Exhibit 10.13

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated May 10, 2023

(the “Effective Date”)

FOREMOST LITHIUM RESOURCE & TECHNOLOGY

LTD., a corporation incorporated under the laws of the Province of British Columbia

(the “Corporation”)

JASON BARNARD, an individual having an address at [***]

(the “Executive”)

WITNESS THAT WHEREAS:

NOW THEREFORE in consideration of the covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows:

1.             Position and Duties. The Executive will be employed by and will serve the Corporation as President and Chief Executive Officer (“CEO”) reporting directly to the Board of Directors of the Corporation (the “Board”). The Executive will be responsible for and perform the functions and duties commensurate with the position of CEO and any other duties or functions as may be assigned by the Corporation to the Executive in its sole discretion, provided such additional duties and functions reasonably relate to the CEO position. The Executive’s duties and functions may be varied from time to time by the Corporation, at its sole discretion, provided such varied duties and functions reasonably relate to the CEO position. The Executive will perform and carry out the Executive’s duties and functions, and provide such additional services as may be reasonably required, in such manner as the Corporation may from time to time direct. The Executive acknowledges and affirms that he will be employed by the Corporation in a fiduciary capacity, and as such will owe full fiduciary duties to the Corporation.

The Corporation and Executive agree that the Executive will perform and carry out the Executive’s duties and functions remotely from his residence in British Columbia, provided that the Executive may from time to time be required to travel for business purposes in connection with his duties and functions as CEO or otherwise as reasonably directed by the Board.

The Executive further agrees to act as a director and/or officer of any of the Corporation’s affiliates if so requested by the Board. All such directorships or offices shall be without any additional compensation or benefits, unless otherwise agreed to by the Board, in its sole discretion. Upon termination of the Executive’s employment for any reason whatsoever, the Executive will immediately resign all such directorships or offices held by the Executive in any affiliate of the Corporation, and the Executive agrees that the Executive will be deemed to have resigned such directorships and offices on the date that the Executive’s employment with the Corporation ends. The Corporation is hereby authorized as the Executive’s attorney-in-fact to execute any documents necessary to complete such resignations, with the same force and effect as if executed and delivered by the Executive. The Executive will not be entitled to receive any severance payment or other compensation or benefits for the resignation of such directorships or offices.

This Agreement will continue to apply in the event that the Executive is transferred to any other position with the Corporation and notwithstanding any changes in the Executive’s compensation, duties, functions, reporting relationship or other terms and conditions of employment.

2.            Term. The terms and conditions of the Agreement shall be effective as of and from the Effective Date and the Executive’s employment shall continue until terminated as provided in this Agreement (the “Term”). For greater certainty, the parties agree that the Executive shall be treated as a brand new hire for all purposes as of the Effective Date, and the Corporation will not recognize for the purposes of its employment relationship with the Executive any period of time that the Executive provided services for the Corporation as the contractor representative for an independent contractor previously engaged by the Corporation, Ora Nutraceuticals Inc.

3.            Annual Base Salary. The Corporation will pay the Executive an annual base salary (the “Annual Base Salary”) of CAD$180,000, payable in accordance with the Corporation’s payroll practices, as may be amended from time to time. In the event that following the Effective Date any of the Corporation’s outstanding securities are listed or admitted for trading on the NASDAQ Stock Exchange (the “Uplisting”), then, provided the Executive remains employed with the Corporation at that time, the Annual Base Salary will be increased to CAD$270,000, commencing the first full month following the completion of the Uplisting (and, for greater certainty, the increased Annual Base Salary will be subject to proration if it is implemented during a calendar year). The Annual Base Salary will be subject to the withholding of all applicable statutory deductions, including any taxable benefits received by the Executive under this Agreement. The Corporation will prorate the Annual Base Salary for any partial calendar year that the Executive is employed by the Corporation under this Agreement. The Executive acknowledges that he is not eligible for any overtime wages.

4.            Salary Review. The Corporation will review the Annual Base Salary annually or as otherwise determined by the Board and Management. This review shall not necessarily result in an increase in the Annual Base Salary and any increase in the Annual Base Salary shall be at the sole discretion of the Board.

5.            Equity Compensation.

The Executive will be eligible to be granted equity compensation at the sole discretion of the Board (an “Equity Grant”). Any Equity Grant approved by the Board for the Executive will be: (i) subject to vesting and any other conditions as established by the Board in its sole discretion; and (ii) in accordance with, and subject to, the terms, conditions and restrictions of the applicable equity compensation plan(s) of the Corporation (the “Equity Plans”), that may be in effect from time to time and as such Equity Plans may be amended as well as any applicable equity grant agreement. For greater certainty, in the event that the Executive’s employment with the Corporation terminates for any reason whatsoever, the Executive’s rights, if any, in respect of any Equity Grants will be governed exclusively by the terms, conditions and restrictions of the applicable Equity Plan(s).

6.            Benefits.

7.            Vacation. The Executive shall be entitled to six (6) weeks of paid vacation per annum. All vacation days shall be taken at times approved by the Corporation. The Executive will not be permitted to carry over any vacation entitlement from year to year except with the prior written consent of the Board. The Corporation will prorate the Executive’s annual paid vacation entitlement for any partial calendar year that the Executive is employed by the Corporation under this Agreement.

8.            Reimbursement for Expenses. The Corporation will reimburse the Executive for reasonable travelling and other business expenses actually and properly incurred by the Executive in connection with the performance of the Executive’s duties and functions under this Agreement, such reimbursement to be made in accordance with and subject to the policies established and amended by the Corporation from time to time. For all such expenses, the Executive will keep proper accounts and furnish statements and vouchers to the Corporation as and when required by the Corporation.

9.            No Other Compensation or Benefits. The Executive expressly acknowledges and agrees that, unless otherwise expressly agreed in writing by the Corporation after the Effective Date, the Executive shall not be entitled by reason of his employment by the Corporation or by reason of any termination of his employment, howsoever arising, to any remuneration, compensation or benefits other than as expressly provided for in this Agreement.

10.          Service to the Corporation.

11.          Termination By Executive.

12.          Termination by Corporation Without Just Cause.

For greater certainty: (i) the Severance Amount shall be based on the Executive’s Annual Base Salary in effect as of the Termination Date only and shall not include any other compensation or remuneration whatsoever; and (ii) the Severance Amount shall be subject to all applicable deductions and withholdings.

13.          Termination by the Corporation Without Just Cause or Termination by the Executive for Good Reason within twelve (12) months following a Change of Control.

(i) the sale, liquidation or other disposition of all or substantially all of the assets of the Corporation in circumstances where the Corporation either:

except where any of the above occurs as a result of the death, disability or voluntary retirement of any such directors in accordance with the normal retirement practices of the Corporation;

provided, however, that a Change of Control will not be deemed to have occurred if such Change of Control results solely from: (1) the issuance, in connection with a bona fide financing or series of financings by the Corporation, of voting securities of the Corporation or any rights to acquire voting securities of the Corporation or any other securities which are convertible into voting securities of the Corporation, (2) a merger, amalgamation, other business combination or sale of all or substantially all of the assets of the Corporation to an affiliate or subsidiary of the Corporation, or (3) a merger effected solely to change the Corporation’s domicile.

provided, however, that any act, event or omission that may otherwise constitute Good Reason shall be deemed not to be Good Reason for the purposes of this Agreement if (A) the Executive does not deliver to the Corporation a written notice of resignation within thirty (30) days of learning of the event, act or omission, setting out the event, act or omission which constitutes Good Reason, or (B) the act, event or omission that constitutes Good Reason is curable, and the Corporation cures such act, event or omission within thirty (30) days after it receives such a notice of resignation from the Executive.

The “effective termination date” for the purposes of Section 13(c)(ii) shall be the date of the Corporation’s written notice of termination issued during the COC Period or the Executive’s effective resignation date during the COC Period, as applicable, pursuant to this Section 13(c).

14.          Termination by the Corporation for Just Cause. The Corporation may terminate the Executive’s employment with the Corporation at any time for just cause without any notice, severance or other payments except the Accrued Obligations owing by the Corporation to the Executive as of the effective date of his termination for just cause. If the Corporation terminates for just cause, and an adjudicator later determines that the Corporation did not have just cause, the Executive agrees that the Executive will only be entitled to damages in the amount that would have been payable on termination without just cause under Section 12.

15.          Termination by Death of Executive. If the Executive dies, this Agreement will be considered frustrated at law and terminated by that death and the Corporation will not be required to pay any amounts to any heir or estate of the Executive except the Accrued Obligations owing by the Corporation to the Executive as of the date of the Executive’s death.

16.          Release of All Claims. Except for Accrued Obligations which will be provided to the Executive in any event, as a condition to receiving the Severance Amount or the COC Severance Amount, as applicable, that exceed the Executive’s statutory entitlements under the ESA, if any, the Executive will execute and deliver to the Corporation a general release of all claims in a form reasonably acceptable to the Corporation (the “General Release”). If the Executive does not sign the General Release, the Executive agrees that the Executive will not be entitled to the Severance Amount or the COC Severance Amount, as applicable, and in such circumstances the Executive will receive only such minimum pay in lieu of notice of termination as required by the ESA. For greater certainty, notwithstanding any other term of this Agreement, in no circumstances will the Executive receive less notice of termination or pay in lieu of notice or other compensation from the Corporation arising from the Executive’s termination without just cause than the Executive is entitled to receive pursuant to the ESA.

17.          Cessation of Benefits. Except as required by the ESA, upon termination of the Executive’s employment for any reason, the Executive’s eligibility for any benefits from the Corporation including, pursuant to the Benefit Plans (in the event such Benefit Plans have been introduced in accordance with Section 6(a)) will end effective the last day of the Executive’s employment with the Corporation, which date will not be extended by any period of severance or pay in lieu of notice of termination (whether contractual, statutory or otherwise).

18.          Return of Property. Upon termination of this Agreement for any reason, the Executive will not remove from any premises at which the business of the Corporation is conducted any property of the Corporation and its affiliates, including, without limitation, any Confidential Information (as hereinafter defined) or Works (as hereinafter defined), and will return, in good condition, all the property of the Corporation and its affiliates, including, without limitation, all tangible embodiments of the Confidential Information and Works.

19.          Disclosure of Conflicts of Interest. During the Term the Executive will promptly, fully and frankly disclose to the Board in writing:

Following such disclosure, the Board may, acting reasonably, in its sole discretion, determine that a conflict of interest exists and require the Executive to eliminate such conflict of interest.

20.          Avoidance of Conflicts of Interest. The Executive agrees to comply with all policies and directives of the Corporation from time to time regulating, restricting or prohibiting circumstances giving rise to interests or conflicts of the sort described in Section 19. During the Term, the Executive shall not enter into any contract, arrangement, understanding or transaction with any other person or entity that would in any way conflict or interfere with this Agreement or the Executive’s duties or obligations under this Agreement or that would otherwise prevent the Executive from performing his obligations hereunder unless previously agreed to by the Board, and the Executive represents and warrants that he has not entered into any such contract, arrangement, understanding or transaction as of the Effective Date.

21.          Obligation of Confidentiality.

22.          Intellectual Property

For the purpose of this Agreement:

“Works” includes any and all products, materials, information, programs, designs, artwork, data, correspondence, discoveries, concepts, software, know-how, inventions, methods, trademarks, trade names, plans, training and marketing materials, strategies, trade secrets, improvements, modifications, derivative works, ideas, developments, and other works which are disclosed to, made, developed, conceived, contributed to or worked upon by the Executive in connection with or arising from the Executive’s duties or otherwise in the course of the Executive’s employment with the Corporation, including without limitation, any materials and inventions: (i) that relate to the Corporation’s business; (ii) that result from any work performed for the Corporation; (iii) that have been substantially facilitated by the use of the Corporation’s intellectual property, Confidential Information, equipment, supplies, facilities or resources, or (iv) the idea for which was gained during the Executive’s employment with the Corporation.

“Intellectual Property Rights” means all worldwide rights (including, without limitation, all rights to, and to apply for, register, own, license and otherwise exploit, as well as all rights to any now or hereinafter pending applications for, issued, registered, registrations for, or otherwise existing, patents, industrial designs, copyrights, rights of authorship, moral rights, trademarks, service marks, trade names, trade dress, domain names, URLs, social media identities, mask works, plant breeders rights, trade secrets or other proprietary or intellectual property rights) in and to the Works. Without limiting the generality of the foregoing, the term “Intellectual Property Rights” also includes, with respect to the Works: (i) all present or future applied for, claimed, pending, registered or issued patents and all applications therefor, including, without limitation, all original, provisional, divisions, continuations, continuations-in-part and continued prosecution applications and, including, without limitation, all reissues or extensions thereof; and (ii) the rights to sue for, settle, and collect and retain proceeds from all past, present or future infringements, misappropriations or other violations of any such rights.

The Executive agrees as follows:

23.          Restrictive Covenants.

The Executive agrees that this restriction is commercially reasonable and reasonably necessary given the nature of the Executive’s position, the broad range of Confidential Information to which the Executive will have access and the likelihood of harm to the Corporation if the Executive were to engage in the foregoing restricted activities for a directly competitive business or enterprise. For the purposes of this Agreement, the parties agree that “Competitive Business” means: any business carried on in Canada or the United States (other than the business of the Corporation and its affiliates) engaged in the exploration, development, production and/or sale of any lithium, lithium-bearing pegmatite, gold or other precious metals or minerals.

24.          Non-Disparagement. During the Executive’s employment with the Corporation and after the termination of the Executive’s employment with the Corporation for any reason, the Executive agrees that, except as may be required by law, the Executive will not take any action or make any statement or disclosure, written or oral, that is intended or reasonably likely to disparage the Corporation or its affiliates, or any of their past or present employees, officers or directors.

25.          Injunctive Relief. The Executive acknowledges and agrees that any breach of any of the provisions of Sections 21, 22, 23 or 24 could cause irreparable damage to the Corporation and its affiliates and that such harm may not be adequately compensated by the Corporation’s recovery of monetary damages, and that in the event of a breach thereof, the Corporation shall have, in addition to any and all remedies at law or in equity, the right to seek an injunction. It is further acknowledged and agreed that the remedies of the Corporation specified in this Section 25 are in addition to and not in substitution for any rights or remedies of the Corporation at law or in equity and that all such rights and remedies are not cumulative and are alternative and that the Corporation may have recourse to any one or more of its available rights or remedies as it shall see fit.

26.          Duty to Cooperate. After the termination of the Executive’s employment with the Corporation for any reason, the Executive agrees to make himself reasonably available to thencurrent Corporation personnel in the event the Executive’s assistance is needed to locate, understand, or clarify work previously performed by the Executive or to address other work-related issues relating to the Executive’s employment or the Executive’s areas of responsibility. The Corporation will reimburse the Executive for reasonable out-of-pocket expenses incurred as a result of the Executive’s assistance, unless such remuneration would be inappropriate or otherwise prohibited under existing law.

27.          Disclosure of Existence of Agreement. In order to protect the Corporation’s interests under this Agreement, the Executive authorizes the Corporation to advise any third party with whom the Executive considers entering into, or enters into, a relationship as employee, independent contractor, or otherwise, of the existence of this Agreement and of its terms.

28.          Agreement Confidential. The Executive agrees that the terms of this Agreement are confidential and agrees not to disclose its terms to any other party other than the Executive’s spouse or common law partner, as applicable, and the Executive’s professional advisors, unless otherwise required by law.

29.          Surviving Obligations. The obligations of the Executive set forth in this Agreement that by their terms extend beyond or survive the termination of the Executive’s employment with the Corporation including, without limitation, Sections 21 through 28 of this Agreement (collectively, the “Surviving Provisions”) and any other provisions in this Agreement necessary to give efficacy to, or enforce, any of the Surviving Provisions will not be affected or diminished in any way by the termination of the Executive’s employment with the Corporation for any reason whatsoever.

30.          Warranty By Executive. The Executive represents and warrants that the Executive is not a party to any agreement, or otherwise bound by any duty to another person or entity that may restrict or limit the Executive’s ability to enter into this Agreement or perform the duties and functions contemplated by this Agreement. The Executive further represents and warrants that in the performance of the services and duties contemplated by this Agreement the Executive will not disclose or use any confidential information belonging to any prior employer or other persons or entities.

31.          Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

32.          Dispute Resolution.

33.          Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Corporation and its successors and assigns. The Executive’s rights and obligations contained in this Agreement are personal and such rights, benefits and obligations shall not be voluntarily or involuntarily assigned, alienated or transferred, whether by operation of law of otherwise, without the prior written consent of the Corporation. This Agreement shall otherwise be binding upon and inure to the benefit of the Executives’ personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns.

34.          Additional Consideration. The Executive acknowledges and agrees that the Corporation is hereby providing the Executive with an additional payment of $100 to enter into this Agreement. The Executive specifically agrees that the Executive is receiving such $100 payment from the Corporation as consideration for the Executive agreeing to the terms and conditions set out in this Agreement. The Executive acknowledges and agrees that the Executive would not receive such $100 payment unless the Executive signed this Agreement.

35.          Entire Agreement. The terms and conditions of this Agreement are in addition to and not in substitution for the obligations, duties and responsibilities imposed by law on employees of corporations generally, and the Executive agrees to comply with such obligations, duties and responsibilities. Subject to the foregoing, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties to this Agreement with respect to the subject matter of this Agreement. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, whether written or oral, between the parties in respect of the subject matter of this Agreement other than as expressly set forth in this Agreement. This Agreement may only be amended by further written agreement signed by the Executive and the Corporation. It is acknowledged and agreed that this Agreement is mutually beneficial and is entered into for fresh and valuable consideration with the intent that is shall constitute a legally binding agreement.

36.          Further Assurances. The parties will execute and deliver to each other such further instruments and assurances and do such further acts as may be required to give effect to this Agreement.

37.          Currency, Deductions and Withholdings. All payments by the Corporation to the Executive under this Agreement will be made in Canadian funds and will be subject to all required statutory deductions and withholdings.

38.          Minimum Standards. If any provision of this Agreement provides for a lesser benefit to the Executive than the minimum standards contained in any applicable legislation (including, the ESA), the minimum standard contained in any such legislation will prevail and be deemed to apply to the extent of the inconsistency.

39.          Affiliates. The parties agree that for the purposes of this Agreement, “affiliate” means when used with respect to the Corporation, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Corporation. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of equity, voting or other interests, as trustee or executor, by contract or otherwise.

40.          Independent Legal Advice. The Executive hereby acknowledges and confirms having the full opportunity to seek independent legal advice prior to signing this Agreement and has either obtained or waives such independent legal advice, and further acknowledges that the Executive has read, understood, and agreed to be bound by all of the terms and conditions contained herein.

41.          Notice. Any notice or other communication required or contemplated to be given hereunder must be in writing and shall be deemed effective when personally delivered or on the day following the sending when sent by facsimile, email or other means of electronic communication, addressed to the appropriate party as set forth below:

42.          Severability. If any provision of this Agreement or any part thereof shall for any reason be held to be invalid or unenforceable in any respect, then such invalid or unenforceable provision or part shall be severable and severed from this Agreement and the other provisions of this Agreement shall remain in effect and be construed as if such invalid or unenforceable provision or part had never been contained herein.

43.          Waiver. Any waiver of any breach or default under this Agreement shall only be effective if made in writing, signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by any other act or conduct or by any indulgence, delay or omission. Any waiver shall only apply to the specific matter waived and only in the specific instance in which it is waived.

44.          Assignment by the Corporation. The Executive agrees that this Agreement may be assigned by the Corporation to any of its affiliates; and the Executive shall not be entitled to any payment or other consideration or to any advance notice of any such assignment and, for greater certainty, such assignment shall not constitute a constructive dismissal.

45.          Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement. This Agreement may be executed and transmitted electronically and if so transmitted this Agreement will be for all purposes as effective as if the parties had delivered and executed an original agreement.

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IN WITNESS WHEREOF the parties have hereto duly executed this Agreement as of the day and year first above written.