White Mountain Titanium Corp.: Exhibit 10.5 - Filed by newsfilecorp.com






MANAGEMENT SERVICES
AGREEMENT 

This Management Services Agreement (the “Agreement”) is
entered into effective the 1st day of January 2016 (the “Effective
Date”), by and between White Mountain Titanium Corporation, a Nevada
corporation (“WMTC”), and Michael P. Kurtanjek, an individual (the
“Service Provider”). 

RECITALS: 

A.     WMTC, through its wholly owned
Chilean subsidiary, owns a rutile mineral property known as the Cerro Blanco
project located in Region III of Chile and is or proposes to carry on mining
operations on the project. 

B.     Prior to the Effective Date the
Service Provider furnished services to the Company as an executive officer
through a Management Services Agreement expiring on 31 December 2015. 

C.     The Service Provider has agreed to
provide certain transitional services during the term of this Agreement on a
part-time basis in connection with the Company’s mining operations in Chile.


NOW, THEREFORE, in consideration of the mutual terms and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows: 

1.     Services and
Duties. 

a.     Cerro Blanco Project Consulting
Services. As of the Effective Date, the Service Provider shall provide
adequate time to WMTC-related issues, including, but not limited to, overseeing
the transition and restructuring of the Company’s Chilean operations,
transitioning to and counseling of the new general manager, advising on selected
termination of the Chilean staff, assisting in relocation of the Company’s
Chilean office, and advising Company management on strategic decisions in regard
to the Company’s Cerro Blanco project (the “Services”). 

b.     Performance of Duties. All
Services provided by the Service Provider hereunder shall be performed in a
timely manner and in accordance with good and standard professional practice.


2.     Compensation and
Reimbursable Expenses.

a.     Monthly Fee. In consideration
of the services provided by Service Provider, commencing the Effective Date,
WMTC shall pay to the Service Provider US$10,000 per month (the “Base
Salary”), plus reimbursable out of pocket expense. Payments hereunder shall
commence on the Effective Date and shall be made on or before the last business
day of the calendar month in which such services are provided. The compensation
payable hereunder shall be in lieu of and not in addition to any cash
compensation payable to the Service Provider for service as a director of WMTC
or any subsidiary, or as a member of any committee of Board of Directors of WMTC
or any subsidiary. 

b.     Office Space and Support Services Expense. WMTC
  will provide the Service Provider with the use of office space at the Chilean
  offices of WMTC and its subsidiaries for the times the Service Provider performs
  the services set forth herein, or the Service Provider can choose to provide, at
  his own expense, the use of office space at any location where WMTC and its
  subsidiaries do not have offices. While working in Chile at the Company’s request, the
Company will be responsible for providing accommodation to the Service Provider,
or agrees to reimburse reasonable Hotel expenses. 




3.     Term.
This Agreement shall commence on the Effective Date and shall continue in force
until March 31, 2016, or unless terminated in accordance with Section 4 hereof.
The restrictive covenants in paragraph 5 hereof shall survive the termination of
this Agreement. 

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

5.     Confidential
Information. The Service Provider recognizes and acknowledges that
certain information, including, but not limited to, information pertaining to
the financial condition of WMTC, its systems, methods of doing business,
agreements with customers or suppliers, or other aspects of the business of WMTC
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 WMTC. Accordingly, the Service Provider agrees that neither he
nor his affiliates, agents, employees, or representatives will (either during or
after the term of this engagement with WMTC) disclose any Confidential
Information to any person, firm, corporation, association, or other entity for
any reason or purpose whatsoever or make use to their personal advantage or to
the advantage of any third party, of any Confidential Information, without the
prior written consent of WMTC. The Service Provider shall, upon termination of
this engagement, return to WMTC, and shall cause his affiliates, agents, and
representatives to return to WMTC, 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
WMTC, apply to information which has been furnished to the Service Provider as a
director of WMTC or any subsidiary or 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 WMTC who is authorized to make such disclosure
shall be deemed to remain confidential and protectable under this provision).


6.     Independent
Contractor. Service Provider agrees that in performing this Agreement,
the Service Provider is acting as an independent contractor and not as an
employee or agent of WMTC. As an independent contractor, the Service Provider
shall not be eligible for any benefits which WMTC may provide to its employees.
All persons, if any, hired by Service Provider to perform this Agreement shall
be employees of the Service Provider and shall not be construed as employees or
agents of WMTC 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. 

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7.     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. 

If to WMTC 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, Esq. 
The Law
Office of Ronald N. Vance & Associates, P.C. 
1656 Reunion Avenue

Suite 250 
Salt Lake City, UT 84095 
Email:
ron@vancelaw.us
FAX: (801) 446-8803 

If to the Service Provider, to: 

Michael P. Kurtanjek 
9 Church Lane

Copthorne 
West Sussex, RHIO 3PT UK 
Email: mpk@ukgateway.net

FAX:  ___________________

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 the party or parties may be entitled. 

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c.     Additional Remedies. The
Service Provider acknowledge and agree that, in the event either such party
shall violate any of the restrictions of Section 5 hereof, WMTC 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 WMTC 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. 

f.     Assignment. This Agreement,
as it relates to the engagement of 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 WMTC, 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 heirs, legal representatives, 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. 

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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. 

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. 

IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement the respective day and year set forth below. 

	  	White Mountain Titanium
      Corporation 
	  	  	  
	  	  	  
	Date: December 18, 2015 	By	 /s/ Kin Wong 
	  	  	Kin Wong, Chairman, Chief Executive Officer
  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	Date: December 16, 2015 	/s/ Michael P. Kurtanjek 
	  	Michael P. Kurtanjek, an
      individual 


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