White Mountain Titanium Corp.: Exhibit 10.4 - Filed by newsfilecorp.com






INVESTOR RELATIONS SERVICES AGREEMENT 

This Investor Relations Services Agreement (the
“Agreement”), dated this 1st day of January 2016, (the “Effective
Date”) is by and between Crosby Enterprises, Inc., a Washington corporation
(hereinafter referred to as the “Service Provider”), and White Mountain
Titanium Corporation, a Nevada corporation (hereinafter referred to as the
“Company”). 

Recitals: 

A.     On or about August 1, 2005, the
Company entered into a five-month Business Consultant Agreement with the Service
Provider to provide investor relations services to the Company, which agreement
was extended for an additional five-month period effective January 1, 2006, was
continued on a month-to-month basis thereafter, and was amended effective
December 21, 2007 (the “Original Agreement”). 

B.     The Company desires to engage the
Service Provider on a non-exclusive basis to provide certain investor relations
services for the Company as set forth in this Agreement. 

C.     The Service Provider is in the
business of providing such investor relations services and has agreed to provide
the services on the terms and conditions set forth in this Agreement. 

D.     The Service Provider is owned and
controlled by Howard Crosby, a director of the Company. 

NOW, THEREFORE, in consideration of the faithful performance of
the obligations set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Service Provider
and the Company hereby agree as follows. 

1.     Termination of
Original Agreement; Engagement. The parties hereby terminate the
Original Agreement effective December 31, 2015. Pursuant to the terms of this
Agreement, the Company hereby engages the Service Provider, and the Service
Provider hereby accepts the engagement, to provide certain investor relations
services for the Company subject to and in compliance with the terms and
conditions of this Agreement. 

2.     Term of Service
and Renewal. The term of this Agreement shall month-to-month commencing
on the Effective Date and may be terminated by either party upon 30 days’ prior
written notice, unless it is terminated earlier as provided herein. 

3.     Services to Be
Provided. During the term of this Agreement the Service Provider shall
provide the following services to the Company: 

a.     Investor Relations Services.
During the term of this Agreement, Service Provider will provide those services
customarily provided by an investor relations firm to a public company,
including, but not limited to, the following (the “Services”): 

(i)     Aid the Company in developing a
marketing plan directed at informing the investing public as to the business of
the Company; 

(ii)    Develop corporate identity materials and
investor communications materials; 




(iii)    Advise the Company and provide
assistance in dealing with institutional and other investors as it pertains to
the Company’s offerings of its securities; 

(iv)    Aid and assist the Company in the
Company’s efforts to secure “market makers” which will trade the Company’s stock
to the public by providing such information as may be required; 

(v)     Respond to investor, potential
investor, and broker inquiries; 

(vi)    Assist in the preparation and
dissemination of press releases and stockholder communications; 

(vii)   Aid and advise the Company in establishing a
means of securing nationwide interest in the Company’s securities; 

(viii)  Aid and consult with the Company in the
preparation and dissemination of all “due diligence” packages requested by and
furnished to FINRA registered broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such information from the Company;


(ix)    Develop corporate identity materials and
investor communications materials; 

(x)     Review and advise on the capital
structure for the Company; 

(xi)    Assist in the development of an
acquisition profile and structure, recommend financing alternatives and sources,
and consult on corporate finance and/or investment banking issues 

(xii)   Consult with the Company’s management
concerning marketing surveys, expansion of the Company’s investor base, investor
support, strategic business planning, broker relations, conducting due diligence
meetings; 

(xiii)   Notify the Company of any articles or
releases in the press regarding the Company and its affiliates or its business
and/or issues generally related to the Company; 

(xiv)   Assist in the production of a corporate
profile and fact sheets; 

(xv) Assist in the creation of financial analyst and
  newsletter campaigns; 

(xvi)   Conduct or attend conferences, seminars and
national tour, including, but not by way of limitation, due diligence meetings,
investor conferences and institutional conferences; 

(xvii)   Assist and advise in the creation of printed
media advertising design, newsletter production, broker solicitation campaigns,
electronic public relations campaigns, direct mail campaigns, and placement in
investment publications; and 

(xviii)  Provide such additional services to which
the parties may agree in writing. 

b.     Territory. The Services will
focus on investor relations for the Company in North and South America and
Europe, and the Service Provider will coordinate with the Company’s other
investor relations firms providing similar services in other geographic regions.


c.     Educational Materials and Press
Releases. The Service Provider agrees that any and all educational material
and any releases regarding the Company or any affiliate (collectively
“Releases”) are subject to the prior review and approval of the Company
in its sole discretion. The Service Provider shall submit a final draft of any
Release to the attention of the Company’s Chief Executive Officer as well as a
copy of such final draft to counsel for the Company as soon as practicable prior
to the anticipated date of distribution of such Release. The Company will use
reasonable efforts to notify the Service Provider of its acceptance or rejection
of each Release, provided, however that if the Company does not contact the
Service Provider prior to the proposed date of distribution of the Release, such
Release will be deemed rejected and may not be used, published or disseminated
by the Service Provider in any way. 

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d.     Media Contact. The Service
Provider will not, without the prior consent of the Company, contact on behalf
of the Company or any affiliate, or provide any information regarding the
Company or any affiliate to any individuals connected in any manner, directly or
indirectly, to the financial media or the national press, or on any social media
source. The Service Provider will report to the Chief Executive Officer of the
Company any and all requests for information regarding the Company or any
affiliate from the media and will not provide any responses to such requests
other than offering no comment, except as otherwise directed by the Company.


e.     Manner of Services Provided.
The Service Provider agrees that the Services will be rendered in a “workmanlike
manner,” consistent with the manner of performance by other consultants
providing the same or similar services as being rendered hereunder. Service
Provider will ensure that only the most recent and accurate information as
provided by the Company and/or its affiliates or made available to the Service
Provider is used in performing the Services. 

f.     Conflicts of Interest.
Service Provider will inform the Company of any possible conflicts of interest
or business, personal or family relationships with any third party providers or
with any investors introduced to the Company. 

4.     Devotion of
Time. During the Consulting Period, the Service Provider shall expend
adequate working time to perform the services set forth herein; shall devote its
best efforts, energy and skill to the services of the Company and the promotion
of its interests; and shall not take part in activities detrimental to the best
interests of the Company. Nothing in this Agreement shall preclude the Service
Provider during the term of this Agreement from engaging, directly or
indirectly, in any business activity which is not competitive with the then
existing business of the Company. 

5.     Disclosure of
Material Events. The Company shall promptly disclose to the Service
Provider those events or discoveries which are known and/or reasonably
anticipated that, in the judgment of the Company may have a material impact on
the stock price, business operations, future business, or public perception of
the Company and which may have a material impact on the ability and
effectiveness of the Service Provider in providing the Services hereunder. It
shall be understood that excluded from this disclosure shall be information
deemed to be non-public or “inside” information. 

6.     Service Provider
Not a Broker-Dealer/ Prohibition from Participation in the Sale of
Securities. The Company acknowledges that the Service Provider is
not licensed as a broker-dealer under applicable federal and state securities
laws. Consequently, none of the Services hereunder are intended to be those of a
broker-dealer. Pursuant to Rule 3a4-1 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Service Provider agrees not to perform,
and the Company expressly prohibits the Service Provider from performing the
following services: (a) making any sales of Company securities; (b) discussing
the price of any Company securities; (c) delivering any offering materials for
Company securities; (d) discussing the terms, rights or characteristics of any
Company securities; and (e) discussing any investment in the business or
securities of Company, except to direct any inquiries regarding the foregoing to
authorized representatives of Company. Service Provider hereby represents and
warrants to the Company that Service Provider is not an associated person of a
broker or dealer as defined in Rule 3a4-1 of the Exchange Act. At no time shall
the Service Provider provide services which would require the Service Provider
to be registered or licensed with any federal or state regulatory body or
self-regulating agency. 

7.    
Compensation. In consideration for services provided by the
Service Provider to the Company, the Company shall provide the following
compensation to Service Provider: 

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a.     Cash Fee. In consideration of
the Services to be rendered hereunder, the Company agrees to pay the Service
Provider a fee of $5,000 per month during the term of this Agreement. The fee
shall be paid to Service Provider on or before the tenth (10th)
business day following the month during which the Services were provided. Fees
earned during any partial month shall be adjusted by the number of days during
such month. 

b.     Reimbursable Expenses. The
Company agrees to reimburse the Service Provider for all direct expenses
authorized by the Company in writing incurred during the term of this Agreement.
The Service Provider shall submit invoices for such expenses and shall provide
such supporting information and documentation as the Company may reasonably
request in accordance with Company policy and the requirements of the Internal
Revenue Code. The Company shall pay such invoices within ten (10) business days
of receipt. 

c.     Prohibition of Compensation for
Securities Transactions. The Company shall not be obligated to pay the
Service Provider any compensation in the form of commissions or other
remuneration based either directly or indirectly on transactions in securities
of the Company. 

8.     Termination for
Cause. The Company shall be entitled, with or without prior notice, to
terminate this Agreement for cause, in which case no consulting fees or other
compensation (other than such fees that have already been earned by Service
Provider) shall be payable to Service Provider after such termination.
“Cause” means Service Provider’s (i) gross negligence in the performance
or non-performance of any material duties to the Company; (ii) commission of any
material criminal act or fraud or of any act that affects adversely the
reputation of the Company; (iii) habitual neglect of its duties that it is
required to perform under this Agreement; (iv) dishonesty; or (v) gross
misconduct. Such termination shall not prejudice any other remedy under law or
equity of the Company and the failure of the Company to terminate Service
Provider when cause exists shall not constitute the waiver of the Company’s
right to terminate this Agreement at a later time. Termination under this
Section shall be considered “for cause” for purposes of this Agreement. 

9.     Confidential
Information. Service Provider recognizes and acknowledges that certain
information, including, but not limited to, information pertaining to the
financial condition of the Company, its systems, methods of doing business,
agreements with customers or suppliers, or other aspects of the business of the
Company or which are sufficiently secret to derive economic value from not being
disclosed (hereinafter “Confidential Information”) may be made available
or otherwise come into the possession of the Service Provider by reason of this
engagement with the Company. Accordingly, the Service Provider agrees that no
agent, employee, or representative will (either during or after the term of this
Agreement) disclose any Confidential Information to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever
or make use to its or their personal advantage or to the advantage of any third
party, of any Confidential Information, without the prior written consent of the
Company. The parties hereto agree that the provisions of this Section shall not
apply with respect to any information that the Service Provider can document (i)
is or becomes (through no improper action or inaction by the Service Provider or
any affiliate, agent, consultant or employee) generally available to the public,
or (ii) was in its possession or known by it without any limitation on use or
disclosure prior to the Effective Date. Service Provider shall, upon termination
of this engagement, return to the Company, and shall cause his agents,
employees, and representatives to return to the Company, all documents which
reflect Confidential Information (including copies thereof). Notwithstanding
anything heretofore stated in this paragraph, the Service Provider’s obligations
under this Agreement shall not, after termination of Service Provider’s
engagement with the Company, apply to information which has become generally
available to the public without any action or omission of the Service Provider
(except that any Confidential Information which is disclosed to any third party
by an employee or representative of the Company who is authorized to make such disclosure shall be
deemed to remain confidential and protectable under this provision).

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10.     Trading
Practices. So long as the Service Provider is in possession of any
material non-public information of the Company, the Service Provider shall not,
directly or indirectly engage in the purchase or sale the common stock of the
Company. During the term of this Agreement, and for a period of one year after
the termination of this Agreement, the Service Provider shall not, directly or
indirectly, engage in any short selling activities of the common stock of the
Company. 

11.     Independent
  Contractor. Service Provider agrees that in performing this Agreement,
  it is acting as an independent contractor and not as an employee,
  representative, or agent of the Company and shall provide all facilities and
  equipment necessary to fulfill its obligations hereunder. As an independent
  contractor, the Service Provider shall make no representation as an agent or
  employee of the Company, shall have no authority to bind the Company or incur
  other obligations on behalf of the Company, and shall not be eligible for any
  benefits which the Company may provide to its employees. Likewise, the Company
  shall have no authority to bind or incur obligations on behalf of the Service
  Provider. All persons hired or retained by Service Provider to perform this
  Agreement, including, but not limited to, its employees, representatives, and
  agents, shall be employees or contractors of the Service Provider and shall not
  be construed as employees or agents of the Company in any respect. The Service
  Provider shall be responsible for all taxes, insurance and other costs and
  payments legally required to be withheld or provided in connection with Service
  Provider’s performance of this Agreement, including without limitation, all
  withholding taxes, worker’s compensation insurance, and similar costs. The
  Service Provider shall abide by all laws, rules, and regulations pertaining to
the Services to be provided hereunder. 

12.     Statutory
Disqualification. Neither the Service Provider nor any of its officers,
directors, controlling persons, employees, representatives, agents, affiliates,
or any other person providing Services to the Company for or on behalf of the
Service Provider hereunder is or shall be during the term of this Agreement
subject to statutory disqualification as defined in Section 3(a)(39) of the
Exchange Act. 

13.     Miscellaneous
Provisions. 

a.     Notice. Any notice, demand,
request, waiver or other communication required or permitted to be given
hereunder shall be in writing (including electronic format) and shall be
effective (i) upon delivery in person (including by reputable express courier
service) at the address set forth below; (ii) upon delivery by facsimile (as
verified by a printout showing satisfactory transmission) at the facsimile
number designated below (if sent on a business day during normal business hours
where such notice is to be received and if not, on the first business day
following such delivery where such notice is to be received); (iii) by
electronic mail (as verified by a printout showing satisfactory transmission) at
the electronic mail address set forth below (if sent on a business day during
normal business hours where such notice is to be received and if not, on the
first business day following such delivery where such notice is to be received);
or (iv) upon three business days after mailing with the United States Postal
Service if mailed from and to a location within the continental United States by
registered or certified mail, return receipt requested, addressed to the address
set forth below. Any party hereto may from time to time change its physical or
electronic address or facsimile number for notices by giving notice of such
changed address or number to the other party hereto in accordance herewith. 

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If to the Company to: 

White Mountain Titanium Corporation

225 South Lake Avenue 
Suite 300, 3rd Floor 
Pasadena, CA 91101

Attn: Eric Gan, CFO 
Email: egan@wmtcorp.com 

FAX: ___________________

With a copy (which shall not
constitute notice) to: 

Ronald N. Vance 
The Law Office of
Ronald N. Vance & Associates, P.C. 
1656 Reunion Avenue 
Suite 250

Salt Lake City, UT 84095 
FAX: (801) 446-8803 

If to the Service Provider, to: 

189 Ransom Road 
Walla Walla , WA
99362 
FAX: (509) 526-3492 

b.     Attorneys’ Fees. If any
legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties will be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or he may be entitled.


c.     Additional Remedies. Service
Provider acknowledges and agrees that, in the event it shall violate any of the
restrictions of this Agreement, the Company will be without adequate remedy at
law and will therefor be entitled to enforce such restrictions by temporary or
permanent injunctive or mandatory relief obtained in an action or may have at
law or in equity, and the Service Provider hereby consents to the jurisdiction
of such court for such purpose, provided that reasonable notice of any
proceeding is given, it being understood that such injunction shall be in
addition to any remedy which the Company may have at law or otherwise. 

d.     Entire Agreement; Modification;
Waiver. This Agreement constitutes the entire agreement between or among the
parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and understandings of the
parties. No supplement, modification, or amendment of this Agreement will be
binding unless executed in writing by all the parties or the applicable parties
to be bound by such amendment. No waiver of any of the provisions of this
Agreement will constitute a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver. No waiver will be
binding unless executed in writing by the party making the waiver. 

e.     Survival of Covenants, Etc.
All covenants, representations and warranties made herein shall survive the
making of this Agreement and shall continue in full force and effect for a
period of two years from the termination date of this Agreement, at the end of
which period no claim may be made with respect to any such covenant, representation, or
warranty unless such claim shall have been asserted in writing to the
indemnifying party during such period. 

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f.     Assignment. This Agreement,
as it relates to the engagement of the Service Provider, is a personal contract
and the rights and interests of the Service Provider hereunder may not be sold,
transferred, assigned, pledged or hypothecated, without the prior written
consent of the Company, which consent may be withheld for any reason. 

g.     Binding on Successors. This
  Agreement will be binding on, and will inure to the benefit of, the parties to
it and their respective successors, and assigns. 

h.     Governing Law and Venue. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada, U.S.A., without reference to the choice of law principals
thereof. The parties hereto irrevocably submit to the jurisdiction of the courts
of the State of Nevada, U.S.A., located in Clark County and the United States
District Court of Nevada in any action arising out of or relating to this
Agreement, and hereby irrevocably agree that all claims in respect of such
action may be heard and determined in such state or federal court. The parties
hereto irrevocably waive, to the fullest extent they may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding. The parties further agree, to the extent permitted by law, that
final and unappealable judgment against any of them in any action or proceeding
contemplated above shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a
certified copy of which shall be conclusive evidence of the fact and amount of
such judgment. 

i.     Rights Are Cumulative. The
rights and remedies granted to the parties hereunder shall be in addition to and
cumulative of any other rights or remedies either may have under any document or
documents executed in connection herewith or available under applicable law. No
delay or failure on the part of a party in the exercise of any power or right
shall operate as a waiver thereof nor as an acquiescence in any default nor
shall any single or partial exercise of any power or right preclude any other or
further exercise thereof or the exercise of any other power or right. 

j.     Severability. If any
provision of this Agreement is held invalid or unenforceable by any court of
final jurisdiction, it is the intent of the parties that all other provisions of
this Agreement be construed to remain fully valid, enforceable, and binding on
the parties. 

k.     Drafting. This Agreement was
drafted with the joint participation of the parties and/or their legal counsel.
Any ambiguity contained in this Agreement shall not be construed against any
party as the draftsman, but this Agreement shall be construed in accordance with
its fair meaning. 

l.     Headings. The descriptive
headings of the various paragraphs or parts of this Agreement are for
convenience only and shall not affect the meaning or construction of any of the
provisions hereof. 

m.     Number and Gender. Wherever
from the context it appears appropriate, each term stated in either the singular
or the plural shall include the singular and the plural, and pronouns stated in
either the masculine, the feminine, or the neuter gender shall include the
masculine, feminine, and neuter. 

n.     Counterparts; Facsimile
Execution. This Agreement may be executed in any number of counterparts and
all such counterparts taken together shall be deemed to constitute one
instrument. Delivery of an executed counterpart of this Agreement by facsimile
or email shall be equally as effective as delivery of a manually executed counterpart of
this Agreement. Any party delivering an executed counterpart of this Agreement
by facsimile or email also shall deliver a manually executed counterpart of this
Agreement, but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, or binding effect of this Agreement. 

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o.     Full Knowledge. By their
signatures, the parties acknowledge that they have carefully read and fully
understand the terms and conditions of this Agreement, that each party has had
the benefit of counsel, or has been advised to obtain counsel, and that each
party has freely agreed to be bound by the terms and conditions of this
Agreement. 

SIGNATURE PAGE FOLLOWS 

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SIGNATURE PAGE 

IN WITNESS WHEREOF, each of the parties hereto, thereunto duly
authorized, has executed this Investor Relations Service Agreement the
respective day and year set forth below. 

	COMPANY: 	White Mountain Titanium
      Corporation 
	 	 
	 	 
	Date: December 18, 2015 	By 	/s/ Kin Wong 
	  		Kin Wong, Chief Executive Officer
    
	 	 
	 	 
	SERVICE PROVIDER: 	Crosby Enterprises, Inc.

	 	 
	 	 
	Date: December 14, 2015 	By 	/s/ Howard M. Crosby 
	  		Howard M. Crosby, President
  


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