Exhibit
10.8


 


FORM
OF INDEMNIFICATION AGREEMENT


 


THIS
AGREEMENT dated as of the ______ of _________, ____


 


BETWEEN:


 


__________________,
an individual having an address at


 


________________________________________________________-


 


(the
“Indemnitee”)


AND:


 


MEDALLION
RESOURCES LTD., a company incorporated under the laws of the Province of British Columbia having an address at Suite #410- 325 Howe
Street, Vancouver, BC V6C 1Z7


 


(the
“Company”)


 


BACKGROUND:


 


	A.	It
    is essential to the Company to attract and retain the services of highly qualified individuals as directors and officers of the Company.
	 	 
	B.	Both
    the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers
    of public companies.
	 	 
	C.	In
    recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s
    continued and effective service to the Company and in order to induce the Indemnitee to provide services to the Company as a director,
    officer or employee, the Company wishes to provide in this Agreement (as hereinafter defined) for the indemnification of and the
    advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in
    this Agreement, and, to the extent insurance is maintained which includes the Indemnitee as a covered party, for the coverage of
    the Indemnitee under the Company’s directors’ and officers’ liability insurance policy or policies (“D&O
    Policy”).


 




    	 



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NOW
THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree with each other as follows:




 


	1.	INTERPRETATION


 


	1.1	For
    purposes of this Agreement, words and terms defined in the recitals above will have the meanings ascribed thereto and the following
    words and terms will have the meanings ascribed thereto:


 


	 	(a)	“Agent”
    means any person who: (a) is or was a director or officer of the Company, (b) is or was serving as a director or officer of another
    company at a time when such company is or was an affiliate (as defined in the BCBCA) of the Company, or (c) at the request of the
    Company, is or was or serving as or holds or held a position equivalent to that of a director or officer or employee, as the case
    may be, of a partnership, joint venture, trust, body corporate or other entity or enterprise;
	 	 	 
	 	(b)	“Agreement”
    means this Indemnification Agreement, as it may be amended from time to time as set forth herein;
	 	 	 
	 	(c)	“Articles”
    means the articles and the notice of articles of the Company;
	 	 	 
	 	(d)	“BCBCA”
    means the Business Corporations Act (British Columbia), as in force and amended from time to time during the term of this
    Agreement;
	 	 	 
	 	(e)	“Board”
    means the board of directors of the Company;
	 	 	 
	 	(f)	“Business
    Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of British Columbia;
	 	 	 
	 	(g)	a
    “Change in Control” will be deemed to have occurred in any of the following circumstances:


 


	 	(i)	a
    sale of all or substantially all of the assets of the Company to another person or entity;
	 	 	 
	 	(ii)	any
    transaction (including, without limitation, an amalgamation, arrangement, reorganization, merger or other corporate transaction involving
    the Company) that results in any person or one or more persons acting jointly and in concert (within the meaning of the Securities
    Act (British Columbia)) owning more than fifty percent (50%) of the combined voting power of all classes of shares of the Company;
    or
	 	 	 
	 	(iii)	individuals
    who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
    least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date hereof (A) who
    was appointed pursuant to a resolution passed by the Incumbent Board, or (B) whose election, or nomination for election, by the Company’s
    shareholders was recommended by at least a majority of the directors then comprising the Incumbent Board, will be considered as though
    such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
    of office occurs as a result of an actual or threatened election contest or solicitation of proxies with respect to the election,
    appointment or removal of directors;


 


	 	(h)	“Entitlement
    Conditions” means the circumstances in which the Indemnitee will be entitled to indemnification against Penalties and payment
    or advancement of Expenses hereunder and the Company will be authorized to indemnify against Penalties or pay or advance Expenses
    hereunder as more particularly defined in section 5.2 hereunder;


 




    	 



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	 	(i)	“Entitlement
    Determination” means a determination as to entitlement and authorization as more particularly defined in section 5.2 hereunder;
	 	 	 
	 	(j)	“Expenses”
    means all expenses reasonably and actually incurred by or on behalf of the Indemnitee in connection with a Proceeding including legal
    fees and disbursements, retainers, accountant’s fees and disbursements, court costs, transcript costs, fees and expenses of
    experts, witness fees and expenses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
    service fees and all other disbursements, costs or expenses incurred in connection with prosecuting, defending, preparing to prosecute
    or defend, investigating, being or preparing to be a witness in, or participating in or preparing to participate in (including on
    appeal) a Proceeding, as well as expenses relating to establishing a right to indemnification under this Agreement, the BCBCA, the
    Articles or otherwise;
	 	 	 
	 	(k)	“Penalties”
    means all damages, judgments, penalties or fines awarded or imposed against the Indemnitee in, or amounts paid or required to be
    paid by the Indemnitee in settlement of, a Proceeding and includes all goods and services, excise and other taxes, assessments and
    other charges paid or payable in connection with or in respect of any such damages, judgments, penalties or fines;
	 	 	 
	 	(l)	“Proceeding”
    means any threatened, pending or completed action, suit, arbitration, investigation, inquiry, alternate dispute resolution mechanism,
    administrative or legislative hearing, or any other proceeding (including, without limitation, any securities laws action, suit,
    arbitration, alternative dispute resolution mechanism, hearing or proceeding) whether civil, criminal, administrative, arbitrative
    or investigative and whether or not based upon events occurring, or actions taken, before the date hereof, and any appeal in or related
    to any such action, suit, arbitration, investigation, hearing or proceeding and any inquiry or investigation, in which the Indemnitee,
    by reason of their serving as an Agent, is, or may be joined as, a party or a witness or otherwise is required to participate or
    may be liable for or in respect of any Penalties or Expenses; and
	 	 	 
	 	(m)	“Special
    Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither
    presently is, or in the past two years has been, retained to represent: (i) the Company or the Indemnitee in any matter material
    to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification, payment or advancement
    hereunder, as confirmed by proposed special legal counsel in writing addressed to the Company and the Indemnitee.


 


	2.	INDEMNIFICATION
    AGAINST PENALTIES


 


	2.1	The
    Company hereby agrees to indemnify and hold harmless the Indemnitee to the maximum extent permitted by the BCBCA and the Articles
    against all Penalties to which the Indemnitee is or may become liable in connection with any Proceeding. Notwithstanding the foregoing,
    the obligations of the Company under this section 2.1 will be subject to the prior condition that an Entitlement Determination has
    been made pursuant to section 5 that the Indemnitee is entitled to such indemnification and the Company is authorized to grant such
    indemnification.


 




    	 



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	3.	PAYMENT
    OF EXPENSES


 


	3.1	The
    Company will pay to the Indemnitee, to the maximum extent permitted by the BCBCA and the Articles, after the final disposition of
    a Proceeding, all Expenses reasonably and actually incurred by or on behalf of the Indemnitee in respect of such Proceeding (or,
    if applicable, reimburse the Indemnitee for any and all such Expenses previously paid by the Indemnitee) regardless of whether the
    Indemnitee is successful, in whole or in part, in the outcome of the Proceeding. Notwithstanding the foregoing, the obligations of
    the Company under this section 3.1 will be subject to the condition that an Entitlement Determination has been made pursuant to section
    5 that the Indemnitee is entitled to such payment, the Company is authorized to make such payment and the Expenses were reasonably
    and actually incurred by or on behalf of the Indemnitee, and the further condition that advancement of the Expense was not previously
    made under section 4.1.


 


	4.	ADVANCEMENT
    OF EXPENSES
	 	 
	4.1	The
    Company will pay, from time to time prior to the final disposition of a Proceeding, all Expenses actually and reasonably incurred
    by or on behalf of the Indemnitee in connection with a Proceeding. Notwithstanding the foregoing, the Company shall not advance any
    amounts in respect of Expenses to the Indemnitee under this section 4.1 unless and until an Entitlement Determination has been made
    in accordance with section 5 that the Indemnitee is entitled to such advance payment, the Company is authorized to make such advance
    payment and the Expenses were reasonably and actually incurred by or on behalf of the Indemnitee.
	 	 
	4.2	The
    Indemnitee shall not be required to post or otherwise provide security to secure the repayment of any amounts advanced for Expenses
    or be required to pay interest, a penalty, a bonus or other payment to the Company on any amounts advanced for Expenses by the Company
    hereunder, notwithstanding that the Indemnitee may not ultimately be entitled to be indemnified by the Company for Expenses.
	 	 
	5.	DETERMINATION
    OF ENTITLEMENT
	 	 
	5.1	To
    obtain indemnification against Penalties and/or payment or advancement of Expenses under sections 2, 3, or 4 of this Agreement, the
    Indemnitee must submit to the Company a written request providing details of all such Penalties and/or Expenses, as the case may
    be, together with all documents and other communications filed in or delivered in respect of, or otherwise evidencing details of,
    the Proceeding in respect of which indemnification and/or advancement or payment is being sought. In addition, where the Indemnitee
    is requesting advancement of Expenses under section 4, the written request must be preceded or accompanied by a written undertaking,
    in the form attached as Schedule “A” hereto, by or on behalf of the Indemnitee, to repay any amounts advanced if it should
    be ultimately determined by a court of competent jurisdiction that any Entitlement Conditions have not been satisfied or that the
    Indemnitee was not otherwise entitled to payment in respect of the Expenses advanced.
	 	 
	5.2	Indemnification
    against Penalties or advancement or payment of Expenses under this Agreement will not be made unless a determination has been made
    (an “Entitlement Determination”) that the following conditions are satisfied (the “Entitlement Conditions”):


 


	 	(a)	the
    indemnity or payment is not prohibited by the Articles, as they were at the date hereof and regardless of subsequent amendment, or
    by law;
	 	 	 
	 	(b)	where
    advancement or payment of Expenses is being sought, the Expenses claimed are reasonable and actually incurred by or on behalf of
    the Indemnitee;
	 	 	 
	 	(c)	in
    relation to the subject matter of the Proceeding, the Indemnitee acted honestly and in good faith with a view to the best interests
    of the Company; and
	 	 	 
	 	 	 
	 	(d)	in
    the case of a Proceeding other than a civil Proceeding, the Indemnitee had reasonable grounds for believing their conduct in respect
    of which the Proceeding was brought was lawful.


 




    	 



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	5.3	The
    Indemnitee will cooperate with the person(s) making an Entitlement Determination, including providing such person(s) upon reasonable
    request with any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably
    available to the Indemnitee and reasonably necessary to such determination. Any reasonable costs and expenses (including reasonable
    legal fees and disbursements) incurred by the Indemnitee in so cooperating in the making of an Entitlement Determination will be
    borne by the Company and the Company will indemnify and hold harmless the Indemnitee therefrom.
	 	 
	5.4	As
    soon as practicable, but in any case within ten (10) Business Days after receipt by the Company of a request for indemnification
    against Penalties or advancement or payment of Expenses that complies with section 5.1 hereof, the Entitlement Determination shall
    be made as follows:


 


	 	(a)	If
    a Change in Control has not occurred:


 


	 	(i)	by
    the Board by a majority vote of a quorum consisting of directors not, at the time, parties to the Proceeding or, if such quorum cannot
    be obtained, then by a majority vote of a committee of the Board consisting solely of two or more directors not, at the time, parties
    to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board (including directors who
    are parties to the Proceeding), or
	 	 	 
	 	(ii)	by
    Special Legal Counsel in a written opinion to the Board and the Indemnitee, with Special Legal Counsel selected by the Board or a
    committee of the Board by vote as set forth immediately above, or, if the requisite quorum of the full Board cannot be obtained and
    the committee cannot be established, by a majority of the full Board (including directors who are parties to the Proceeding); or


 


	 	(b)	If
    a Change in Control has occurred, by Special Legal Counsel in a written opinion to the Board and the Indemnitee, with Special Legal
    Counsel selected by the Indemnitee,


 


in
either case on written notice to the other party of the identity and address of Special Legal Counsel selected and provided that, in
either case, such ten (10) Business Day period may be extended for a reasonable time or times, not to exceed a total of an additional
ten (10) Business Days, if the person or persons making said determination in good faith requires additional time for obtaining or evaluating
documentation and/or information relating thereto and notice of the extension and an explanation for the extension is provided to the
other party prior to the expiration of the initial ten (10) Business Day period.


 


	5.5	If
    the person(s) making an Entitlement Determination under sections 5.4(a) or 5.4(b) has not made such determination within the period
    required, the requisite determination will be deemed to have been made and the Indemnitee will be entitled to such indemnification,
    advancement or payment unless otherwise determined by a court of competent jurisdiction.
	 	 
	5.6	The
    Company will pay any and all fees and expenses of Special Legal Counsel in connection with any Entitlement Determination regardless
    of the manner in which Special Legal Counsel was selected.


 




    	 



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	5.7	If
    the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Penalties
    to which the Indemnitee is liable or the reasonably and actually incurred Expenses by the Indemnitee in the investigation, defence,
    appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify
    and hold harmless the Indemnitee for that portion for which the Indemnitee is entitled to indemnification.
	 	 
	5.8	If
    it is determined or deemed in accordance with the foregoing that the Indemnitee is entitled to indemnification, advancement or payment,
    the same will be made within three (3) Business Days after such determination.
	 	 
	6.	PRESUMPTIONS
	 	 
	6.1	In
    making an Entitlement Determination under section 5, the person(s) making such determination will presume that the Indemnitee is
    entitled to the benefit sought under this Agreement and the Company will have the burden of proof to overcome such presumption on
    a balance of probabilities.
	 	 
	6.2	Without
    limiting the generality of section 6.1, where Proceedings are threatened or commenced based on a claim that the Indemnitee voted
    for or consented to, or is deemed to have voted for or consented to, a resolution authorizing or ratifying any act by or on behalf
    of the Company in contravention of any provision of the BCBCA, there shall be a presumption, that, in voting for, consenting to or
    ratifying the resolution approving the act by or on behalf of the Company, the Indemnitee did not fail to comply with the fiduciary
    obligations and statutory duties required of directors and officers, including under section 142(1) of the BCBCA, and the Company
    will have the burden of proof to overcome such presumption on a balance of probabilities.
	 	 
	7.	REMEDIES
	 	 
	7.1	In
    the event that:


 


	 	(a)	an
    Entitlement Determination is made that the Indemnitee is not entitled to indemnification or payment under this Agreement in respect
    of any Proceeding or any particular Expense; or
	 	 	 
	 	(b)	indemnification
    against Penalties or payment or advancement of Expenses due to the Indemnitee under this Agreement is not timely made,


 


the
Indemnitee will be entitled to seek adjudication in an appropriate court of competent jurisdiction of such Indemnitee’s entitlement
to such right or an order to recover damages for breach of this Agreement.


 


	7.2	In
    any judicial proceeding commenced pursuant to this section 7, the Company will have the burden of proving on the balance of probabilities
    that the Indemnitee is not entitled to indemnification or advancement or payment of Expenses, as the case may be.
	 	 
	7.3	Subject
    to section 18.1, in the event that the Indemnitee seeks a judicial adjudication of such Indemnitee’s rights under, or to recover
    damages for breach of this Agreement, to the extent the Indemnitee is successful in the outcome of such proceeding, the Indemnitee
    will be entitled to recover from the Company any and all reasonable Expenses actually incurred by the Indemnitee in connection with
    such proceeding in accordance with the terms of this Agreement.


 




    	 



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	8.	NOTIFICATION
    AND DEFENSE OF CLAIMS
	 	 
	8.1	The
    Indemnitee will promptly notify the Company in writing upon being served with or otherwise notified of any summons, citation, subpoena,
    complaint, indictment, information, notice or other document or communication relating to any Proceeding or matter which may be subject
    to indemnification against Penalties or the payment of Expenses hereunder or any investigation related to a potential Proceeding,
    but the failure to so notify the Company will not relieve the Company from any liability that the Company may have to the Indemnitee
    under this Agreement unless the Company is actually prejudiced thereby. In addition, the Indemnitee shall give the Company such information
    and co-operation regarding such Proceeding as the Company may reasonably require.
	 	 
	8.2	With
    respect to any such Proceeding:


 


	 	(a)	the
    Company will be entitled to participate therein at its own expense; and
	 	 	 
	 	(b)	except
    as otherwise provided below, the Company will be entitled to assume the defense thereof, with qualified legal counsel chosen at its
    discretion, upon delivery to the Indemnitee of written notice of its election to do so. After notice from the Company to the Indemnitee
    of the Company’s election to assume the defense thereof, the Company will not be liable to the Indemnitee under this Agreement
    for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable
    costs of investigation or as otherwise provided below. If the Company assumes conduct of the defence on behalf of the Indemnitee,
    the Indemnitee consents to the conduct thereof and to any action taken by the Company, in good faith, in connection therewith and
    the Indemnitee will fully cooperate in the defence including, without limitation, providing documents in the possession or reasonably
    available to the Indemnitee, attending examinations for discovery, making affidavits, meeting with counsel and testifying and divulging
    to the Company all information known by the Indemnitee and reasonably required to defend or prosecute the Proceeding. The Indemnitee
    will have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel
    incurred after notice from the Company of the Company’s assumption of the defense thereof will be at the expense of the Indemnitee
    unless:


 


	 	(i)	the
    employment of counsel by the Indemnitee has been authorized in writing by the Company;
	 	 	 
	 	(ii)	the
    Indemnitee shall have been advised in a written opinion of counsel acceptable to the Company, acting reasonably, addressed to the
    Indemnitee and to the Company stating that there may be a conflict of interest between the Company and the Indemnitee in the conduct
    of any such defence;
	 	 	 
	 	(iii)	such
    Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Company could not provide monetary indemnification
    to the Indemnitee (such as injunctive relief or incarceration); or
	 	 	 
	 	(iv)	the
    Company has not employed counsel to assume the defense of such action,


 


in
each of which cases the fees and disbursements of the Indemnitee’s counsel will be at the expense of the Company.


 




    	 



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	8.3	The
    Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which counsel
    will have reached the conclusion specified in section 8.2(b)(ii), or which involves penalties or other relief against the Indemnitee
    of the type referred to in section 8.2(b)(iii).
	 	 
	8.4	If,
    at the time of the receipt of a notice of a claim pursuant to section 8.1 the Company has a D&O Policy in effect, the Company
    shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
    The Company shall thereafter take all necessary or desirable action to cause such insurers to pay to the Company, on behalf of the
    Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
	 	 
	9.	SETTLEMENT
    OF CLAIMS
	 	 
	9.1	The
    Company will have no obligation to indemnify the Indemnitee under this Agreement for amounts paid in settlement of a Proceeding without
    the Company’s prior written consent. The Company will not settle any Proceeding in any manner that would impose any fine or
    other obligation on the Indemnitee or violate any D&O Policy without the Indemnitee’s prior written consent. Neither the
    Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.
	 	 
	10.	NON-EXCLUSIVITY,
    CONTINUATION AND SURVIVAL OF RIGHTS
	 	 
	10.1	The
    rights of indemnification, payment and advancement provided by this Agreement will not be deemed exclusive of any other rights to
    which the Indemnitee may at any time be entitled under applicable law, the Articles, any other agreement, a vote of shareholders,
    a resolution of the Board or otherwise. The provisions set forth in this Agreement are provided in addition to and as a means of
    furtherance and implementation of, and not in limitation of, any such rights afforded the Indemnitee under any of the foregoing.
	 	 
	10.2	To
    the extent that there is a change in applicable law, or an amendment to the Articles that allows greater indemnification or rights
    to payment or advancement of Expenses than would be afforded under the Articles and this Agreement at the date hereof, it is the
    intent of the parties hereto that the Indemnitee will enjoy by virtue of this Agreement the greater benefit so afforded by such change.
    Any amendment or repeal of any applicable law that adversely affects any right of the Indemnitee shall, to the extent not otherwise
    required by such law to be applied to this Agreement, have no effect on this Agreement or the parties’ rights and obligations
    hereunder and shall be prospective only and not limit or eliminate any rights provided hereunder with respect to any Proceeding involving
    any occurrence or alleged occurrence of any action or omission to act that took place before such amendment or repeal.
	 	 
	10.3	The
    rights provided hereunder shall be effective from the date the Indemnitee was first appointed as an Agent. All agreements and obligations
    of the Company contained herein will continue during the period the Indemnitee is an Agent and will continue after the Indemnitee
    ceases to be an Agent for so long as the Indemnitee may be subject to any threatened, pending or completed Proceeding by reason of
    the Indemnitee’s status as an Agent and during the period provided by any applicable statute of limitations for bringing a
    claim or proceeding for any act or omission occurring during the Indemnitee’s term as an Agent. The agreements and obligations
    of the Company under this Agreement will not be affected in any way by the re-election or re-appointment from time-to-time of the
    Indemnitee as a director and/or officer of or acting in a similar capacity with the Company or any Affiliate and shall continue in
    full force and effect thereafter.


 




    	 



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	10.4	This
    Agreement will be binding upon the Company and its successors and assigns and will enure to the benefit of the Indemnitee and the
    Indemnitee’s heirs, estate, executors, administrators and legal representatives.
	 	 
	10.5	The
    Company will require and cause any successor (whether direct or indirect by purchase, amalgamation, reorganization, merger, consolidation
    or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company to expressly assume and
    agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such
    succession had taken place.
	 	 
	10.6	The
    Company shall give to the Indemnitee fifteen (15) Business Days’ prior notice of any application by the Company for a certificate
    of continuance in any jurisdiction, indicating the jurisdiction in which it is proposed that the Company will be continued and the
    proposed date of continuance. Upon receipt of such notice, the Indemnitee may require that the Company make such amendments to this
    Agreement as the Company and the Indemnitee, acting reasonably, consider necessary or desirable in order to provide the Indemnitee
    with a comprehensive indemnity under the laws of the proposed jurisdiction of continuance with similar spirit and intent as this
    Agreement.
	 	 
	11.	INSURANCE
    SUBROGATION
	 	 
	11.1	To
    the extent that the Company maintains a D&O Policy, the Indemnitee will be covered by such policy or policies in accordance with
    its or their terms to the maximum extent of the coverage available and, upon any Change in Control, the Company will use commercially
    reasonable efforts to obtain or arrange for continuation and/or tail coverage for the Indemnitee to the maximum extent obtainable
    at such time and, in any event, for at least six (6) years following the Change of Control.
	 	 
	11.2	In
    the event the Company has paid or is obligated to pay or indemnify against any amount under this Agreement, the Company will be subrogated
    to the extent of such obligation to all of the rights of recovery of the Indemnitee, who will execute all documents required and
    take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Company to
    bring suit to enforce such rights.
	 	 
	11.3	The
    Company will not be liable under this Agreement to grant any indemnification or make any payment of amounts otherwise indemnifiable
    or payable hereunder if and to the extent that the Indemnitee has otherwise actually received such indemnification or payment under
    any insurance policy, contract, agreement or otherwise.
	 	 
	12.	INCOME
    TAX
	 	 
	12.1	If
    the indemnification of the Indemnitee by the advancement, payment or reimbursement of Penalties or Expenses hereunder is determined
    to be a taxable benefit to the Indemnitee under applicable tax laws or the Company is required by such laws or by the interpretation
    or administration thereof to withhold any amount from any advancement, payment or reimbursement with respect to the Penalties or
    the Expenses, the Company shall “gross-up” any such affected advancement, payment or reimbursement so that the Indemnitee
    receives a net amount equal to the amount the Indemnitee would have received had such advancement, payment or reimbursement not been
    considered to be a taxable benefit to the Indemnitee or such withholding tax not been payable.


 




    	 



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	13.	EXCEPTIONS
	 	 
	13.1	Any
    other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement the Company shall not be obligated:


 


	 	(a)	Excluded
    Acts. to indemnify the Indemnitee for any acts or omissions or transactions from which a director or officer may not
    be relieved of liability as set forth in the BCBCA; or
	 	 	 
	 	(b)	Claims
    Initiated by the Indemnitee. to indemnify in respect of Penalties or Expenses or advance Expenses to the Indemnitee with
    respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defence, except with respect
    to proceedings brought to establish or enforce a right to indemnification under this Agreement, the BCBCA, the Articles or any other
    statute or law; or
	 	 	 
	 	(c)	Lack
    of Good Faith. to indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted
    to enforce or interpret this Agreement, if a court of competent jurisdiction makes a final judicial determination (as to which all
    rights of appeal therefrom have been exhausted or have lapsed) that any of the material assertions made by the Indemnitee in such
    proceedings was not made in good faith or was frivolous; or
	 	 	 
	 	(d)	Insured
    Claims. to indemnify the Indemnitee for expenses or liabilities of any type whatsoever which have been paid directly to the
    Indemnitee by an insurance carrier under a D&O Policy maintained by the Company; or
	 	 	 
	 	(e)	Claims
    for Unlawful Profits. to indemnify the Indemnitee for expenses or the payment of profits arising from the purchase and sale
    by the Indemnitee of securities in violation of applicable securities laws; or
	 	 	 
	 	(f)	Other
    Indemnification. to indemnify the Indemnitee for Penalties or Expenses for which the Indemnitee is indemnified by the Company
    otherwise than pursuant to this Agreement.


 


	14.	EFFECTIVENESS
    OF AGREEMENT
	 	 
	14.1	Both
    the Company and the Indemnitee acknowledge that in certain instances applicable law or public policy may prohibit the Company from
    indemnifying the Indemnitee under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken
    or may be required in the future to undertake with the regulatory authorities to submit the question of indemnification to a court
    in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnity.
	 	 
	14.2	Nothing
    in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
    of applicable law. The Company’s inability, pursuant to applicable law or court order, to perform its obligations under this
    Agreement shall not constitute a breach of this Agreement.
	 	 
	15.	ARTICLES
	 	 
	15.1	The
    Company shall not repeal or otherwise amend (in a manner which adversely affects the rights of the Indemnitee) the indemnification
    rights provided under the Articles during the time that the Indemnitee serves as an Agent or for a period of six (6) years following
    the date that the Indemnitee ceases to be an Agent of the Company.


 




    	 



    	- 11 -



    

 


	16.	LIABILITY
    INSURANCE
	 	 
	16.1	The
    Company shall, from time to time, make a good faith determination whether or not it is practicable for the Company to obtain and
    maintain a D&O Policy with a reputable insurance company or companies providing the Agents of the Company with coverage from
    losses from wrongful acts, or to insure the Company’s performance of its indemnification obligations under this Agreement.
    Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded
    by such coverage. In any such D&O Policy, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee
    the same rights and benefits as are afforded to the most favourably insured of the Company’s directors and officers, if the
    Indemnitee is an Agent. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such D&O Policy
    if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance
    are too high, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if
    the Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.
	 	 
	17.	INDEPENDENT
    LEGAL ADVICE
	 	 
	17.1	The
    Indemnitee acknowledges that they have consulted with and been advised by their independent legal counsel, or has been given the
    opportunity but have declined to do so, prior to entering into this Agreement and have fully read the terms and are fully informed
    of the contents hereof, and they have not been influenced to any extent in signing this Agreement by any representations or statements
    made by the Company, or by any person or persons representing them, and that they have acted independently in signing this Agreement.
	 	 
	18.	LEGAL
    EXPENSES
	 	 
	18.1	If
    any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall
    be entitled to be paid all court costs and expenses, including the reasonable fees of counsel, incurred by the Indemnitee with respect
    to such action, unless as a part of such action, the court of competent jurisdiction makes a final judicial determination (as to
    which all rights of appeal therefrom have been exhausted or have lapsed) that any of the material assertions made by the Indemnitee
    as a basis for such action were not made in good faith or were frivolous.
	 	 
	19.	GENERAL
	 	 
	19.1	The
    headings in this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret,
    define or limit the scope, extent or intent of this Agreement or any provision hereof. A reference to a section is to a section of
    this Agreement and refers to the section, paragraph, subparagraph, clause or subclause of this Agreement so designated.
	 	 
	19.2	Words
    importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate
    entity include individuals, and vice versa.
	 	 
	19.3	Except
    as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by the
    party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will
    any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.


 




    	 



    	- 12 -



    

 


	19.4	Any
    notice, request, demand, direction, declaration or other instrument or communication required or permitted to be given under the
    provisions of this Agreement shall be given by hand delivered or by e-mail:


 


	 	(a)	in
    the case of the Indemnitee:


 


__________________________


 


__________________________


 


__________________________


 


E-mail:_____________________


 


	 	(b)	in
    the case of the Company:


 


Medallion
Resources Ltd.


Suite #410-325 Howe Street,


Vancouver, BC V6C 1Z7


 


	Attention:	Robert
    Doyle
	E-mail:	bdoyle@pacificopportunity.com


 


Any
such notice, request, demand, direction, declaration or other instrument of communication shall be deemed to have been received on the
date of delivery, if hand delivered before 5:00 p.m. on a Business Day and, on the date of transmission if received by e-mail before
5:00 p.m. on a Business Day. If received after 5:00 p.m. on a Business Day, or if received on a day which is not a Business Day, receipt
shall be deemed to have occurred on the following Business Day. By notice in writing delivered or transmitted as foresaid, either party
may change its address or e-mail address for subsequent communications.


 


	19.5	This
    Agreement will be deemed to have been made in and will be construed in accordance with the laws of British Columbia and the federal
    laws of Canada applicable therein and the parties hereby agree that any claims, disputes or questions arising out of or in relation
    to this Agreement may be submitted to the jurisdiction of the courts of British Columbia. Each of the parties hereto irrevocably
    attorns to the jurisdiction of the courts of British Columbia.
	 	 
	19.6	Time
    will be of the essence of this Agreement.
	 	 
	19.7	This
    Agreement may be executed and delivered in one or more counterparts and by facsimile, PDF e-mail attachment or other means of electronic
    transmission, each of which shall constitute an original and all of which together shall constitute one and the same instrument.
	 	 
	19.8	If
    any section, paragraph, clause or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid,
    illegal or enforceable, in whole or in part, such determination shall not affect or impair and shall not be deemed to affect or impair
    the validity, legality or enforceability of any other section, paragraph, clause or other provision hereof and each such section,
    paragraph, clause or other provision shall be interpreted in such a manner as shall render them valid, legal and enforceable to the
    greatest extent permitted by applicable law.
	 	 
	19.9	This
    Agreement constitutes the entire agreement and supersedes any other previous agreement between the parties with respect to indemnification
    and there are no other terms, conditions, representations or warranties whether express, implied, oral or written by the parties
    with respect thereto.


 


[this
part is intentionally left blank; signature page to follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written.


 


	MEDALLION
    RESOURCES LTD.	 	 
	 	 	 	 
	Per:	 	 	 
	 	Authorized
    Signatory	 	Name:
    


 




    	 



     


    

 


SCHEDULE
A 


FORM
OF UNDERTAKING


 


UNDERTAKING
REGARDING EXPENSE ADVANCES


 


	TO:	MEDALLION
    RESOURCES LTD.


 


Re:
Indemnification Agreement dated as of __________________________, 2022 (the “Agreement”) between Medallion Resources
Ltd., a British Columbia corporation (the “Company”), and the undersigned.


 


This
Undertaking is submitted pursuant to sections 4.1 and 5.1 of the Agreement. Capitalized terms used but not defined herein will have the
respective meanings set forth in the Agreement.


 


I
am requesting advance payment of certain Expenses pursuant to section 4.1 of the Agreement (the “Expense Advances”).


 


I
hereby undertake to repay the Expense Advances if it is ultimately determined that I am not entitled to be paid by the Company therefor,
or that the Company is not authorized to pay me therefor, in either case under the Agreement or otherwise.


 


The
Expense Advances are, in general, all related to:


 


[NTD:
Details of the Proceeding and the Expense Advance requested to be inserted by the Indemnitee]


 


DATED
at _______________, __________________this ______day of _______, 20 ___.


 


________________________


 


Name:
___________________