White Mountain Titanium Corp.: Exhibit 10.43 - Filed by newsfilecorp.com






ASSIGNMENT OF DEVELOPMENT RIGHTS 
OF

CERRO BLANCO DESALINATION PLANT 
(Revised) 

This Assignment of Development Rights (“Development
Assignment”) is made effective as of the 16th day of March, 2016
(the “Effective Date”) by and between: 

NEXO Water Ventures, LLC, a
limited liability company organized and existing under the laws of the State of
Delaware, with its principal place of business located at 68 South Main Street,
8th Floor, Salt Lake City, UT 84101 (the “Developer”), 

and 

White Mountain Titanium, Corp. a
corporation organized and existing under the laws of the State of Nevada, with
its principal place of business located at 225 S. Lake Avenue, Suite 300
Pasadena, CA 9110 and its wholly owned subsidiary Sociedad Contractual Minera
White Mountain Titanium, organized and existing under the laws of the
country of Chile, with its principal place of business located at 100 Augusto
Leguia, Suite 1401 Las Condes, Santiago, Chile (together as “White
Mountain”) (each, a “Party” and collectively, the “Parties”).


Unless otherwise defined within this Development Assignment,
certain capitalized terms are defined in Section 9 of the Loan Agreement. 

R E C I T A L S 

WHEREAS, White Mountain has good and marketable title and also
holds Good and Defensible Title to the Cerro Blanco Project which includes the
right to develop and cause to establish a seawater desalination plant at the
Cerro Blanco Project (“Desal Plant”) pursuant to its operative EIS and
other applicable regulatory permits; 

WHEREAS, subject to the conditions set forth in this
Development Assignment, White Mountain is now interested in transferring,
creating step-in rights, and conditionally assigning its Development Rights to
Developer and Developer is interested in accepting all such rights pursuant to
this Development Assignment. 

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of are hereby acknowledged, the Parties agree as
follows: 

	1. 	
      Assignment of Development
Rights.



1.1     
Assignment. Subject to the conditions set forth within this Development
Assignment, White Mountain hereby assigns, grants, transfers, creates step-in
rights, and conveys to Developer all of its development rights, privileges and
entitlements with respect to the Desal Plant as set forth in Section 1.2
(“Development Rights”) of this Development Assignment. 




1.2    
 Development Rights. During the (i) Term of this Development
Assignment; (ii) surviving any Event of Default, satisfaction, or
conversion, or Change of Control to of the
Convertible Promissory Note into Series A Shares; and (iii) in good faith
consultation with White Mountain, Developer will have the unilateral discretion
and exclusive right to perform the following: 

	 	(a) 	
      Provide, arrange, and or facilitate the financing (both
      in terms of the equity and project finance) (“Development Funding”)
      as needed for the requisite Desal Plant CAPEX;

	 	 	 
	 	(b) 	
      Negotiate and execute all needed project management
      agreements with the water technology company of Developer’s exclusive
      selection (“Operating Water Company”) which will supply the
      technology, equipment, operations and maintenance required for the Desal
      Plant;

	 	 	 
	 	(c) 	
      Exclusively select any and all engineering, EPC, and
      other service providers as deemed necessary or required for the
      construction and operation of the Desal Plant; and

	 	 	 
	 	(d) 	
      Developer shall be the exclusive provider of the
      Development Funding and assignee of Development Rights and White Mountain
      shall not retain, hire, or engage in discussions with any other party
      regarding the provision of services similar to the Development Funding or
      Development Rights in respect of any
jurisdiction.




	2. 	
      White Mountain
Responsibilities.



2.1     
White Mountain Assistance. During the Term of this Development
Assignment, White Mountain agrees to perform the following responsibilities as
they pertain to the development of the Desal Plant: 

	 	(a) 	
      Work in good faith with Developer by immediately
      allocating reasonable and necessary resources such as time by its
      directors and or officers to establish legally binding offtake
      agreement(s) with external third parties for treated water arising from
      the Desal Plant;

	 	 	 
	 	(b) 	
      Work in good faith with Developer to establish a legally
      binding offtake agreement (i) between White Mountain and the eventual
      Project Entity that will independently own the Desal Plant (ii) which
      ensures the that the mining operations at the Cerro Blanco Project will
      have its required uninterrupted water supply. It is expected that the
      total volume needed for the mining operations at the Cerro Blanco Project
      will not exceed 250 liters per second;

	 	 	 
	 	(c) 	
      In the event that the demand for water produced by the
      Desal Plant is in excess of 1,000 liters per second, White Mountain will
      work in good faith with Developer and provide necessary internal resources
      to obtain the necessary modifications to the EIS and other required
      permits to increase the volume of permitted intake of seawater into the
  Desal Plant; and



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	 	(d) 	
      Work in good faith with Developer to facilitate any other
      rights, contracts, and or other easements which may arise during the
      development of the Desal Plant as determined by Developer and White
      Mountain.




	3. 	
      Desal Plant Ownership:



3.1    
 Project Entity. In the event that Development Funding requires that
a new entity be created for the establishment of the Desal Plant (a “Project
Entity”), then the Parties agree to the ownership ratio in the Project
Entity as set forth in Section 3.2 of this Development Assignment. 

3.2     
Equity Split.

(a) In addition to the payments
made to Developer under the operative offtake agreement, the Developer and its
affiliates shall maintain at least an 80% interest in the Desal Plant
(“Developer Equity”). White Mountain shall receive no greater than 20%
interest in the Desal Plant (“White Mountain Equity”). The Parties agree
that the Equity Split may be structured in any manner determined appropriate by
the Developer and or its affiliates, in their sole discretion, which may
include, among other things, a direct equity interest in Desal Plant, an
interest in the profits of the Desal Plant, or any other interest which provides
Developer with a direct or indirect interest in the Desal Plant. 

(b) In the event that the Parties
determine that debt financing for the Desal Plant would be in the best interests
of all the Parties, Developer and White Mountain will negotiate in good faith to
determine an equity split which is within industry standards for such a debt
financed project. 

3.3     
White Mountain Water Provided by the Project Entity. As referenced in
Section 2.1(b), Parties shall establish a mutually agreed upon binding offtake
agreement to supply the mining operations at the Cerro Blanco Project with the
uninterrupted water supply required for commercial operation of the Cerro Blanco
Project. White Mountain will enter into a binding offtake agreement with the
Project Entity to purchase a minimum of 200 liters per second water from the
Desal Plant for use in its mining operations at the Cerro Blanco Project at
market prices or other preferred arrangement corresponding to the Development
Funding needs. 

3.4     
Developer Interests. In addition to any Equity Split in the Project
Entity, Developer shall also receive: 

	 	a) 	
      The same class and type of equity as White
    Mountain;

	 	 	 
	 	b) 	
      Customary drag-along and tag-along rights, such that it
      shall receive the right to exit on the same terms as White
  Mountain;

	 	 	 
	 	c) 	
      A right of first refusal in respect of any sale or
      transfer of White Mountain’s interest in the Project
  Entity;



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	 	d) 	
      The right to appoint at least one director, manager or
      equivalent position of the Project Entity, which individual shall have
      input with respect to business development issues;

	 	 	 
	 	e) 	
      Preemptive rights in respect of any new equity issued in
      the Project Entity, such that Developer will have the right to maintain
      its percentage equity ownership;

	 	 	 
	 	f) 	
      The right to approve material transactions relating to
      the Project Entity, including, without limitation, capital expenditures, a
      sale of all or substantially all of the assets of the Project Entity, any
      new issuance of equity of the Project Entity, any change in the rights of
      the terms of the equity granted to Developer, the creation of any class of
      equity of the Project Entity, and the admission of any new member or
      stockholder of the Project Entity; and

	 	 	 
	 	g) 	
      The ability to put its equity interest in the Project
      Entity to White Mountain or the Project Entity at a price equal to fair
      market value upon the occurrence of certain events, including a breach or
      violation by White Mountain of any of the terms set forth within this
      Development Assignment.




	4. 	
      Costs and Expenses.



4.1     
The Parties Expenses. Except as explicitly provided in this Development
Assignment, each of the Parties shall bear their own expenses incurred in
connection with the preparation, negotiation, execution and performance of this
Development Assignment, including the provision of the Development Rights
hereunder.

	5. 	
      Non-Solicitation of
Personnel.



During the Term of this
Development Assignment and for a period of one (1) year following its expiration
or termination, neither party shall directly approach, counsel, or attempt to
induce any person who is then an employee or independent consultant of the other
party to terminate his or her employment with or engagement by the other party,
or employ, engage or attempt to employ or engage any such person.
Notwithstanding the foregoing, both parties agree that each party may publicly
post job offerings in the normal course of business, and such posting and any
employment or engagement resulting therefrom shall not breach the above
prohibitions in this paragraph. 

	6. 	
      Non-Competition.



During the Term of this
Development Assignment and for a period of two (2) years following its
expiration or termination, White Mountain shall not, directly or indirectly,
own, manage, control, participate in, consult with, render services for, receive
any economic benefit from or exert any influence upon, or in any manner engage
in or represent any business within Latin America that is competitive with the
Developer. 

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	7. 	
      Confidential Information.



7.1    
 The Parties have an existing mutual nondisclosure agreement dated June 23,
2015 which is also incorporated into this Development Assignment. 

	8. 	
      Term.



This Development Assignment shall
continue in full force and effect for a period of forty-eight (48) months from
the Effective Date and shall automatically be extended for additional one (1)
year at the Developer’s sole discretion.

8.1     
Good Faith Duty within Term. During the Term of this Development
Assignment, the Parties agree that Developer shall only continue to have
Development Rights (i) as long as Developer continues to work and perform under
good faith and (ii) in the event that Developer does not perform under Section
1.2(a) of this Development Assignment by providing, arranging, or facilitating a
financial commitment for phase one for the Desal Plant and or the Project Entity
within eighteen (18) months of the Effective Date, the Developer shall not
maintain its Development Rights unless agreed to in writing by the
Parties. 

	9. 	
      Notice.



Any notices required or allowed
hereunder shall be in writing and given by registered air mail letter,
recognized international courier, or by email to the parties at the following
addresses or to such other address as may be furnished by one party to the
other: 

Developer: 

NEXO Water Ventures, LLC 
68
South Main St., 8th Floor 
Salt Lake City, UT 84101 
Attn: Andrew Sloop

asloop@nexocapitalpartners.com 

White Mountain: 

White Mountain Titanium
Corp
225 S. Lake Avenue, Suite 300
Pasadena, CA 9110 
Attn: Ron
Vance
ron@vancelaw.us 

	10. 	
      Independent Contractors.



This Development Assignment does
not create a principal or agent, employer or employee, partnership, joint
venture, or any other relationship except that of independent contractors
between the parties. Nothing contained herein shall be construed to create or
imply a joint venture, principal and agent, employer or employee, partnership,
or any other relationship except that of independent contractors between the parties, and
neither party shall have any right, power or authority to create any obligation,
express or implied, on behalf of the other in connection with the performance
hereunder. 

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	11. 	
      Authority.



Each of the Parties represents
and warrants that it has full organizational power and authority to enter into
this Development Assignment; that this Development Assignment is a binding and
enforceable obligation of such party, subject to bankruptcy, insolvency and
other laws affecting creditors’ rights generally; and that the individual
executing this Development Assignment on behalf of such party has all necessary
power and authority to bind such party as set forth herein. 

	12. 	
      Assignment.



This Development Assignment may
be transferred or assigned by Developer without the prior written consent of
White Mountain; either party, without written consent but with notice to the
other Party, may assign its rights and obligations under this Development
Assignment in connection with a transfer or sale of all or substantially all its
assets or to a successor entity or acquirer in the event of a merger,
consolidation or change of control of either party. 

	13. 	
      Entire Agreement.



This Development Assignment
constitutes the entire agreement and understanding between the Developer and
White Mountain with respect to the subject matter hereof and supersedes and
replaces all prior understandings and/or agreements with respect thereto. 

	14. 	
      Governing Law; Venue.



This Development Assignment shall
be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to its principles of conflicts of laws. The Parties
agree that the venue for any dispute, action or claim arising out of this
Development Assignment shall be the State of Utah and consent to submit to the
jurisdiction of any state or federal court located in the State of Utah in
connection with any such dispute, action or claim. 

	15. 	
      Counterparts; Facsimiles.



This Development Assignment may
be executed in any number of counterparts, but all of such counterparts together
shall constitute one and the same Development Assignment. Facsimile or
electronic PDF transmission of executed pages shall constitute valid execution
and delivery. 

IN WITNESS WHEREOF, the parties hereto have executed this
Development Assignment as of the date first above written. 

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	DEVELOPER 	 	WHITE MOUNTAIN 
	 	 	 
	By: 	/s/
      Andrew G. Sloop	 	By: 	/s/Michael P. Kurtanjek
	 	Name: Andrew G. Sloop 	 	 	Name: Michael P. Kurtanjek 
	 	Title: Partner 	 	 	Title: Interim Chief Executive Officer
  


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