Exhibit 10.2


 





MODIFICATION OF THE SHAREHOLDERS’
AGREEMENT 


 


MINERA LI ENERGYSpA


  


Appear before me:“MINERA SALAR
BLANCO SPA” (previously called “BBLSpA”), company incorporated in Chile, of the investments trade
activity, Single Taxing No. 76.319.337-3, which is duly concurred upon represented by MARTÍN JOSÉ BORDA MINGO,
Chilean, married, business administration mayor, National Identification No. 7.010.555-1, both with residence for these purposes
at calle Rosario Norte No. 100, oficina 403, District of Las Condes, Santiago, Chile, (hereinafter, “MSB”);
on the one hand; and, on the other, “Li3ENERGY INC.”, company incorporated under the laws of the State of Nevada
of the United States of America, of the minerals production and commercialization trade activity, Single Taxing No. 59.176.370-9,
which appears duly represented by Mr. PATRICK ALBERTO CUSSEN MACKENNA, Chilean, married, and with total separation of property,
civil industrial engineer, National Identification No. 4.779.235-5, both with residence for these purposes at Américo Vespucio
Sur 80, piso once, District of Las Condes, Santiago, (hereinafter, “Li3”) and thereby expound as follows:


 


ONE: Li3 and MSB in their capacity
as single shareholders of Minera Li Energy SpA (hereinafter the “Company”) entered through public deed into a private
instrument dated January 27, 2014 authorized by the Public Notary of Santiago of Ms. Antonieta Mendoza Escalas a Shareholders’
Agreement, hereinafter the “Agreement”.


 


TWO: Li3 and MSB wish to develop
a Lithium and/or Potassium Project in the Salar of Maricunga, for which they are analyzing the possibility of becoming associated
with a Third Party (according to the manner in which such term is defined in the Agreement). The Parties deem necessary for the
purposes expressed herein above, the Parties deem necessary to carry out certain modifications to the Agreement with the exclusive
objective of allowing MSB, in its capacity as majority shareholder and principal of the Company to lead and carry out the negotiations
with the Third Party to decide and execute in an individual manner, regarding those matters that currently need special quorum
for their approval according to how it is established in the Agreement.


The Parties leave evidence that this modification
is carried out according to the best Company interests and those of its shareholders and in the understanding that the interest
of both parties is to carry out the Project (according to how such term is defined later on below) in the most favorable and beneficial
conditions for the same.


 






     


     


    

 


THREE: Through the hereby act MSB
and Li3 come to modify the Agreement in the terms that are stated herein below:


 


1°. The following definitions are added
to Clause Two:


 


r) “Project”: means
the exploitation of Lithium and/or Potassium in the Salar de Maricunga by Minera Li SpA, whether directly, through another company,
or in association with Codelco and/or other government entities and/or another qualified investor, hereinafter the “Third
Party”, being able for such purpose to form with the Third Party a new juridical vehicle or to act through a company
currently incorporated (hereinafter “Newco”). The “Newco” must be a closely held company and to
comply with effective regulations for such companies.


 


s) “Third Party”: has
the meaning assigned in the “Project” definition.


 


t) “Newco”: has the
meaning assigned in the “Project” definition.


 


2°. A new section is added with No.
4.5 after section 4.4 having the following tenor: “4.5 Right to Drag Along or “Drag Along”
in favor of MSB: In case that the preferred purchase right that is accounted for in Section 4.3 above does not prosper and MSB
decides to accept the Third Party Offer received whether totally or partially for its Shares, MSB will have the right, at all times,
to require in writing from Li3 so that it can also sell its Shares, at the same price, terms and conditions included in the Preferred
Offer, hereinafter the “Drag Along”. In case that MSB decides to exercise the Drag Along right, Li3 is
forced to transfer to the Third Offering Party its Shares in a proportional manner to those offered to be purchased in the Third
Party Offer, jointly with MSB, on the date that the latter set to do so”. In all, the exercise of this right will be conditional
to the fact that, the Third Offering Party is not a related person understanding as such those defined in Article 100 of Law No.
18.045 of the Securities Market. Without detriment to the aforementioned, related persons for these purposes will not be considered
to be any of the Newco shareholders.


 


The current Sections 4.5, 4.6 and 4.7 go
on to be numbered as 4.6, 4.7 and 4.8, respectively.


 






     


     


    

 


3°. Letter a) of Section 5.1 is substituted
for the following: “a) The company Board of Directors will be formed by 5 title members, of which (i) 3 will always be appointed
by the votes of the owner shareholder (s) of 51% of Minera Li EnergySpA, today the company MSB, from among whose title holders
the Chairman of the Board of Directors will be elected and who will also be the Company Chairman; and (ii) 2 of them will always
be appointed by the votes of the owner Shareholder (s) of 49%, today Li3. The aforementioned, without detriment that in the future
these participation percentages change, having in such case to appoint the directors according to the shareholding ownership percentage
of each shareholder”


 


4°. Letter b) of Section 5.1 is substituted
for the following: “The Board of Directors will legally hold sessions with a minimum of three (3) Directors from among which
there must always be at least one (1) director appointed by Li3. The Board of Directors will have to hold sessions in a quarterly
manner unless extraordinary circumstances deserve holding session with less frequency”.


 


5°. In accordance with the reduction
of the number of directors, it was agreed to reduce the qualified quorum to adopt certain agreements from 5 to 4 favorable votes,
therefore, the first part of letter c) is substituted for the following: “c) The agreements of the Board of Directors will
be adopted for the majority of the Directors attending to the respective Session, whether Regular or Extraordinary, except for
the agreements related to the following matters, which will be of a qualified quorum, since they will also require the vote according
to the affirmative vote of at least four (4) Directors given in a Session, whether Regular or Extraordinary”


 


6°. Number (ii) of letter c) of Section
5.1 is eliminated and is number (iv) of the same section is substituted for the following: “(iv) Granting of guarantees whether
actual or personal to guarantee third party obligations, not directly related to the Project”.


 


7°. Number (i), (xii) and (xvi) of
letter b) of number 5.2 of Article Five is eliminated. In reference to Number (xi) of the same section, the parties agree that
the mining concessions contributions to the Newco for its formation will be valued according to how it is indicated in Number 12
of this document, without applying such contribution to the qualified quorum of 60% established in the Agreement but rather the
simple majority.


 






     


     


    

 


8°. The following sentence is added
at the end of Article Seven: “The aforementioned will not be applicable while there are unpaid credits in favor of the Project
financiers, being enough that the agreements regarding the manner are adopted by the absolute majority of the shares issued by
the Company”.


 


9°. Clause 11 is eliminated.


 


10°. The following sentence is added
to the end of the first paragraph of Article 13: “The aforementioned will not be applicable to the contributions that MSB
decides to carry out from its own mining properties to the Newco that is constituted with the Third Party for the Project Development”.


 


11°. A new Article 13, bis is added
after Article 13 with the following tenor: “The Parties are forced to constitute Encumbrances over their shares in the Company
in case that it is required by the Project financiers”.


 


12o. °. A new Article 13 Ter
is added after Article 13 bis, with the following tenor: “Looking towards a possible association with the Third Party, Minera
Li and MSB are analyzing the possibility of contributing to the Newco other mining concessions of their respective property that
will be considered useful for the Project development. Express evidence is left that both parties can contribute to the NewCo
concessions and options over mining concessions covered under the Mining Code of 1932 and, therefore, mining properties under
the Code of 1983 are excluded. The only exception to the prior point are the mining properties called Litio 1 to 6. In this respect,
those appearing agree that, in case that such contributions are materialized, the valuation of the respective mining concessions
will depend on the participation or non-participation of Codelco in the Project, in such a way that (i) in case that Codelco participates,
those appearing (Minera Li and MSB) will be at the valuation method that Codelco has available for such purposes; and (ii) in
case that Codelco does not participate and the Project is exclusively developed by the parties and/or with the participation or
financing of a third party different to Codelco, all concessions that MSB and Minera Li contributes to the Newco will be valued
in an objective manner, equal by an expert defined between the Parties. In this act the parties appoint Mr. Frits Reidel as expert.


 






     


     


    

 


13o. Article Nine is replaced by the
following: a) A consulting Technical Committee will be created that will hold sessions at least in a bi-monthly manner unless the
circumstances require a greater frequency. The existence of a Committee will be during all the Project development period. Li3
will be able to appoint one of its members; and, b) The Project development will consider all the technologies and production processes
available evaluating them in an equal and grounded manner. The Project will consider among the alternatives the use of the Posco
technology.


 


The current Articles 19 and 20 go on to
become Article 20 and Article 21, respectively.





 


Santiago, January 19, 2016





 


	 	 	 
	On behalf of Minera Salar BlancoSpA	 	On behalf of Li3 Energy Inc.