Exhibit
4.29


 


 


 


MEMORANDUM
OF UNDERSTANDING


 


This
Memorandum of Understanding (“MOU”) is made and entered into as of September 22nd, 2022;


 


Between:


 


LG
Energy Solution, Ltd. (“LGES”)


 


And


 


Snow
Lake Resources Ltd., 


d/b/a
Snow Lake Lithium (“LITM”)


 


WHEREAS
whereas LITM is in the process of establishing a lithium mine in Snow Lake, Manitoba. With access to 97%+ renewable power source
through Manitoba Hydro, LITM intends to construct a fully electric mine, from a renewable source, to provide the cleanest lithium to
power North America’s future. 


 


AND
WHEREAS LGES is a Korean battery manufacturer of lithium-ion batteries for a wide range of applications such as electric vehicles,
smart devices, wireless home appliances, and energy storage systems. As the market for electric vehicles continues to grow, LGES is constantly
expanding its production capacity and searching for trusted partners to provide the necessary resources.


 


AND
WHEREAS the parties intend to explore the opportunity to establish a business relationship as set out herein to provide clean lithium-ion
battery power to the North American market.


 


		1.	Purpose
                                            and Scope:



 


The
purpose of this MOU is to identify the intended areas of potential business collaboration between LITM and LGES to enhance strategic
cooperation in the following areas:


 


		(a)	The
LITM’s spodumene concentrates project in Manitoba Canada (“LITM’s Project”);



 


		(b)	Collaboration
on a lithium hydroxide plant to be constructed and operated in the Province of Manitoba; and



 


		(c)	Supply
of spodumene concentrate form LITM’s Project or lithium hydroxide produced from integrated processing the plant in Manitoba.



 


	 	www.SnowLakeLithium.com	 
	Legal Address	 	Mailing Address
	 	 	 
	242 Hargrave St #1700, 
 Winnipeg, MB R3C 0V1

                                   Canada
	 	Snow Lake Resources ltd 
 PO Box 126 Simcoe Ont N3Y

                                   4K8



 






    


     


    

 


 


 


		2.	Expected
Advantages of Partnering:



 


With
the North American demand for lithium increasing and the need for manufacturer’s electric automobiles to secure a reliable source
of lithium batteries becoming ever more apparent, LITM has entered into the feasibility studies stage of the extraction project and is
moving quickly towards production to meet this demand and the further demand created by the green energy era.


 


LITM
has access to a substantial deposit of the resource to produce lithium. At the time of LITM’s IPO in November 2021, LITM announced
a resource of 11.1Mt indicated and inferred resource at 1% Li2O which could produce 160,000t / yr of 6% concentrate. This
is sufficient to supply 20,000t of Li2CO3 or LiOH. which has the potential to provide batteries for the production
of 2.5m cars annually in North America. LITM has been drilling and expanding its resource and expects to announce a much larger resource
by January 2023.


 


LITM’s
resource is ideally located with access to existing railway infrastructure to easily transport its product to end users. In addition,
LITM’s lithium mine and associated hydroxide plant will have access to clean hydro-electric power which is critical to supply the
green energy market.


 


LITM
will reserve production capacity for LGES in the amount of 160,000t / yr of 6% concentrates or 20,000t of Li2CO3
or LiOH starting in 2025 for 10 years on the condition that LGES fulfill an obligation as an partner. By combining resources and expertise,
LGES/LITM will be able to quickly and efficiently bring “green” lithium-ion batteries to market.


 


		3.	Understandings:



 


LITM
and LGES will work together in good faith to explore opportunities for all stakeholders involved (LGES, LITM, shareholders, local community,
regional suppliers, etc.) to create a world class mine and hydroxide plant within the given environmental, social, economical responsibilities
of all parties.


 


		4.	Duration:



 


This
MOU will be effective for three (3) years from the effective start date unless otherwise extended by written agreement between the parties.
Either party may terminate the MOU earlier for any reason at any time upon delivery to the other party of at least 30 days prior written
notice of termination.


 





	 	www.SnowLakeLithium.com	 
	Legal Address	 	Mailing Address
	 	 	 
	242 Hargrave St #1700, 
 Winnipeg, MB R3C 0V1

                                   Canada
	 	Snow Lake Resources ltd 
 PO Box 126 Simcoe Ont N3Y

                                   4K8



 






    2


     


    

 


 


 


		5.	Non-Binding
                                            Effect:



 


Except
for Sections 6 and 7, which shall be binding, this MOU does not create any legally binding obligations, and simply constitutes an expression
of good faith intent to mutually cooperate on matters of common interest.


 


 


		6.	Confidentiality:



 


Neither
party will disclose either the fact that discussions are taking place concerning a possible transaction between the parties, or any details
of such discussions without first obtaining the prior written consent of the other party. This requirement is in addition to the parties’
obligations under the Non-Disclosure Agreement, dated May 10th, 2022.


 


		7.	Governing
                                            Law:



 


The
binding provisions of this MOU are governed by the laws of Singapore. All disputes arising out of or in connection with this MOU shall
be finally settled by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules
of the Singapore International Arbitration Centre. The arbitration award shall be final and binding, and a judgment consistent therewith
may be entered by any court of competent jurisdiction. The arbitrator shall not have the power to render an award of punitive damages.


 


		8.	Effective
                                            Date and Signature:



 


This
MOU shall be effective upon the signature of representatives of both parties.


 





	 	www.SnowLakeLithium.com	 
	Legal Address	 	Mailing Address
	 	 	 
	242 Hargrave St #1700, 
 Winnipeg, MB R3C 0V1

                                   Canada
	 	Snow Lake Resources ltd 
 PO Box 126 Simcoe Ont N3Y

                                   4K8



 






    3


     


    

 


 


 


Signatures:


 


LG
Energy Solution, Ltd. 


 


	By:	/s/ Dong Soo Kim	 	Date: 	September 22, 2022
	Name: 	Dong Soo Kim	 	 	 
	Title: 	Senior Vice President, Procurement Center Leader	 	 	 


 


 


Snow
Lake Resources Ltd., 


d/b/a
Snow Lake Lithium


 


	By: 	/s/ Philip Gross	 	Date:	September 22, 2022
	Name:  	Philip Gross	 	 	 
	Title: 	CEO	 	 	 


 





	 	www.SnowLakeLithium.com	 
	Legal Address	 	Mailing Address
	 	 	 
	242 Hargrave St #1700, 
 Winnipeg, MB R3C 0V1

                                   Canada
	 	Snow Lake Resources ltd 
 PO Box 126 Simcoe Ont N3Y

                                   4K8



 


 


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