Exhibit 4.12

| Date: | 28 May 2026 |
| To: | Menachem Rogatsky |
By email: mendel@constrllc.com
| RE: | Executive Director Employment Contract (Agreement) Amendment |
Dear Mendel,
The board has agreed to an increase in your remuneration in accordance with the table below.
| Remuneration | Effective | Comment | ||
| $350,000 | Dec-23 | At appointment | ||
| $385,000 | Dec-24 | 10% annual increase | ||
| $394,000 | Dec-24 | CPI increase | ||
| $433,000 | Dec-25 | 10% annual increase | ||
| $448,000 | Dec-25 | CPI increase | ||
| $493,000 | Jul-26 | Nasdaq listing |
The increase to your remuneration results in an increase in cash component of the total remuneration package in accordance with item 4 of schedule 1 of the Agreement and each increase will take effect in accordance with the table above.
All other clauses in the Agreement remain unchanged.
Yours sincerely,
| /s/ Hizam Alsagoff | |
| Hizam Alsagoff | |
| Director | |
| Resolution Minerals Ltd |
Accepted by:
| /s/ Menachem Rogatsky | |
| Menachem Rogatsky | |
| Executive Director, Resolution Minerals Ltd | |
| Date: |