Exhibit
10.7


 




		Medallion
    Resources Ltd
	410
    - 325 Howe Street
	Vancouver,
    BC V6C 1Z7
	CANADA
	 
	rethinking
    rare earth elements



 


April
22, 2022


 


Jose
Alfredo Ramos Plasencia


Newcastle


United
Kingdom


Via
Email: arampla@gmail.com


 


RE:
Offer of Chief Executive Officer Position (Updated)


 


Dear
Alfredo


 


Medallion
Resources Ltd (the “Company”) is pleased to offer you (the “Employee” and together with the Company,
a “Party” or the “Parties”) the position of Chief Executive Officer (“CEO”)
commencing on or shortly after the successful completion of an up-listing to the Nasdaq Capital Market or comparable US stock exchange
(the “IPO”), currently anticipated in June 2022. This letter formalizes and supersedes all prior offers to you by
the Company including but not limited to letters dated January 23, 2022 and February 7, 2022.


 


In
the event that the contemplated IPO is not completed within six months of the date of this letter, the Parties shall in good faith seek
to agree an alternative strategy for the Company and terms for the Employee’s continued involvement.


 


The
Company is evaluating the appropriate corporate structure to facilitate your employment in the United Kingdom. As such, the employment
contract (“Employment Contract”) may, at the Company’s discretion, be with a subsidiary or other wholly owned
affiliate of the Company, rather than the Company. The Employment Contract shall reflect applicable employment law and regulations.


 


Duties


 


The
Duties, which shall be more fully described in the Employment Contract, include executive leadership and management of the Company typical
for the role of CEO, reporting to the Board of Directors of the Company. As CEO, you will be appointed to the Board of Directors and
will serve as a non-independent, executive Director.


 


Your
employment shall be full-time. However, you may engage in other business, charitable and civic activities and manage your personal investments
provided that such activities and investments are not with an entity that conducts business with or is competitive with the Company and
that such activities do not materially interfere with the performance of your duties or responsibilities under the Employment Agreement.
By signing this letter, you confirm that you have no contractual commitments or other legal obligations (including restrictive covenant
agreements from another employer) that prohibit you from performing your duties for the Company other than your duty to provide notice
to your current employer.


 




    	 



     


    

 


Term


 


As
shall be more fully described in the Employment Contract, your employment shall continue indefinitely for a minimum of two years and
until either Party gives the other Party six-months written notice of termination (“Notice of Termination”) subject
to normal provisions for termination for Cause by the Company at any time.


 


Compensation


 


Your
compensation as CEO and executive Director shall be as follows:


 


	Item	 	 
	Base
    salary	 	US$280,000
	 	 	 
	Annual
    Performance Bonus	 	0.6%
                                            of the increase in market capitalization of the Company

     

	Milestone
    Bonus	 	2.3
    times your base salary
	 	 	 
	Sign-on
    Bonus	 	US$15,000
    – paid when name first used in a public release
	 	 	 
	Options
    Package	 	2.4%
    of issued capital as of the IPO
	 	 	 
	Strike
    price for options	 	25%
                                            @ IPO+10%

    25%
    @ IPO+25%

    25%
    @ IPO+50%

    25%
    @ IPO+75%

	 	 	 
	Vesting
    period	 	Released
    quarterly over 12 months
	 	 	 
	Expiry
    period 	 	5
    years
	 	 	 
	Notice
    period	 	6
    months month base salary paid should the Employment Contract be terminated (not payable in case of negligence, professional misconduct,
    etc.)
	 	 	 
	No
    fault holding fee	 	CA$15,000
    per month for 3 months. Payable beginning 3 months after payment of “’sign-on bonus” should Nasdaq IPO have not
    occurred. Company will seek to build forward business model with input of Alfredo Ramos Plasencia


 


	NOTES	 	 
	Pay
    Frequency:	 	Your
    base salary will be payable monthly in accordance with the standard payroll practices of the Company and subject to all withholdings
    and deductions as required by law.
	 	 	 
	Annual
    Performance Bonus: 	 	Annually,
    0.6% of the gain in market capitalization, where the market capitalization is measured as the volume weighted average closing price
    (VWAP) for the last 3 months of the calendar year in comparison to the previous year end 3-month VWAP. Bonus will be paid within
    6 weeks after the end of the calendar year, subject to regulatory approval, and paid in cash or shares at the election of the Company
    in accordance with the Bonus Payments section below. 
	 	 	 
	Milestone
    Bonus:	 	In
    addition, an annual discretionary bonus of up to 2.3x base salary paid in cash or shares in accordance with the Bonus Payments section
    below, based on milestones agreed with the Compensation Committee and paid on recommendation from the Compensation Committee to the
    Board of Directors and ratified by the Board. To earn a bonus for any year, you must be employed by the Company on the date the bonus
    is paid. 
	 	 	 
	Bonus
    Payments:	 	Bonus
    Payments shall include sufficient cash components to, at a minimum, cover taxes payable by the Employee upon receipt of the Bonus.
	 	 	 
	Options:	 	Options
    awarded will be subject to applicable regulations at the time of the award.


 




    	 



     


    

 


Tax
Matters


 


All
forms of compensation shall be subject to withholding and payroll taxes and any other deductions required by applicable law.


 


You
are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not generally
have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against
the Company or its Board of Directors related to tax liabilities arising from your compensation. For clarity, this paragraph does not
limit the Company’s obligation include sufficient cash in any bonus payments to enable the Employee to pay taxes due on the such
bonus payment.


 


Benefits


 


The
Company shall provide benefits required in the jurisdiction of the Employment Contract. In addition, you will be eligible to participate
in the employee benefit plans and programs generally available to the Company’s senior executives, subject to the terms and conditions
of such plans and programs and the seniority of your position. The Company reserves the right to amend, modify or terminate any of its
benefit plans or programs at any time and for any reason.


 


Vacation


 


You
shall be entitled to 30 days of paid vacations in addition to statutory holidays in the jurisdiction of the Employment Contract.


 


Other
Terms and Conditions


 


The
Employment Contract shall include other terms and conditions typical for an agreement of this type in the jurisdiction of the Employment
Contract including but not limited to immigration compliance, protective covenants and non-disparagement, confidentiality, proprietary
information, and settlement of any disputes under the Employment Contract.


 


The
Board and I look forward to the next stage of the Company’s development under your leadership.


 


On
behalf of the Board of Directors


 


	/s/
    Mark Saxon	 
	Mark
    Saxon	 
	President
    & CEO	 
	Medallion
    Resources Ltd	 
	msaxon@medallionresources.com	 
	 	Accepted
	 	 
	 	/s/
    Alfredo Ramos Plasencia
	 	Jose
    Alfredo Ramos Plasensia