Exhibit
10.13


 


EMPLOYEE
AGREEMENT


 


THIS
AGREEMENT dated for reference the 15th day of March 2021


 


BETWEEN:


 


Andrea
Chan, a person with an address at


 


1102
– 821 Cambie Street, Vancouver, BC V6B 0E3


 


Phone:
(604) 710-3170 | Email: AndreaChan1221@gmail.com


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
Employee 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
Employee will commence employment with the Company on March 15th, 2021 ;


 


C.       The
Company wishes to continue to employ the employee as Chief Controller 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 Employee, and the Employee agrees to serve the Company as Chief Controller, and in such other additional
position with the Company or its subsidiaries as the Company may reasonably assign to the Employee. The Company may make changes without
notice to the position of the Employee in accordance with its business needs, and such changes will not constitute a breach of the terms
of employment.


 




    	 



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1.2       Responsibilities
and Duties


 


		(a)	The
                                            Employee 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 Employee agrees to perform such other duties and responsibilities
                                            that are normally performed by a Chief Controller 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 Employee in
                                            accordance with its business needs, and such changes will not constitute a breach of the
                                            terms of employment.



 


		(b)	The
                                            Employee 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
                                            Employee 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 Employee’s employment with the Company under this Agreement will commence
                                            on March 15th, 2021 and will end when terminated in accordance with this Agreement
                                            (the “Term”).



 


		(b)	Probationary
                                            Period



 


The
parties agree that the initial three (3) month period of this agreement is “probationary” in the following respects:


 


		●	the
                                            Employer shall have an opportunity to assess the performance, attitude, skills and other
                                            employment-related attributes and characteristics of the Employee;



		●	the
                                            Employee shall have an opportunity to learn about both the Employer and the position of employment;



 


Either
party may terminate the employment relationship at any time during the initial three-month period without advance notice or justifiable
reason, in which case there will be no continuing obligations of the parties to each other, financial or otherwise. If the employee has
not been available to work the full probationary period the length of the probation may be extended at the discretion of the Company.


 


		(c)	The
                                            Employee 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 Employee 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 Employee’s
                                            obligations herein.



 


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



 


1.4       Reporting


 


The
Employee shall report to the Senior Vice-President, Corporate Development.


 




    	 



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1.5       Standards
of Conduct


 


At
all times during his employment with the Company, the Employee 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 Employee’s
employment.


 


1.6       No
Contravention or Conflict


 


The
Employee represents and warrants to the Company that this Agreement and carrying out the Employee’s duties and responsibilities
in connection with the Employee’s employment with the Company under this Agreement, will not contravene or conflict with any obligations
the Employee may have to any past employer or other person, firm or corporation for or with whom the Employee has previously provided
any services or been engaged (“Prior
Entities”). The Employee 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 Employee to obtain the
confidential information or business opportunities of any Prior Entities and the Employee is hereby requested and directed by the Company
to disclose to the Company and to comply with any obligations that the Employee 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 Employee an annual base salary of CDN $100,000 (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
                                            Employee acknowledges and agrees the compensation set out in this Agreement is compensation
                                            for all hours worked by the Employee, and that, due to the managerial nature of the Employee’s
                                            duties and Business of the Company, the Employee 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 Employee 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 Employee’s performance targets (the “Bonus”). The amount
                                            of the Bonus, if any, and specific targets for the Bonus will be determined annually by the
                                            Company in its sole and absolute discretion. The Bonus, if payable, shall be paid within
                                            75 days after the end of the fiscal year to which the Bonus relates.



 


		(b)	The
                                            Employee acknowledges and agrees that receipt of the Bonus in one year does not entitle the
                                            Employee to a receipt of the Bonus in any subsequent year. The Employee acknowledges and
                                            agrees that payment of the Bonus is contingent on the Employee 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 Employee’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 Employee resigns, or is dismissed, with or without cause, at any time prior to the
                                            Bonus being paid, the Employee will not be eligible to receive the Bonus, or a pro-rated
                                            share of the Bonus, except to the minimum extent, if any, required under applicable employment
                                            standards legislation.



 




    	 



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2.3       Stock
Options


 


		(a)	During
                                            the Term, at the Company’s sole discretion, the Company will make reasonable efforts
                                            to make future grants of stock options to the Employee 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 Employee’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, and when a benefits package becomes available, the Employee will be able to participate
                                            in the benefit plans that the Company will make available to its 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 Employee 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 Employee or
                                            thereafter.



 


2.5       Business
Expenses


 


		(a)	During
                                            the Term:



 


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



 




    	 



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		(ii)	The
                                            Employee 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       Vacation


 


		(a)	During
                                            the Term, the Company will provide the Employee with four (4) weeks’ paid vacation
                                            per calendar year in accordance with the written vacation policy of the Company from time
                                            to time applicable to the Company’s senior management, pro-rated for partial years
                                            of employment. The weeks selected by the Employee 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 Employee will be paid only the minimum
                                            entitlement to vacation pay under the British Columbia Employment Standards Act that
                                            remains accrued and unused at the date of termination. For greater clarity, any accrued and
                                            unused vacation entitlement over and above the minimums provided for under the British Columbia
                                            Employment Standards Act will be forfeited upon termination, except to the minimum
                                            extent (if any) required by applicable employment standards legislation.



 


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



 


3.       Deductions


 


The
Employee 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.       Employee’S
OBLIGATIONS


 


4.1       Confidentiality


 


		(a)	The
                                            Employee acknowledges that, by reason of this Agreement, the Employee 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 Employee, 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 Employee as a result of this Agreement that the Employee,
                                            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 Employee during the Term of this Agreement that
                                            the Employee 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 Employee 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 Employee 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
                                            Employee 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 Employee agrees to maintain securely and hold in strict confidence all
                                            Confidential Information received, acquired or developed by the Employee or disclosed to
                                            the Employee as a result of or in connection with this Agreement. The Employee agrees that,
                                            both during and after the termination of this Agreement, the Employee 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
                                            Employee 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 Employee 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 Employee (whether alone or with others in or outside
                                            the Company) as a result of the Employee’s involvement with the Company; or, (2) result
                                            from the Employee’s fulfillment of the Employee’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
                                            Employee will disclose all Works promptly and fully to the Company. The Employee 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 Employee 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
                                            Employee 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 Employee 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 Employee has any Intellectual Property Rights that cannot be assigned
                                            to the Company, the Employee 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 Employee has any Intellectual
                                            Property Rights that cannot be so assigned or licensed, the Employee 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 Employee 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
                                            Employee 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 Employee 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 Employee’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 Employee’s behalf.



 




    	 



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		4.3	Non-Solicitation



 


During
the Employee’s employment and for a period of one (1) year from the end of the Employee’s employment (howsoever occasioned),
the Employee 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 Employee had direct involvement):


 


		(a)	any
                                            person who at the date of the termination of the Employee’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 Employee’s employment, or during a period of ninety (90) days immediately
                                            preceding the termination of the Employee’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 Employee provided
products or services, with whom the Employee had direct and material contract, or about whom the Employee received Confidential Information,
during the course of the Employee’s employment with the Company.


 


4.4       Non-Competition


 


During
the Employee’s employment and for a period of one (1) year from the end of the Employee’s employment (howsoever occasioned),
the Employee 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.


 


4.5       Ownership
and Return of Confidential Information.


 


All
Confidential Information disclosed to or obtained by the Employee 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 Employee at the time the Employee 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 Employee. The Employee agrees
to permanently delete and destroy any copies of Confidential Information from any of the Employee’s personal electronic devices
immediately upon the termination of the employment of the Employee for any reason.


 




    	 



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4.6       Nondisparagement


 


During
the Term, and thereafter, the Employee 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 Employee and the Company may confer in confidence
with his or its respective advisors and make truthful statements as required by law.


 


4.7       Reasonableness


 


		(a)	The
                                            Employee 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
                                            Employee has had the opportunity to review the provisions of this Agreement with the Employee’s
                                            legal counsel, if any. In particular, the Employee 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
                                            Employee 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 Employee from using his skills or service in the field.



 


		(c)	The
                                            Employee and the Company agree that the restrictions contained in Subsections 4.3 and 4.4
                                            are reasonable in time and scope given that Employee 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 Employee from exercising protected rights that cannot be
                                            waived by agreement.



 


5.       enforcement


 


		(a)	The
                                            Employee 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 Employee 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
                                            Employee acknowledges and agrees that in the event of any breach or threatened breach of
                                            Section 4 of this Agreement by the Employee, 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 Employee complies
                                            with and performs the Employee’s obligations under this Agreement, and including
                                            an award of special costs of any such court application against the Employee, and the Employee
                                            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. Employee 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 Employee agrees that such bond shall be in a nominal amount.



 




    	 



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6.       TERMINATION


 


6.1       Termination
by the Employee


 


After
the initial three month probationary period has been successfully completed, the Employee may terminate this Agreement and his employment
with the Company at any time by giving the Company at least four (4) 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 Employee agrees that such
waiver shall not constitute termination of the Employee’s employment by the Company.


 


6.2       Termination
Without Cause by the Company


 


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



 


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



 


(collectively,
the “Termination Payment”).


 


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



 


		(c)	Where
                                            this Agreement and the Employee’s employment is terminated in accordance with this
                                            Subsection 6.2, the Employee 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 Employee has ever had, now has,
                                            or at any time hereafter the Employee can, will or may have, by reason of or arising out
                                            of this Agreement, the Employee’s employment, or the termination of this Agreement
                                            and the Employee’s employment, prior to receiving any payments in excess of the ESA
                                            Minimums. The Employee 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;



 









    	 



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		(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)	willful
                                            disobedience or insubordination with respect to a lawful directive of Employee’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 Employee’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 Employee’s employment for Just Cause. The Employee agrees
                                            that if the Company provides the Employee 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 Employee’s employment or this Agreement.
                                            Further, the Employee agrees that if the Company unsuccessfully alleges Just Cause pursuant
                                            to this Subsection 6.3, or if the Employee is found to have been constructively dismissed,
                                            the Employee’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
                                            termination for any reason, Employee 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.



 


		(b)	Upon
                                            termination of the Employee’s employment for any reason, the Employee shall immediately
                                            resign from all offices which he holds with the Company, its affiliates, and its subsidiaries.
                                            The Employee 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.



 


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;



 




    	 



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		(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 Employee if the
                                            Employee is the acquirer or part of the acquiring group that consummates the Change of Control.



 


		(b)	For
                                            the purposes of this Section 7, “Good Reason” means the occurrence after
                                            a Change of Control event, without the Employee’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 Employee 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
                                            Employee 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 Employee 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
                                            Employee must resign within thirty (30) days after the end of such cure period.



 


		(b)	In
                                            the event the Company (or any successor) terminates the Employee’s employment without
                                            cause within 3 months of a Change of Control, or in the event the Employee terminates his
                                            employment for Good Reason within 3 months of a Change of Control, the Employee will receive
                                            from the Company the Termination Payment in accordance with Subsection 6.2.



 




    	 



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		(c)	Where
                                            this Agreement and the Employee’s employment is terminated in accordance with this
                                            Section 7, the Employee 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 Employee has ever had, now has,
                                            or at any time hereafter the Employee can, will or may have, by reason of or arising out
                                            of this Agreement, the Employee’s employment, or the termination of this Agreement
                                            and the Employee’s employment, prior to receiving any payments in excess of the ESA
                                            Minimums. The Employee agrees to execute a full and final release in favour of the Company,
                                            in a form to be provided by the Company, prior to receiving the compensation set out in Subsection
                                            6.2 of in excess of the ESA Minimums.



 


8.       GENERAL


 


8.1       Entire
Agreement


 


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


 


8.2       Severability


 


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


 


8.3       Waiver


 


The
waiver by the Employee 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 Employee.


 


8.4       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.


 


8.5       Assignment
of Rights


 


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


 


8.6       Attorney’s
Fees


 


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


 


8.7       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.


 




    	 



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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
Employee 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
Employee 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.


 


8.12Legal
Advice


 


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


 


8.13Counterparts


 


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


 


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


 


Western
Magnesium Canada Corporation.


 





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


 


	SIGNED
                                            by Andrea Chan in the presence of:

     

     
	)

    )

    )

    )
	 

     

     

     

	Signature	)	 
	 	 	 
	Print
    Name:	)	
	 	)	Andrea
    Chan



 






    	 



    	 



    




 


Schedule
A


 


Overview


 


The
primary responsibility of the Chief Controller of the Company is to provide both operational and programmatic support to the organization.
The Chief Controller supervises the finance unit and reports directly to the Chief Financial Officer (CFO) and directly assists the CFO
on all strategic and tactical matters as they relate to budget management, cost benefit analysis, forecasting needs and the securing
of new funding necessary to meet the goals and objectives of the Company.


 


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


 


The
Executive’s specific responsibilities as Chief Controller for the Company shall include, but not be limited to, any such duties
as normally performed by the Chief Controller of a TSX Venture listed company, which from time to time may be reasonably necessary, such
as the following:


 


		1)	Strategic
                                            Leadership



		●	Assist
                                            in performing all tasks necessary to achieve the organization’s mission and help execute
                                            staff succession and growth plans.



		●	Work
                                            with the CFO on the strategic vision including fostering and cultivating stakeholder relationships
                                            on city, state, and national levels, as well as assisting in the development and negotiation
                                            of contracts.



		●	Attend
                                            Board and Subcommittee meetings.



 


		2)	Financial
                                            Leadership



		●	Train
                                            the Finance and other staff raising awareness and knowledge of financial management matters.



		●	Participate
                                            in developing new business, specifically: assist the CFO in identifying new funding opportunities,
                                            the drafting of prospective programmatic budgets, and determining cost effectiveness of prospective
                                            service delivery.



		●	Assess
                                            the benefits of all prospective contracts and advise the Executive Team on programmatic design
                                            and implementation matters.



 


		3)	Risk
                                            Management



		●	Develop
                                            and maintain systems of internal controls to safeguard financial assets of the organization.



 


		4)	Administrative
                                            Leadership



		●	Oversee
                                            all purchasing and payroll activity for staff and participants. Ensure adequate cash flow
                                            to meet the organization’s needs.



		●	Serve
                                            as one of the trustees and oversee administration and financial reporting of the organization’s
                                            Savings and Retirement Plan. Investigate cost-effective benefit plans and other fringe benefits
                                            which the organization may offer employees and potential employees with the goal of attracting
                                            and retaining qualified individuals.



		●	Oversee
                                            the production of monthly reports including reconciliations with funders and pension plan
                                            requirements, as well as financial statements and cash flow projections for use by Executive
                                            Management and Board of Directors.



		●	Assist
                                            in the design, implementation, and timely calculations of wage incentives, commissions, and
                                            salaries for the staff.



		●	Oversee
                                            Accounts Payable and Accounts Receivable and ensure a disaster recovery plan is in place.



		●	Oversee
                                            business insurance plans and health care coverage analysis.



		●	Oversee
                                            the maintenance of the inventory of all fixed assets assuring all are in accordance with
                                            applicable regulations.



 


		5)	Compliance
                                            Leadership



		●	Ensure
                                            adequate controls are installed and that substantiating documentation is approved and available
                                            such that all purchases may pass independent and governmental audits.



		●	Oversee
                                            the management and coordination of all fiscal reporting activities for the organization



		●	Monitor
                                            banking activities of the organization.



 


Emergency
and immediate succession for the Chief Controller will be addressed directly by the CFO until such time as a permanent remedy is implemented,
unless a suitable alternate succession plan is in place and endorsed by the CEO, Executive Chairman and Board prior to the event.


 


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