Exhibit 10.1


 





THIS SECURITY AND THE SECURITIES ISSUABLE
UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


LI3 ENERGY, INC.

UNSECURED CONVERTIBLE PROMISSORY NOTE


 





	Principal Amount: $_______	 Issue Date: May 13, 2016







 


Li3 Energy, Inc., a
Nevada corporation (the “Company”), for value received, promises to pay to the order of ______________ or
its permitted assigns (the “Holder”), the principal sum of ____________ ($______) plus simple
interest at the rate of ten percent (10%) per annum, or such lesser rate of interest as may be required by applicable laws regulating
the legal rate of interest, on the Maturity Date (defined below), to the extent the principal and interest have not previously
been converted into common stock of the Company pursuant to Section 5 hereof.


 


1.           Maturity. This Note shall mature and the entire outstanding principal amount, together with all interest
accrued under this Note, shall be due and payable on the date that is one (1) year from the date hereof (the “Maturity
Date”) unless this Note, prior to such date, has been converted into shares of common stock of the Company pursuant to
Section 5 hereof.


 


2.           Payment of Principal and Interest. Interest on the Note shall accrue, beginning from the date hereof,
at an interest rate of 10% per annum (the “Interest Rate”) and shall accrue until the Note is converted or the
Maturity Date. All payments are to be made at the address of Holder set forth under Section 17(i) of this Note or at such other
place as Holder designates to the Company in writing. Interest under this Note shall be computed on the basis of a 365-day year.
Interest shall be paid in cash or restricted shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”),


 


3.           Prepayment. Subject to conversion of this Note pursuant to Section 5, this Note may be prepaid in whole
or in part at any time by the Company prior to the Maturity Date, without penalty. Any prepayment shall be first applied against
any accrued and unpaid interest and then to reduce the amount of principal due under this Note. In the event of a prepayment, the
Holder will have the right to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into
fully-paid and non-assessable restricted shares of common stock of the Company at the Conversion Price (defined below), pursuant
to Section 5.


  


4.           Waiver of Presentment. The Company hereby expressly waives demand and presentment for payment, notice
of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit
and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment
of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect
to the collection of any amount called for hereunder.


  


5.           Conversion of Note. This Note may be converted into shares of common stock of the Company (the “Conversion
Shares”) as set forth below.


 


		a.	Conversion by the Holder. At any time prior to the Maturity Date, the Holder shall have
the right to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and
non-assessable restricted shares of common stock of the Company at the Conversion Price. The number of such shares of common stock
that Holder shall be entitled to receive, and shall receive, upon such conversion shall be determined by dividing the amount of
unpaid principal and accrued interest under this Note so being converted by the Conversion Price, with interest computed as of
the Voluntary Conversion Date (defined below). The Holder’s election to convert this Note, in whole or in part, shall be
irrevocable.



  



     


     


    




 


The Holder shall exercise its right
of conversion by forwarding the original Note, together with a Notice of Conversion, in the form attached hereto as Exhibit A,
signed by the Holder, to the Company to notify the Company that the Holder is exercising its right to convert all or part of the
unpaid principal and accrued interest due under this Note into restricted shares of common stock of the Company. The effective
date of the conversion pursuant to this Section 5(a) shall be the date the Company receives the Notice of Conversion or the original
Note (or if the original Note has been lost or destroyed, an affidavit of Holder certifying to such loss or destruction), whichever
is later (such later date, being referred to herein as the “Voluntary Conversion Date”). Within five
(5) business days of the Voluntary Conversion Date, the Company shall issue and deliver, or cause to be issued and delivered to
the Holder, a certificate or certificates for the number of shares due to the Holder.


  


		b.	Wealth Minerals Ltd. Transaction; Automatic Conversion; Failure of Transaction to Close; Change
of Terms to Transaction. If the Company consummates a merger, share exchange, asset sale or the like (collectively, referred
to as the “Sale”) with Wealth Minerals Ltd., the unpaid principal and accrued interest owing under this Note, in whole
or in part, shall automatically convert into fully-paid and non-assessable restricted shares of common stock of the Company at
the Conversion Price at the closing of the Sale. If the Sale does not occur, thereafter if the Company enters into any other debt
transaction prior to this Note being paid in full (through conversion or otherwise), the Holder shall have the right to approve
such debt transaction. Such approval such be in proportion to the principal amount of the Note with other Note Holders that have
executed Notes with the Company as part of this series of financings (collectively, the “Financing”) and shall
only require approval from a majority of the principal amount of the Financing. In addition, during the period that this Note is
outstanding, if the Company enters into any debt transaction whereby the conversion price is lower than the Conversion Price set
forth herein below, the Conversion Price of this Note shall be reduced so that it equals such lower conversion price.



  


The Sale is presently contemplated
to provide that the Company’s shareholders shall receive 50% of the combined companies after the Sale (hereinafter referred
to as the “Sales Proportion”). If the Sales Proportion changes whereby the Company receives 40% or less of the Combined
Companies, the Conversion Price hereinafter defined in Section 5.c. shall be reduced to $0.0100. 


 


If the Sale does not occur and
the Company enters into another potential transaction (hereinafter referred to as the “New Transaction”) similar to
the Sale, the Company and Holder shall negotiate, in good faith, similar terms set forth above taking into consideration the fact
that the New Transaction may not be on the same terms and conditions as the Sale. 


 


		c.	Conversion Price. Subject to adjustment as provided below, the “Conversion Price”
shall equal $0.0125 per share.



  


		d.	Partial Conversion. If the Holder elects to convert only a portion of the unpaid principal
and accrued interest owing under this Note, the Company shall issue and deliver, or cause to be issued and delivered to the Holder,
a new note of like tenor for the remaining unpaid principal and accrued interest of this Note. The Holder and the Company shall
maintain records showing the principal and interest so converted and the dates of such conversions.



  


		e.	Stock Certificates. Upon conversion into common stock, the Company shall issue and deliver
to Holder, or to Holder’s nominee or nominees, a certificate or certificates representing the number of restricted shares
of common stock to which Holder shall be entitled as a result of conversion as provided herein. The certificate shall bear the
following legend:



  


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO
SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND STATE SECURITIES LAWS IS
AVAILABLE.”






     


     


    

  


		f.	Adjustment for Stock Splits and Combinations. If the Company, at any time while this Note
is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its common stock or any
other equity or equity equivalent securities payable in shares of common stock, (B) subdivides outstanding shares of common stock
into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of common stock into
a smaller number of shares, or (D) issues by reclassification of shares of the common stock any shares of capital stock of the
Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of common
stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares
of common stock outstanding after such event. Any adjustment made pursuant to this section shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or reclassification.



  


		g.	Effect of Conversion. Upon conversion of this Note in full in the manner provided
by this Section 5, this Note shall be deemed fully satisfied and cancelled.



  


		h.	Disputes. In the event of a dispute as to the number of shares of common stock issuable
to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of common
stock not in dispute and resolve such dispute in accordance with Section 13.



 


6.             No Rights as Stockholder. This Note does not entitle Holder to voting rights or any other right as a shareholder
of the Company prior to the conversion hereof.


 


7.             Event of Default. An “Event of Default” shall exist if any of the following conditions or
events shall occur and be continuing:


 


a.                  
Notice, written or oral, to the Holder of the Note, including by way of public announcement or through any of its agents,
at any time, of its intention not to comply with a request for conversion of the Note into shares of common stock that is tendered
in accordance with the provisions of the Note;


 


b.                  
The Company defaults in the performance of or compliance with its obligations under this Note or the Subscription Agreement
and such default has not been cured for thirty (30) days after written notice of default is given to the Company;


 


c.                   
Any representation or warranty made by or on behalf of the Company in this Note, or the Subscription Agreement proves to
have been false or incorrect in any material respect on the date as of which made, and such condition has not been cured for sixty
(60) Business Days after written notice of default is given to the other party;


 


d.                  
The Company (i) admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer
or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy,
for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee
or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated
as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing;


 



     


     


    




 


e.                   
A court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company,
a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part
of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition
in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the
dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against such party and such petition
shall not be dismissed within six (6) months; or  


 


f.                   
A final judgment or judgments for the payment of money in excess of $500,000 are rendered against the Company, which judgments
are not, within six (6) months after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within six
(6) months after the expiration of such stay.


 


8.             Remedies Following an Event of Default. Upon occurrence of an Event of Default defined in subsection (a) to (f)
of Section 7, this Note and all accrued interest to the date of such default shall, at the option of the Holder, and following
any applicable cure period shall immediately become due and payable without presentment, protest or notice of any kind, all of
which are waived by the Company.


 


9.             Vote to Issue, or Change the Terms of, the Note. The written consent of the Holder shall be required for
any change or amendment to any of the Note.


 


10.           Transfer. This Note and any shares of common stock issued upon conversion of this Note may not be offered,
sold, assigned or transferred by the Holder without the consent of the Company.


 


11.           Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its
articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action
as may be required to protect the rights of the Holder of this Note


 


12.           Payment of Collection, Enforcement and Other Costs. If (a) this Note is placed in the hands of an attorney
for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to
collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization,
receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note,
then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such
bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.


 


13.           Dispute Resolution. In the case of a dispute as to the arithmetic calculation of the Conversion Price
or number of Conversion Shares to be issued (the “Conversion Amount”), the Company shall submit the disputed
determinations or arithmetic calculations via facsimile within one (1) Business Day of receipt, or deemed receipt, of the Conversion
Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation within one (1) Business Day of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within one Business Day submit via facsimile the disputed arithmetic calculation
of the Conversion Price or Conversion Amount to the Company’s independent, outside accountant. The Company shall cause the
accountant to perform the determinations or calculations and notify the Company and the Holder of the results no later than five
(5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination
or calculation shall be binding upon all parties absent demonstrable error. The party whose calculation is furthest from the accountant’s
determination or calculation, shall be obligated to pay the fees and expenses of such accountant.


 


14.           Loss, Theft or Destruction of Note. Upon receipt by the Company of evidence reasonably satisfactory to
the Company of the loss, theft or destruction of this Note and of indemnity or security reasonably satisfactory to the Company,
the Company shall make and deliver a new Note that shall carry the same rights to interest (unpaid and to accrue) carried by this
Note, stating that such Note is issued in replacement of this Note, dated as of the original date of issuance of this Note (and
any successor hereto), in lieu of this Note.


 



     


     


    




 


15.           Cancellation. After this Note has been converted or all principal and other amounts at any time owed on
this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation
and shall not be reissued.


 


16.           Severability. Every provision of this Note is intended to be severable. If any term or provision hereof
is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.


 


17.           Miscellaneous.


 


(a)            No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon
the conversion of this Note. In lieu of any fractional shares to which Holder otherwise would be entitled, the Company shall round
up to the nearest whole share.


 


(b)            Governing Law and Jurisdiction. The terms and provisions hereof shall be construed in accordance with and governed
by the laws of the State of New York. Any dispute which may arise between the parties arising out of or in connection with this
Note shall be adjudicated before a court of competent jurisdiction in the State of New York located in the City of New York and
they hereby submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan
with respect to any action or legal proceeding commenced by any party and irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is
an inconvenient forum.


 


(c)            Compliance with Usury Laws. The Company and Holder intend to comply with all applicable usury laws. In fulfilling
this intention, all agreements between the Company and Holder are expressly limited so that the amount of interest paid or agreed
to be paid to Holder for the use, forbearance, or detention of money under this Note shall not exceed the maximum amount permissible
under applicable law.


 


If for any reason payment
of any amount required under this Note shall be prohibited by law, then the obligation shall be reduced to the maximum allowable
by law. If for any reason Holder receives as interest an amount that would exceed the highest lawful rate, then the amount which
would constitute excessive interest shall be applied to the reduction of the principal of this Note and not to the payment of interest.
If any conflict arises between this provision and any provision of any other agreement between the Company and Holder, then this
provision shall control.


 


(d)            Legal Representation. Holder agrees and represents that such party has been represented by such party's own legal
counsel with regard to all aspects of this Note, or if such party is acting without legal counsel, that such party has had adequate
opportunity and has been encouraged to seek the advice of such party's own legal counsel prior to the execution of this Note.


 


(e)            Restrictions. Holder acknowledges that all shares of common stock acquired upon the conversion of this Note shall
be subject to restrictions on resale imposed by state and federal securities laws.


 


(f)             Assignment. Subject to restrictions on resale imposed by state and federal securities laws, Holder may assign this
Note or any of the rights, interests or obligations hereunder, by operation of law or otherwise, in whole or in part, to any person
or entity so long as such assignee agrees to be bound by the terms and conditions of the agreement (including the representations
and warranties of the Holder therein). Effective upon any such assignment, the person or entity to whom such rights, interests
and obligations are assigned shall have and exercise all of Holder’s rights, interests and obligations hereunder as if such
person or entity were the original Holder of this Note.


 


(g)            Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not
form part of, or affect the interpretation of, this Note.


 



     


     


    




 


(h)            Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless
it is in writing and signed by an authorized representative of the waiving party. 


 


(i)            Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under
or by reason of the provisions of this Note shall be in writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal
delivery service), (ii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such
delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iii) if delivered by facsimile
or electronic transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if
sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the
sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot
be delivered because of a changed address of which no notice was given (in accordance with this Section 17(i)), or the refusal
to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second
business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests,
instructions and other communications will be addressed to the parties hereto as follows:


 





	 	To the Company: 	Li3 Energy, Inc.
	 	 	Matias Cousiño 82, Of 806
	 	 	Santiago de Chile, 8320269
	 	 	Chile
	 	 	 
	 	To Holder: 	At the address set forth on the signature page hereto or at such other place as
	 	 	Holder designates to the Company in writing.







  


 


[Signature page follows]


 




     


     


    


 


 


IN WITNESS WHEREOF,
Li3 Energy, Inc. has caused this Unsecured Convertible Promissory Note to be executed by its officer thereunto duly authorized.





 


	 	LI3 ENERGY, INC.
	 	 
	 	 	 
	 	By: 	/s/ Luis Saenz
	 	 	Name: Luis Saenz
	 	 	Title:   Chief Executive Officer







 


 


 




     


     


    


 


 


EXHIBIT A


 


NOTICE OF CONVERSION BY HOLDER


 


 


 


Li3 Energy, Inc.





Matias Cousiño 82, Of 806





Santiago de Chile, 8320269





Chile


 


This Notice
(the “Notice”) is being provided to inform Li3 Energy, Inc., a Nevada corporation (the “Company”), that
the undersigned (the “Holder”) irrevocably elects to convert the unpaid principal and accrued interest set forth below
owed by the Company under the Unsecured Convertible Promissory Note dated May 13, 2016 (the “Note”), into restricted
shares of common stock of the Company as provided in Section 5 of the Note. The conversion shall be effective as of the Voluntary
Conversion Date, as defined in the Note.


 


The number
of restricted shares of common stock of the Company to which the Holder shall be entitled to receive shall be determined by dividing
(i) the amount of unpaid principal and accrued interest that the Holder hereby elects to convert, as set forth below, by (ii) the
Conversion Price as provided in Section 5 of the Note. The Holder shall receive a stock certificate of Li3 Energy, Inc., representing
the number of restricted shares of common stock due to the Holder upon conversion.


 


Effective
as of the Voluntary Conversion Date, subject to the Company’s receipt of the original Note, the Note is cancelled and terminated
only as to the amount of principal and accrued interest set forth below. If the Holder has elected to convert only a portion of
the unpaid principal and accrued interest due under the Note, the Company shall issue and deliver, or cause to be issued and delivered
to the Holder, a new note of like tenor for the remaining unpaid principal and accrued interest of the Note.


 


Date:


 


Signature


 


Print Name


 


Address:


 


Principal to be converted: $_____________________________





Accrued interest to be converted: $_______________________





Conversion Price: $___________________________________





Number of Shares of Common Stock
to be





Issued upon Conversion:_______________________________


 



     


     


    




  


EXHIBIT B


 


NOTICE OF CONVERSION BY
COMPANY


 


This Notice (the “Notice”)
is being provided to inform you that Li3 Energy, Inc., a Nevada corporation (the “Company”), has completed a Mandatory
Conversion Event, as such term is defined in the Unsecured Convertible Promissory Note dated May 13, 2016 (the “Note”),
and has irrevocably elected (the “Mandatory Conversion Decision”) to convert the amount of unpaid principal and accrued
interest set forth below owing to you under the Note into restricted shares of common stock of the Company as provided in Section
5 of the Note. The conversion shall be effective as of the date written below (the “Mandatory Conversion Date”).


 


Upon your receipt of
this Notice, please surrender the original Note to the Company within the next thirty (30) days (or if the original Note has been
lost or destroyed, please provide an affidavit certifying to such loss or destruction).


 


As a result of the
Mandatory Conversion Decision, enclosed herein is a stock certificate of Li3 Energy, Inc., representing the number of restricted
shares of common stock due to you as a result thereof. The Company calculated the number of restricted shares of common stock of
the Company to which you are entitled to receive by dividing (i) the amount of unpaid principal and accrued interest that the Company
hereby elects to convert, as set forth below, by (ii) the Conversion Price, as provided in Section 5 of the Note.


 


Following the Mandatory
Conversion Date, the Note shall be cancelled and terminated only as to the amount of principal and accrued interest set forth below.
If the Company has elected to convert only a portion of the unpaid principal and accrued interest due under the Note, the Company
shall issue and deliver, or cause to be issued and delivered to you, a new note of like tenor for the remaining unpaid principal
and accrued interest of the Note.


 


Date:


 


	 	 	 
	 	By:	 
	 	Title:	 


 


Principal to be converted: $______________________________





Accrued interest to be converted: $________________________





Conversion Price: $____________________________________





Number of Shares of Common Stock
to be





Issued upon Conversion:_______________________________


Mandatory Conversion Date: ____________________________