v)	improper
    or unauthorized disclosure of Confidential Information; or
	 	 	 
	 	(vi)	any
    action, omission or commission which a British Columbia court will conclude just cause at law.


 


	 	(b)	Notwithstanding
    any other provision of this Agreement, the Company may terminate this Agreement and the Executive’s employment with the Company
    at any time for Just Cause, without prior notice or pay in lieu of notice or any other form of compensation, severance pay or damages.
    
	 	 	 
	 	(c)	A
    failure by the Company to rely upon the provisions of this Subsection 6.3 in any given instance or instances shall not constitute
    acquiescence or be deemed a waiver by the Company of its entitlement to terminate the Executive’s employment for Just Cause.
    The Executive agrees that if the Company provides the Executive with notice of termination or payment in lieu of such notice in accordance
    with Subsection 6.2, the Company will not be prevented from alleging Just Cause for termination of the terms of the Executive’s
    employment or this Agreement. Further, the Executive agrees that if the Company unsuccessfully alleges Just Cause pursuant to this
    Subsection 6.3, or if the Executive is found to have been constructively dismissed, the Executive’s entitlement to notice or
    pay in lieu of notice will be limited to the entitlements set out in Subsection 6.2.


 


6.4
General Termination Provisions


 


	 	(a)	Upon
    the death or disability diagnosed by a licensed physician of the Executive such that, in the view of the Company’s directors
    other than the Executive, the Executive is not able to carry out his essential job functions, the Company may terminate the Executive’s
    employment by providing the Executive or his estate with pay and severance pay, if applicable, in the amount of six (6) months’
    Base Salary payable monthly, and conditioned on the effectiveness of a Release. Prior to terminating the Executive under this Subsection
    6.4(a), the Company will make reasonable accommodation necessary to enable the Executive to perform his essential job functions unless
    providing such accommodation would pose an undue hardship on the Company. The terms “essential job functions,” reasonable
    accommodation,” and “undue hardship” as they are used in this Subsection 6.4(a) shall be defined as in the Americans
    with Disabilities Act of 1990.
	 	 	 
	 	(b)	Upon
    termination for any reason, Executive shall receive accrued but unpaid wages through the date of termination, any unreimbursed expenses
    as required under this Agreement, and any other amounts as required by law.
	 	 	 
	 	(c)	Upon
    termination of the Executive’s employment for any reason, the Executive shall immediately resign from all offices which he
    holds with the Company, its affiliates, and its subsidiaries. The Executive understands and agrees that he will not be entitled to
    receive any further notice, payment in lieu of notice, severance pay, benefits, compensation, or damages of any kind, whether at
    common law or otherwise, other than the entitlements as set forth in this Agreement. 


 




    	 



    	- 14 -



    

 


7.
CHANGE OF CONTROL 


 


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


 


	 	(i)	an
    acquisition, directly or indirectly, of voting securities of the Company (including securities of the Company on which conversion
    will become voting securities) by any person or group of persons acting in concert such that such person or group of persons are
    able for the first time to affect materially the control of the company; 
	 	 	 
	 	(ii)	a
    merger, amalgamation or other business combination of the Company with or into another entity, or any other corporate reorganization,
    if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately thereafter
    are owned by persons who were not security holders of the Company immediately prior to such merger, amalgamation, business combination
    or reorganization;
	 	 	 
	 	(iii)	the
    exercise of the voting power of any of all securities of the Company so as to cause or result in the election of a majority of members
    of the Board of Directors who were not previously incumbent directors thereof;
	 	 	 
	 	(iv)	the
    completion of a tender offer, an exchange offer, a take-over bid or any other offer or bid by an entity, person or group (other than
    the Company or a wholly-owned subsidiary of the Company) of more than 50% of the issued and outstanding voting securities of the
    Company; or
	 	 	 
	 	(v)	the
    sale, transfer or disposition by the Company of all or substantially all of the assets of the Company;


 


provided
that:


 


	 	(vi)	an
    event will not constitute a Change of Control if its sole purpose is to change the jurisdiction of incorporation of the Company or
    to create a holding company or other corporation, partnership or trust that will be owned in substantially the same proportions by
    the persons who held the Company’s securities immediately before such event; and
	 	 	 
	 	(vii)	a
    Change of Control will be deemed not to have occurred with respect to the Executive if the Executive is the acquirer or part of the
    acquiring group that consummates the Change of Control.


 




    	 



    	- 15 -



    

 


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


 


	 	(i)	a
    material and detrimental change in the title, position, duties and responsibilities, authority or status of the Executive with the
    Company;
	 	 	 
	 	(ii)	a
    material breach by the Company of this Agreement; or
	 	 	 
	 	(iii)	a
    material reduction of the Base Salary.


 


In
order to terminate his employment for Good Reason:


 


	 	(i)	the
    Executive must first give the Company written notice of the action (including for all purposes, any failure to act on the part of
    the Company) alleged to constitute Good Reason within ninety (90) days after the Executive is first aware of such action;
	 	 	 
	 	(ii)	the
    Company must fail to cure such action within thirty (30) days after receipt of such notice; and 
	 	 	 
	 	(iii)	the
    Executive must resign within thirty (30) days after the end of such cure period.


 


	 	(b)	In
    the event the Company (or any successor) terminates the Executive’s employment without cause within 12 months of a Change of
    Control, or in the event the Executive terminates his employment for Good Reason within 12 months of a Change of Control, the Executive
    will receive from the Company the Termination Payment in accordance with Subsection 6.2. 
	 	 	 
	 	(c)	Where
    this Agreement and the Executive’s employment is terminated in accordance with this Section 7, the Executive agrees to release
    and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions,
    causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether
    in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive
    has ever had, now has, or at any time hereafter the Executive can, will or may have, by reason of or arising out of this Agreement,
    the Executive’s employment, or the termination of this Agreement and the Executive’s employment, prior to receiving any
    payments in excess of the ESA Minimums. The Executive agrees to execute a full and final release in favour of the Company, in a form
    to be provided by the Company, prior to receiving the compensation set out in Subsection 6.2 of in excess of the ESA Minimums.


 


8.
GENERAL


 


8.1
Entire Agreement


 


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


 




    	 



    	- 16 -



    

 


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.


 


8.3
Continuing Obligations


 


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


 


8.4
Waiver


 


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


 


8.5
Modification of Agreement


 


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


 


8.6
Assignment of Rights


 


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


 


8.7
Attorney’s Fees


 


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


 


8.8
Governing Law


 


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


 




    	 



    	- 17 -



    

 


6.2
Headings


 


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


 


6.3
Confidentiality of Agreement 


 


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


 


8.11
Continuing Cooperation


 


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


 


8.12
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.


 


8.13
Counterparts


 


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


 




    	 



    	- 18 -



    

 


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


 


Western
Magnesium Canada Corporation


 


	/s/
    Ed Lee	 
	Ed
    Lee, Executive Chairman 	 
	Per:
    Authorized Signatory	 


 


	SIGNED
    by Lisa Maxwell in the presence of:

    
	 	)	 	 
	Signature	 	)	 	 
		 	)	 	/s/
    Lisa Maxwell
	/s/ Sam Ataya	 	)	 	Lisa
    Maxwell
	Print
    Name: Sam Ataya	 	)	 	 
	 	 	)	 	 
	 	 	)	 	 


 




    	 



    	 



    

 


Schedule
A


 


Senior
Vice-President, Corporate Development


 


Overview



 


The
primary responsibility of the Senior Vice-President, Corporate Development of the Company is to The support the company’s strategic
planning processes and building relationships with key stakeholders.


 


General
Responsibilities


 


The
Senior Vice-President of Corporate Development is management personnel reporting directly to the CEO. The main scope of the person in
this role is supporting the company’s strategic planning processes and building relationships with key stakeholders.


 


Holding
this position, you will be in charge of finding new business opportunities while analyzing the efficiency of ongoing business operations.
You will be in charge of identifying relevant industry trends and overseeing acquisitions and investments throughout the company. has
the following general and specific responsibilities:


 


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