Unassociated Document


    March
12th,
2010

    


    LI
ENERGY 3 INC.,

    Av. Pardo
y Aliaga 699 Of. 802

    San
Isidro, Lima

    Perú

    Attn:  Luis
Saenz, Chief Executive Officer

    


    Re.:
SHARE PURCHASE AGREEMENT OFFER

    


    Dear
Sirs,

    


    The
purpose of this letter is to submit to you an offer of a “SHARE PURCHASE AGREEMENT” (the
“Offer” and the
“Agreement”,
respectively) to be entered into by LI3 ENERGY, INC. on one side,
and BEATRIZ SILVIA VAZQUEZ
NISTICO and DANIEL BORIS
GORDON, on the other side.

    


    This
Offer will be considered as fully accepted if LI3 Energy Inc. delivers an
acceptance letter duly signed by
its representative, in substantially the same terms attached hereto as
APPENDIX B (the “Acceptance Letter”,) within 1 day from the reception of the
present letter.

    


    Once the
Offer is accepted:

    


    
      	
               
      

            	
              (i)

            	
              the
      Agreement will be governed by the terms and conditions set forth in the
      APPENDIX A
      attached to this Offer, and,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Mr.
      Claudio Antonio Larotonda and Mrs. Marbeglys Josefina Arcaya –as spouses
      of BEATRIZ SILVIA VAZQUEZ NISTICO and DANIEL BORIS GORDON respectively-
      shall furnish to LI3 Energy Inc. with written evidence of the granting of
      their consent to the Agreement in the terms of Section 1277 of the
      Argentine Civil Code in substantially the same terms attached hereto as
      APPENDIX C (the
      “Spouses’
      Consent”).

            


    

    


    Yours
sincerely,

    


    
      
        
          
            	
                    /s/ Beatriz Silvia Vásquez
      Nistico

                  
	
                    Beatriz
      Silvia Vásquez Nistico

                  
	 
      
	
                    /s/ Daniel Boris Gordon

                  
	
                    Daniel
      Boris Gordon

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ACCEPTANCE
LETTER

     

    March
12th, 2010

    


    BEATRIZ
SILVIA VAZQUEZ NÍSTICO

    DANIEL
BORIS GORDON

    Reconquista
1016 4th.
Floor

    C1003ABV
Buenos Aires

    Argentina

    


    Re:
ACCEPTANCE
LETTER

    


    Dear
Sir,

    


    We hereby
fully accept your SHARE
PURCHASE AGREEMENT OFFER sent through the letter dated March 12th,
2010.

    


    Yours
Sincerely,

    


    LI3
ENERGY, INC.

    


    
      
        	
                Per:

              	
                /s/ Luis Saenz

              
	 
      	
                Name:  Luis
      Saenz

              
	 
      	
                Title:  CEO

              


      

    

    I
have the authority to bind the Corporation


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    APPENDIX
A

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      

    

     

    SHARE
PURCHASE AGREEMENT

     

    Among


     

    LI3
ENERGY, INC.

     

    - and
-

     

    BEATRIZ
SILVIA VAZQUEZ NÍSTICO

     

    and
-


     

    DANIEL
BORIS GORDON


     

    Dated
as of March 12, 2010

    
       

      
        


        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

    

    Table of
Content

     

    
      
        
          	
                  1.

                	
                  INTERPRETATION

                	 
      	
                  2

                
	
                  1.1

                	
                  Definitions

                	 
      	
                  2

                
	
                  1.2

                	
                  Other
      Terms

                	 
      	
                  4

                
	
                  1.3

                	
                  Other
      Definitional Provisions

                	 
      	
                  4

                
	
                  2.

                	
                  SALE
      AND PURCHASE

                	 
      	
                  4

                
	
                  2.1

                	
                  Sale
      and Purchase

                	 
      	
                  4

                
	
                  2.2

                	
                  Allocation
      of payments

                	 
      	
                  4

                
	
                  2.3

                	
                  Bank
      Account

                	 
      	
                  5

                
	
                  2.4

                	
                  Closing

                	 
      	
                  5

                
	
                  2.5

                	
                  Pledge

                	 
      	
                  5

                
	
                  3.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF SELLERS

                	 
      	
                  5

                
	
                  3.1

                	
                  Organization,
      etc

                	 
      	
                  5

                
	
                  3.2

                	
                  Authority
      to Perform and Execute the Agreement

                	 
      	
                  5

                
	
                  3.3

                	
                  Ownership
      of Shares

                	 
      	
                  5

                
	
                  3.4

                	
                  No
      conflicto

                	 
      	
                  5

                
	
                  3.5

                	
                  Rights
      Relating to Purchased Shares

                	 
      	
                  6

                
	
                  3.6

                	
                  Capitalization;
      No Liens

                	 
      	
                  6

                
	
                  3.7

                	
                  Subsidiaries

                	 
      	
                  6

                
	
                  3.8

                	
                  Financial
      Information

                	 
      	
                  6

                
	
                  3.9

                	
                  Changes.
      Etc

                	 
      	
                  6

                
	
                  3.10

                	
                  Taxes

                	 
      	
                  7

                
	
                  3.11

                	
                  Compliance

                	 
      	
                  7

                
	
                  3.12

                	
                  Consents
      and Approvals

                	 
      	
                  7

                
	
                  3.13

                	
                  Litigation.
      Etc

                	 
      	
                  7

                
	
                  3.14

                	
                  Employee
      Benefit Matters

                	 
      	
                  8

                
	
                  3.15

                	
                  Labor
      Matters.

                	 
      	
                  8

                
	
                  3.16

                	
                  Voting
      and Other Agreements

                	 
      	
                  8

                
	
                  3.17

                	
                  Brokers

                	 
      	
                  8

                
	
                  3.18

                	
                  Properties

                	 
      	
                  8

                
	
                  3.19

                	
                  Environmental
      Matters

                	 
      	
                  8

                
	
                  3.20

                	
                  Insurance

                	 
      	
                  9

                
	
                  3.21

                	
                  Intellectual
      Property

                	 
      	
                  9

                
	
                  3.22

                	
                  Master
      Option Agreement

                	 
      	
                  9

                
	
                  3.23

                	
                  Mining
      Representations

                	 
      	
                  10

                
	
                  4.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

                	 
      	
                  10

                
	
                  4.1

                	
                  Organization,
      etc

                	 
      	
                  11

                
	
                  4.2

                	
                  Authority
      to Perform and Execute the Agreement

                	 
      	
                  11

                
	
                  4.3

                	
                  No
      Conflict

                	 
      	
                  11

                
	
                  4.4

                	
                  Consents
      and Approvals

                	 
      	
                  11

                
	
                  4.5

                	
                  Absence
      of Litigation

                	 
      	
                  11

                
	
                  4.6

                	
                  Financing

                	 
      	
                  11

                
	
                  5.

                	
                  CERTAIN
      COVENANTS

                	 
      	
                  11

                
	
                  5.1

                	
                  Taxes

                	 
      	
                  11

                
	
                  5.2

                	
                  Conduct
      of Business Prior to the Closing

                	 
      	
                  11

                
	
                  5.3

                	
                  Due
      diligence

                	 
      	
                  12

                
	
                  5.4

                	
                  Books
      and Records

                	 
      	
                  12

                
	
                  5.5

                	
                  Confidentiality

                	 
      	
                  12

                
	
                  5.6

                	
                  Authorizations;
      Consents and Notices

                	 
      	
                  13

                
	
                  5.7

                	
                  Mining
      Covenants

                	 
      	
                  13

                
	
                  6.

                	
                  CONDITIONS
      TO THE CLOSING

                	 
      	
                  13

                
	
                  6.1

                	
                  Bring
      Down Representations, Warranties and Covenants

                	 
      	
                  13

                
	
                  6.2

                	
                  Delivery
      of Closing Documentation

                	 
      	
                  14

                
	
                  6.3

                	
                  Amendment
      to the Company’s Estatuto

                	 
      	
                  14

                
	
                  6.4

                	
                  Transfer
      of Mining Properties

                	 
      	
                  14

                
	
                  6.5

                	
                  Category
      of Minerals

                	 
      	
                  14

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  6.6

                	
                  Satisfaction
      with Due Diligence

                	 
      	
                  14

                
	
                  6.7

                	
                  Closing
      of Master Option Agreement

                	 
      	
                  14

                
	
                  6.8

                	
                  Bring
      Down Representations and Warranties by Purchasers

                	 
      	
                  14

                
	
                  6.9

                	
                  Non-Performance
      of Conditions

                	 
      	
                  14

                
	
                  7.

                	
                  INDEMNIFICATION

                	 
      	
                  15

                
	
                  7.1

                	
                  Indemnification
      by Sellers.

                	 
      	
                  15

                
	
                  7.2

                	
                  Indemnification
      Procedures; Third Party Claims

                	 
      	
                  15

                
	
                  7.3

                	
                  Indemnification
      by the Purchaser

                	 
      	
                  16

                
	
                  8.

                	
                  MISCELLANEOUS

                	 
      	
                  16

                
	
                  8.1

                	
                  Survival
      of Representations and Warranties: Severability

                	 
      	
                  16

                
	
                  8.2

                	
                  Waivers
      and Amendments

                	 
      	
                  16

                
	
                  8.3

                	
                  Notices.
      Etc

                	 
      	
                  16

                
	
                  8.4

                	
                  Dispute
      Resolution

                	 
      	
                  16

                
	
                  8.5

                	
                  Governing
      Law

                	 
      	
                  17

                
	
                  8.6

                	
                  Successors
      and Assigns, etc

                	 
      	
                  17

                
	
                  8.7

                	
                  Spousal
      Consents

                	 
      	
                  17

                
	
                  8.8

                	
                  Entire
      Agreement

                	 
      	
                  17

                
	
                  8.9

                	
                  Severability

                	 
      	
                  18

                
	
                  8.10

                	
                  Titles
      and Subtitles

                	 
      	
                  18

                
	
                  8.11

                	
                  Delays
      or Omissions

                	 
      	
                  18

                
	
                  8.12

                	
                  Expenses

                	 
      	
                  18

                
	
                  8.13

                	
                  Disclosure
      Supplements

                	 
      	
                  18

                
	
                  8.14

                	
                  Future
      Performance

                	 
      	
                  18

                
	 
      	 
      	 
      	 
      
	 
      	
                  Schedule
      “(c)” - Evidence of Assignment and Consent

                	 
      	 
      
	 
      	
                  Schedule
      “1.1(a)1” - Mining Rights Purchase Agreement

                	 
      	 
      
	 
      	
                  Schedule
      “1.1(a)2” – Properties

                	 
      	 
      
	 
      	
                  Schedule
      “2.2” - Sellers shareholding

                	 
      	 
      
	 
      	
                  Schedule
      “2.3” - Sellers bank account

                	 
      	 
      
	 
      	
                  Schedule
      “2.5” – Pledge

                	 
      	 
      
	 
      	
                  Schedule
      “3.8” - Financial Information

                	 
      	 
      
	 
      	
                  Schedule
      “3.9” – Changes

                	 
      	 
      
	 
      	
                  Schedule
      “3.10” – Taxes

                	 
      	 
      
	 
      	
                  Schedule
      “3.11” - Operating Approvals

                	 
      	 
      
	 
      	
                  Schedule
      “3.12” - Consents and Approvals

                	 
      	 
      
	 
      	
                  Schedule
      “3.13”- Litigation

                	 
      	 
      
	 
      	
                  Schedule
      “3.15”- Labor Matters

                	 
      	 
      
	 
      	
                  Schedule
      “3.18” – Properties

                	 
      	 
      
	 
      	
                  Schedule
      “3.19(b)” - Environmental Claims

                	 
      	 
      
	 
      	
                  Schedule
      “8.3” - Contact Detail

                	 
      	 
      


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SHARE
PURCHASE AGREEMENT

     

    THIS AGREEMENT is made as of
the 12 day of March, 2010 (the "Effective
Date")

     

    AMONG:

     

    LI3
ENERGY INC.,

    a
corporation formed under the laws of Nevada

     

    (hereinafter
called "Purchaser")
ON THE FIRST PART and –

     

    
      	
               
      

            	
              -

            


    

    BEATRIZ
SILVIA VAZQUEZ NÍSTICO

    an
individual ordinarily residing in Argentina

     

    (hereinafter
called "Nístico")
ON THE SECOND PART and –

     

    
      	
               
      

            	
              -

            


    

    DANIEL
BORIS GORDON,

    an
individual ordinarily residing in Argentina

     

    (hereinafter
called "Gordon")
ON THE THIRD PART

     

    RECITALS

     

    
      	
               
      

            	
              (a)

            	
              Nístico
      and Gordon (each a “Seller”
      and collectively, the "Sellers") beneficially own all
      of the issued and outstanding shares of Notoenergy S.A. (the “Company”),
      where the Company beneficially owns a one hundred percent (100%) interest
      in the Properties (as defined herein) known as the Cauchari brines,
      located in Puna, Argentina; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Puna
      Litihium Corporation (“Puna”)
      entered into a letter of intent dated November 23rd,
      2009 with Lacus Minerals S.A. (“Lacus”),
      and the Sellers (the "Letter
      of Intent"), where the Sellers
      granted to Puna an option to acquire all of the issued and outstanding
      shares of the Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Puna
      and Purchaser entered, on the date hereof, into an assignment agreement,
      pursuant to which Puna assigned to Purchaser, Puna’s rights and
      obligations under the Letter of Intent, subject to the terms and
      conditions set forth thereunder, and the Sellers have provided their
      consent to such assignment, as evidenced in Schedule
      “(c)” hereto.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Sellers
      and Purchaser have decided to terminate the Letter of Intent, and have
      agreed that all rights and obligations between them will be governed by
      the terms and conditions set forth in this Agreement, provided that all
      terms and conditions set forth in the Letter of Intent will be superseded
      by the terms and conditions set forth
herein.

            


    

     

    
      	
               
      

            	
              (e)

            	
              As
      a result of above and subject to the prior occurrence of the execution and
      closing of a certain master option agreement entered on the date hereof by
      and between Lacus and Purchasers (the “Master
      Option Agreement”), Purchaser wishes to acquire one hundred percent
      (100%) of the issued and outstanding shares of the Company (the "Purchased
      Shares")
      and, as a result, a one hundred percent (100%) interest in the Properties,
      pursuant and subject to the terms and conditions of this
      Agreement.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    NOW THEREFORE THIS AGREEMENT
WITNESSES THAT, in consideration of the premises and mutual covenants and
agreements herein set forth, the parties hereto hereby agree as
follows:

     

    SECTION 1
INTERPRETATION

     

    
      	
              1.1

            	
              Definitions.  Unless
      the context otherwise requires, in this Agreement, the following terms
      shall have the meanings set out
below:

            


    

     

    “Affiliate”
means with respect to any Person at any time, any other Person that, directly or
indirectly, through one or more intermediaries controls, is controlled by or is
under common control with such Person. For the purpose of this definition,
"control"
(including the terms "controlling", "controlled by" and "under common control
with"), as used with respect to any Person shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by contract, agency or otherwise.

     

    “Agreement”
means this Share Purchase Agreement, including the recitals herein and the
schedules hereto, all as amended from time to time.

     

    “Applicable
Laws” means all
federal, provincial, territorial, municipal and local Laws (statutory or
common), rules, resolutions, ordinances, regulations, grants, concessions,
franchises, licenses, orders, directives, judgments, decrees, and other
governmental restrictions, including permits and other similar requirements,
whether legislative, municipal, administrative or judicial in nature, including
Environmental Laws, which are applicable to the Parties and the Properties,
regardless of whether or not in existence or enacted or adopted hereafter;
provided, however, nothing in this definition is intended to make Laws
applicable to the Parties during periods when the Laws are not applicable by
their terms or the timing of their enactment.

     

    “Argentine
GAAP” means Generally Accepted Accounting Principles in Argentina as
recommended in the handbook of the Argentine Institute of Chartered
Accountants.

     

    “Closing"
has the meaning ascribed thereto in Section
2.4 of this Agreement.

     

    “Closing
Date" has the meaning ascribed thereto in Section
2.4 of this Agreement.

     

    “Company”
has the meaning ascribed thereto in Recital
(a) of this Agreement.

     

    “Dispute”
has the meaning ascribed thereto in Section
8.4(a) of this Agreement.

     

    "Effective
Date" has the meaning ascribed thereto in the heading of this
Agreement.

     

    "Estatutos" means with respect to
any corporate entity, the by-laws of such corporate entity.

     

    “First
Category of Minerals” means the category and
minerals identified under Section 3 of the Argentinean Mining Code.

     

    “Gordon”
means Daniel Boris Gordon.

     

    “Initial
Purchase Price” has the meaning ascribed thereto in Section
2.1(a) of this Agreement.

     

    "Knowledge
of a Seller" or "to a
Seller's knowledge" means, with respect to matters relating to a Seller,
the actual knowledge of the relevant Seller with respect to such matters and, in
the case of any matters relating to the Company, the actual knowledge, after due
inquiry, of any of the current directors.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Lacus”
has the meaning ascribed thereto in Recital
(b) of this Agreement.

     

    "Letter of
Intent" has the
meaning ascribed thereto in Recital
(b) of this Agreement.

     

    "Lien"
means any mortgage, pledge or other encumbrance having the effect of
constituting a security interest.

     

    "Losses"
has the meaning ascribed thereto in Section
7.1(a) of this Agreement.

     

    “Master
Option Agreement” has the meaning ascribed thereto in Recital
(e) of this Agreement.

     

    "Material
Adverse Change" "Material
Adverse Effect" means any change in, or effect on, the Company that is
materially adverse to the results of operations or the financial condition of
the Company, taken as a whole, after giving effect to this Agreement and the
transactions contemplated hereby.

     

    “Mining
Authority” means the Mining Court of the Province of Salta.

     

    "Mining
Fees" means fees to be paid under the Properties’ files, as requested by
Section 213, 215, 216 and any other relevant section of the Argentinean Mining
Code.

     

    “Mining
Rights Purchase Agreement” means the mining rights
purchase agreement attached hereto as Schedule
“1.1(a)1”, entered into by and between the Recorded Owners and the
Company -by means of pubic deed- on February 22nd, 2010,
pursuant to which the Company acquired the Properties from the Recorded Owners
for the consideration established therein. This deed reflects the exact content
of the private document executed by and between the Recorded Owners and the
Company on November 18th,
2009.

     

    “Nístico”
means Beatriz Silvia Vázquez Nístico.

     

    "Operating
Approvals" has the meaning ascribed thereto in Section
3.11 of this Agreement.

     

    "Person"
means any natural person, corporation, association, partnership, organization,
business, firm, joint venture, trust, unincorporated organization or any other
entity or organization, including a government or any political subdivision,
department or agency of any government.

     

    “Pesos”
or “$”
means the currency of Argentina which at the relevant time is legal tender for
the payment of public or private debts.

     

    “Properties”
means those mining properties identified in Schedule
“1.1(a)2” hereto, which were acquired by the Company from the Recorded
Owners under the Mining Rights Purchase Agreement.

     

    “Puna”
has the meaning ascribed thereto in Recital
(b) of this Agreement.

     

    "Purchased
Shares" has the
meaning ascribed thereto in Recital
(e) of this Agreement.

     

    "Purchase
Price" has the meaning ascribed thereto in Section
2.1 of this Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Purchaser”
means LI3 Energy, INC.

     

    “Recorded
Owners” means
Daniel Boris Gordon and Claudio Larotonda.

     

    “Remaining
Purchase Price” has the meaning ascribed thereto in Section
2.1(b) of this Agreement.

     

    "Request"
has the meaning ascribed thereto in Section
8.4(a) of this Agreement.

     

    “Second
Category of Minerals” means the category and
minerals identified under Section 4 of the Argentinean Mining Code.

     

    "Sellers" has the meaning ascribed
thereto in Recital
(a) of this Agreement.

     

    "Taxes"
means all taxes, charges, fees, levies or other assessments, including without
limitation, all net income, gross income, ad valorem, value added,
turnover, transfer, franchise, profits, license, withholding, payroll,
employment, excise, estimated, severance, stamp, occupation, property or other
taxes, customs duties, fees, assessments or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts imposed by any Argentine tax authories, including any local
taxing authority and any political subdivision, instrumentality, agency or
similar body of any Argentine or local tax authorityies.

     

    "Tax
Returns" means all returns, declarations, reports, estimates, information
returns and statements and other documents of, relating to, or required to be
filed in respect of any and all Taxes.

     

    “U.S.
dollars” or “US$” means the
currency of the United States of America which at the relevant time is legal
tender for the payment of public or private debts.

     

    
      	
              1.2

            	
              Other
      Terms. Other terms
      may be defined elsewhere in the text of this Agreement and, unless
      otherwise indicated, shall have such meaning throughout this
      Agreement.

            


    

     

    
      	
              1.3

            	
              Other
      Definitional Provisions. The words "hereof", "herein" and
      "hereunder" and words of similar import, when used in this Agreement,
      shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement. The terms defined in the singular shall have
      a comparable meaning when used in the plural, and vice
    versa.

            


    

     

    SECTION 2 – SALE AND
PURCHASE

     

    
      	
              2.1

            	
              Sale
      and Purchase. Upon the
      terms and subject to the conditions of this Agreement, Sellers will sell
      to the Purchaser and the Purchaser will purchase from Sellers on the
      Closing Date
      (as defined below) the Purchased Shares, for an aggregate amount of US$300,000.00 (the
      "Purchase
      Price"), payable as follows, subject to the conditions set forth in
      Section
      6:

            


    

     

    
      	
               
      

            	
              (a)

            	
              $200,000.00 as of
      Effective Date (the “Initial
      Purchase Price”);

            


    

     

    
      	
               
      

            	
              (b)

            	
              $100,000.00 as of
      Closing Date (the “Remaining
      Purchase Price”).

            


    

     

    
      	
              2.2

            	
              Allocation
      of payments. The Purchase Price shall be allocated between the
      Sellers pro rata to their respective ownership interests in the Company,
      as set forth in Schedule
      “2.2” hereto.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              2.3

            	
              Bank
      Account. Payment of the Purchase Price shall be done in immediately
      available funds, by wire transfer to the account(s) indicated in Schedule
      “2.3” hereto.

            


    

     

    
      	
              2.4

            	
              Closing.
      Upon the terms and subject to the conditions of this Agreement, the
      purchase and sale of the Purchased Shares shall take place at the offices
      of HOLT Abogados, located at Av. Santa Fe 1592, 4th
      Floor, Buenos Aires, Argentina at 10:00 a.m. (Buenos Aires, Argentine
      time) at a closing (the "Closing")
      on the date on which all the conditions to the Closing set forth in Section
      6 have
      been satisfied or waived, but in any event the Closing Date shall be no
      later than 90 days following the Effective Date, or at such other time and
      place as Sellers and the Purchaser may mutually agree upon in writing (the
      day on which the Closing takes place being hereinafter referred to as the
      "Closing
      Date").

            


    

     

    Upon the
terms and subject to the conditions of this Agreement, at the Closing, Sellers
shall take such actions as may be necessary under Applicable Law for the Company
to register the Purchased Shares in the Purchaser's name and Purchaser shall pay
the Seller the Remaining Purchase Price.

     

    
      	
              2.5

            	
              Pledge.
      Sellers agree to, as of Effective Date, pledge all the Purchase Shares in
      favour of Purchaser until Closing takes place, in the terms and conditions
      set forth in Schedule
      “2.5” hereof.

            


    

     

    SECTION 3 - REPRESENTATIONS AND
WARRANTIES OF SELLERS

     

    Each
Seller hereby severally and jointly with each other represents and warrants to
the Purchaser as of the date hereof and as of the Closing Date as
follows:

     

    
      	
              3.1

            	
              Organization,
      etc. The Company
      is a corporation duly organized and validly existing under the laws of
      Argentina and has all requisite corporate power and authority to conduct
      its business and enter into this
transaction

            


    

     

    
      	
              3.2

            	
              Authority
      to Perform and Execute the Agreement. Seller has
      all requisite right, power and authority and full legal capacity to enter
      into this Agreement, to carry out its obligations hereunder and to
      consummate the transactions contemplated hereby. The execution and delivery of
      this Agreement by Seller and the consummation by Seller of the
      transactions contemplated hereby have been duly authorized by all
      necessary action on the part of Seller, and no other proceedings
      (corporate or otherwise) on its part are necessary to authorize this
      Agreement or to consummate the transactions contemplated hereby. This
      Agreement has been duly executed and delivered by Seller and assuming the
      due authorization, execution and delivery by the Purchaser, constitutes
      the legal, valid and binding obligation of Seller enforceable against it
      in accordance with its terms.

            


    

     

    
      	
              3.3

            	
              Ownership
      of Shares. Seller owns
      the shares set forth opposite its name on Schedule
      “2.2” and has good and marketable title to such shares, free and
      clear of all Liens. Upon delivery to the Purchaser of the Purchased Shares
      and registration of the transfer of the Purchased Shares on the Company's
      Shareholders' Book and payment of the Purchase Price by the Purchaser as
      herein provided, the Purchaser will receive good and marketable title to
      such Purchased Shares, free and clear of all
  Liens.

            


    

     

    
      	
              3.4

            	
              No
      conflict. The
      execution, delivery and performance of this Agreement by Seller or the
      consummation of the transactions contemplated hereby do
  not

            


    

     

    
      	
               
      

            	
              (a)

            	
              conflict
      with or violate any Applicable Law applicable to Seller or the Company,
      and

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              conflict
      with, or result in a breach of or default under, any terms or conditions
      of the Estatutos
      or other organizational documents of Seller and the
      Company.

            


    

     

    
      	
              3.5

            	
              Rights
      Relating to Purchased Shares. Neither of the Sellers nor any other
      third party has any right of first refusal or preemptive rights in
      connection with the sale of the Purchased
  Shares.

            


    

     

    
      	
              3.6

            	
              Capitalization;
      No Liens.

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      the issued and outstanding capital stock of the Company consists of 60,000
      shares of common stock par value each of $1. All the Purchased Shares have
      been duly authorized and are fully paid and non assessable. All the issued
      and outstanding Purchased Shares are held by each shareholder and in such
      amounts as set forth in Schedule
      “2.2”.

            


    

     

    
      	
               
      

            	
              (b)

            	
              There
      are no outstanding rights, plans, options, warrants, calls, conversion
      rights or any obligations, agreements, arrangements or commitments of any
      character, either firm or conditional (including without limitation
      pursuant to uncapitalized capital contributions) obligating the Company to
      issue, deliver or sell, or cause to be issued, delivered or sold, any
      shares of capital stock or any securities exchangeable for, or convertible
      into, shares of capital stock of the Company or obligating the Company to
      grant, extend or enter into any such agreement, arrangement, requirement
      or commitment or providing for the right on the part of any shareholder to
      subscribe for such shares.

            


    

     

    
      	
              3.7

            	
              Subsidiaries.
      The Company has no subsidiaries.

            


    

     

    
      	
              3.8

            	
              Financial
      Information.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      audited consolidated balance sheet for the Company dated as of June
      30th,
      2009 and the related statements of income prepared in accordance with
      Argentine GAAP with only such deviations from Argentine GAAP as are
      referred to in the notes to the Company's financial statements, are set
      forth hereto as Schedule
      “3.8”.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      books and records of the Company have been maintained in accordance with
      Argentine GAAP and otherwise in a manner customary in the industry sector
      in Argentina. Also, the Company's practices with respect to such books and
      records are in accordance in all material respects with the Company's
      policies and procedures.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Company has not declared any dividends or distributions to shareholders
      with respect to the Purchased Shares since June 30th
      2009.

            


    

     

    
      	
              3.9

            	
              Changes.
      etc. Except as
      provided in Schedule
      “3.9”, since June 30, 2009 until the day
  hereof

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Company has been operated  consistent with past practice,
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              there
      has been no change in the business, condition (financial or otherwise),
      affairs, operations, assets or properties of the Company, other than
      changes in the ordinary course of business, consistent with the past
      practice, which would not, either individually or in the aggregate,
      constitute a Material Adverse
Change.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              3.10

            	
              Taxes.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as set forth in Schedule
      “3.10” and such matters that would not have a Material Adverse
      Effect, the Company has within the time and in the manner prescribed by
      Applicable Law (including the right to legally benefit loss carried
      forward schemes), paid all Taxes (and filed on a timely basis all Tax
      Returns required to be filed, which Tax Returns were true, complete and
      correct) that are due and payable on or prior to the Closing Date,
      including any such Taxes due and payable pursuant to the terms of all Tax
      Returns, filed with the corresponding authorities on a timely basis in
      respect of all periods on or prior to the Closing Date; provided, however, this
      representation and warranty shall not be deemed to be breached due to the
      imposition of any Retroactive Tax. Retroactive Tax shall mean any Tax due
      or claimed pursuant to any Applicable Law enacted after the date of this
      Agreement in respect of any period on or prior to the Closing Date,
      including any interpretation or change in interpretation of any Applicable
      Law with respect to any Tax existing or in effect on or prior to the
      Closing Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              There
      are no liens for Taxes upon the assets of any of the Company except liens
      for Taxes not yet due and payable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Except
      as set forth in Schedule
      “3.10” (which shall set forth the nature of the proceeding, the
      type of return, the deficiencies proposed or assessed including the amount
      thereof and the taxable year in question) no audits or other
      administrative proceedings, examinations, or court proceedings are
      presently pending against the Company with regard to any Taxes or Tax
      Returns.

            


    

     

    
      	
              3.11

            	
              Compliance. Except as
      would not have a Material Adverse Effect or as provided for in Schedule
      “3.11”, the Company has or has obtained or made all material
      permits, approvals, authorizations, registrations, qualifications and
      filings with and under all Argentine Applicable Laws, authorities and
      agencies that are required to enable it to carry on its prospective
      business in the future (the "Operating
      Approvals"), and all such Operating Approvals are in full force and
      effect with respect to the Company and no suspension of them in
      writing.

            


    

     

    
      	
              3.12

            	
              Consents
      and Approvals. Except as provided in Schedule
      “3.12”, no consent, approval or authorization of, or declaration of
      filing with, any governmental, judicial or regulatory authority on the
      part of the Company or Seller is required for the valid execution and
      delivery of this Agreement and the consummation of the transactions
      contemplated hereby by Sellers.

            


    

     

    
      	
              3.13

            	
              .Litigation.
      etc. Except as set
      forth in Schedule
      “3.13”, there is no suit, claim, action, proceeding or
      investigation pending or, to the Seller's Knowledge, threatened, including
      without limitation by any third party, government or governmental agency
      which either individually or in the aggregate, if adversely determined to
      the Company is likely to result in a Material Adverse Change or in any
      impairment of the right or ability of the Company to carry on its business
      as purported to be conducted and none which questions the validity of this
      Agreement or any action taken or to be taken in connection herewith.
      Except as set forth in Schedule
      “3.13” the Company is not
      a party or subject to the provisions of any order, injunction, judgment or
      decree of any court or government agency or instrumentality (other than
      government decrees of general applicability) which may reasonably be
      expected to adversely affect its prospective businesses; there is no
      action, suit, proceeding or investigation by the Company currently pending
      or which the Company intends to initiate which may reasonably be expected
      to result in a Material Adverse
Change.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              3.14

            	
              Employee
      Benefit Matters. There are no
      material bonus, stock option, stock purchase, incentive, deferred
      compensation, retiree medical or life insurance, supplemental retirement,
      severance or other related employee benefit plans, programs or
      arrangements, and all material employment or compensation agreements, in
      each case for the benefit of, or relating to, current employees and former
      employees of the Company.

            


    

     

    
      	
              3.15

            	
              Labor
      Matters. Schedule
      “3.15” lists as of the date of this Agreement any collective
      bargaining agreement or other labor union contract applicable to persons
      employed by the Company. There are no grievances outstanding against the
      Company under any such agreement or contract which would have a Material
      Adverse Effect and there are no strikes, slowdowns, work stoppages,
      lockouts, or threats thereof, by or with respect to any employees of such
      Company which would have a Material Adverse
  Effect.

            


    

     

    
      	
              3.16

            	
              Voting
      and Other Agreements. There are no
      stockholder agreements, voting trusts, proxies or other similar agreements
      or understandings in effect with respect to the voting or transfer of any
      of the Purchased Shares.

            


    

     

    
      	
              3.17

            	
              Brokers.
      No broker, finder or investment banker is entitled to any brokerage,
      finder's or other fee or commission in connection with the transactions
      contemplated by this Agreement based upon arrangements made by or on
      behalf of the Sellers.

            


    

     

    
      	
              3.18

            	
              Properties. Except as
      provided in Schedule
      “3.18”, the Company has goods and marketable title and the right of
      possession to all real properties

            


    

     

    
      	
              3.19

            	
              Environmental
      Matters

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      the purposes of this Agreement:

            


    

     

    
      	
               
      

            	
              (i)

            	
              "Environmental
      Matters" means any matter arising out of, relating to or resulting
      from pollution, protection of the environment and human health or safety,
      health or safety of the public or employees, sanitation, and any matters
      relating to emissions, discharges, releases or threatened releases of
      environmentally relevant materials or otherwise arising out of, resulting
      from or relating to the presence, manufacture, packaging, labeling,
      processing, distribution, use, generation, treatment, storage, disposal,
      transport or handling or exposure to environmentally relevant materials or
      arising out of, resulting from, or relating to compliance with
      Environmental Laws.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              "Environmental
      Costs" means, without limitation, any costs of investigation,
      remediation, removal, or other response actions, losses liabilities,
      obligations, payments, damages (including, but not limited to, bodily
      injury, death or property damage), civil or criminal fines or penalties,
      costs of shutdown, diminution in operations, product withdrawals or
      discontinuance of distribution of products (including, but not limited to,
      direct or indirect damages), judgments, settlements, interest, costs and
      expenses (including attorney's fees and costs) arising out of, relating to
      or resulting from any Environmental
Matter.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              "Environmental
      Laws" means, without limitation any Argentine Applicable Law
      governing Environmental Matters (including without limitation prescribed
      work practices, and technical or other standards issued by competent
      organizations which relate to Environmental Matters), as the same have
      been or may be amended from time to time, including any law providing any
      right or remedy with respect to Environmental Matters, and all applicable
      judicial and administrative decisions, orders, and decrees relating to
      Environmental Matters.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iv)

            	
              "Environmental
      Permits" means permits, licenses, authorizations, certificates,
      registrations and other governmental consents and
    approvals.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      Seller's Knowledge, the operations and activities of the Company, comply
      in all applicable Environmental Laws and, except as provided in Schedule
      “3.19(b)” there are no claims, notices, civil, criminal or
      administrative actions, suits, hearings, investigations, penalty
      assessments, inquiries or proceedings pending, asserted or, to the
      Seller's Knowledge, threatened by any governmental or other entity that
      are based on or related to any Environmental Matters including, without
      limitation, the violation of any Environmental Laws or the violation of or
      the failure to have any required Environmental Permits. To Seller's
      Knowledge, there are presently no outstanding judgments, decrees or orders
      of any court or governmental or administrative agency against or affecting
      the Company arising from, relating to or resulting from Environmental
      Matters.

            


    

     

    
      	
              3.20

            	
              Insurance.
      The Company is, insured with reputable insurers against all risks normally
      insured against by companies of the same type and in the same line of
      business as required under Applicable Law, all of the insurance policies
      or bonds maintained by them are in full force and effect, all premiums due
      and owing thereunder through the date hereof have been paid in full, and
      all material claims under such insurance have been filed in due and timely
      fashion. To Seller's Knowledge, such insurance coverage is generally in
      such form and amounts as is customarily maintained by prudent business
      persons engaged in the same or similar lines of
  business.

            


    

     

    
      	
              3.21

            	
              Intellectual Property.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company owns or possesses valid and binding licenses and other rights to
      use all patents, trade secrets, trade names, trademarks, inventions and
      processes used in its business, and it has not received any notice or
      claim with respect thereto that asserts the rights of others with respect
      thereto.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      the Sellers' Knowledge, the use by the Company of the trade names,
      trademarks or logos in a manner consistent with past practice will not
      result in the infringement of the rights of any third party as of the
      Closing Date.

            


    

     

    
      	
              3.22

            	
              Master
      Option Agreement. The Sellers expressly acknowledge
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Sellers
      have been provided with a copy of the executed version of the Master
      Option Agreement, and Sellers expressly acknowledge herein that closing
      under the Master Option Agreement is subject to certain conditions
      detailed in Section
      12 of the Master Option Agreement, which Sellers represent to know
      and accept.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Purchaser
      would not have entered into this Agreement if Sellers had not accepted to
      subject Closing hereunder to the closing under the Master Option
      Agreement, since for Purchaser the purchase of the Purchased Shares
      hereunder without the Master Option Agreement being in force is of no
      interest.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              3.23

            	
              Mining
      Representations

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company is, as of the Effective Date, the sole beneficial owner of the
      Properties, as evidenced in the Mining Right Purchase Agreement.
      Notwithstanding the foregoing, as of the date hereof the transfer of
      ownership of the Properties from the Recorded Owners to the Company has
      not been recorded under the mining
files.

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      concessions of the Properties:

            


    

     

    
      	
               
      

            	
              (i)

            	
              were
      validly issued,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              are
      registered before the Mining Authority as indicated in Section
      3.23(a)
      above,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              are
      presently in good standing, including with respect to the payment of all
      Mining Fess, taxes and duties and the filing of all assessment reports
      required to date, subject to compliance with Applicable Laws of Argentina
      in connection therewith, and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              are
      presently free and clear of any Liens or
  encumbrances;

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      operations on the Properties by the Company have been in compliance with
      all Applicable Laws, including but not limited to mining, labour and
      taxation laws and Environmental Laws and there are no outstanding work
      orders or actions to be taken under Argentine legal requirements in
      respect of the Properties;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Company has the rights to explore the Properties and neither the Company
      nor the Sellers have been served with any notice of any adverse claims
      against any of the Properties;

            


    

     

    
      	
               
      

            	
              (e)

            	
              to
      the best Sellers’ knowledge the surfaces properties are fiscal
      lands;

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      the best Sellers’ knowledge, information and belief, the Properties do not
      lie within any protected area, rescued area, reserve, reservation,
      reserved area or special needs lands as designated by any governmental
      entity having jurisdiction, that would materially impair the development
      of a mining project on such lands;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      the best of Sellers’ knowledge, information and belief, the Properties do
      not lie within any border or frontier zone as designated by any
      governmental entity, that would have an impact on any foreign individual
      or company directly or indirectly controlled by a foreign company, that
      would acquire the Properties; and

            


    

     

    
      	
               
      

            	
              (h)

            	
              Sellers
      have made available to Purchaser all material information in its
      possession or control relating to work done on or with respect to the
      Properties, provided that Purchaser is not aware of any material facts or
      circumstances that have not been disclosed to Purchaser and that should be
      disclosed to prevent the representations and warranties contained in this
      Section
      3.23
      from being misleading.

            


    

     

    SECTION 4 - REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER

     

    The
Purchaser represents and warrants to Sellers as of the date hereof and as of the
Closing Date as follows:


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              4.1

            	
              Organization,
      etc. The Purchaser
      is a company duly organized, validly existing and in good standing under
      the laws of Nevada, USA. The Purchaser has all requisite corporate power
      and authority to own and operate its properties and to carry on its
      business as now conducted.

            


    

     

    
      	
              4.2

            	
              Authority
      to Perform and Execute the Agreement. The Purchaser has all
      requisite right, power and authority and full legal capacity to enter into
      this Agreement, to carry out its obligations hereunder and to consummate
      the transactions contemplated hereby. The execution and delivery of this
      Agreement, by the Purchaser and the consummation by the Purchaser of the
      transactions contemplated hereby have been duly authorized by all
      necessary action on the part of the Purchaser, and no other proceedings
      (corporate or otherwise)-on its part are necessary to authorize this
      Agreement or to consummate the transactions contemplated hereby and
      thereby. This Agreement has been, duly executed and delivered by the
      Purchaser and constitutes legal, valid and binding obligations of the
      Purchaser enforceable against the Purchaser in accordance with its
      terms.

            


    

     

    
      	
              4.3

            	
              No
      Conflict. The
      execution, delivery and performance of this Agreement by the Purchaser or
      the consummation of the transactions contemplated hereby do not and will
      not:

            


    

     

    
      	
               
      

            	
              (a)

            	
              conflict
      with or violate any Applicable Law to the Purchaser
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              conflict
      with, or result in a breach of or default under, any terms or conditions
      of the by-laws or other organizational documents of the
      Purchaser.

            


    

     

    
      	
              4.4

            	
              Consents
      and Approvals. No consent,
      approval, authorization or other action by, or filing with or notification
      to, any third party or any governmental, judicial or regulatory authority
      on the part of the Purchaser is required for the valid execution and
      delivery of this Agreement and the consummation by the Purchaser of the
      transactions contemplated hereby.

            


    

     

    
      	
              4.5

            	
              Absence
      of Litigation. There are no
      claims, actions, proceedings (including any workout, Chapter 11 or
      bankruptcy proceeding) or investigations pending or threatened against the
      Purchaser or any of its Affiliates, or any of its or their assets or
      properties, before any court, arbitrator or administrative, governmental
      or regulatory authority which seek to delay or prevent the consummation of
      the transactions contemplated hereby or which would be reasonably likely
      to adversely affect or restrict the Purchaser's ability to consummate the
      transactions contemplated hereby.

            


    

     

    
      	
              4.6

            	
              Financing.
      At Closing, the Purchaser will have all funds necessary to satisfy all of
      its obligations hereunder and to consummate the transactions contemplated
      by this Agreement on the terms set forth herein, and its ability to
      consummate such transactions is not dependent or conditional upon
      receiving of financing from any third
party.

            


    

     

    SECTION 5 - CERTAIN
COVENANTS

     

    
      	
              5.1

            	
              Taxes. If applicable, any
      stamp Taxes (impuesto de
      sellos) payable in connection with the execution and delivery of,
      and the consummation of the transactions contemplated by this Agreement,
      shall be promptly paid by both
parties.

            


    

     

    
      	
              5.2

            	
              Conduct
      of Business Prior to the Closing. Except as consented to by the
      Purchaser or as otherwise contemplated by this Agreement, the Sellers
      jointly and severally agree as
follows:

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              From
      the date hereof through the Closing Date, each Seller will cause the
      Company to (i) preserve substantially intact the business organization of
      the Company,

            


    

     

    
      	
               
      

            	
              (b)

            	
              Prior
      to the Closing, each Seller will cause the Company to refrain from
      amending its organizational or governing documents (except as provided
      under in Section
      6.3) or merge or consolidate, or obligate itself to do so, with or
      into any other entity.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Prior
      to the Closing, each Seller will cause the Company to comply with and to
      refrain from (i) changing its accounting methods, principles or practices
      (other than such changes required by Argentine GAAP or applicable
      governmental regulations), (ii) establishing or increasing any bonus,
      insurance, severance, deferred compensation, pension, retirement, profit
      sharing, stock option (including, without limitation, the granting of
      stock options, stock appreciation rights, performance awards, or
      restricted stock awards), stock purchase or other employee benefit plan,
      or otherwise increasing the compensation payable or to become payable to
      any officers or key employees of the Company, or (iii) entering into any
      material employment or severance agreement with any of its employees or
      establishing, adopting, entering into or amending any collective
      bargaining agreement except as may be required by Applicable
      Law.

            


    

     

    
      	
              5.3

            	
              Due
      diligence. Sellers shall
      timely deliver to Purchaser all requested information, documentary or
      otherwise, as necessary for purposes of conducting a comprehensive due
      diligence by Purchaser regarding the Company in relation to this
      Agreement. The Sellers shall cause the Company to permit the Purchaser and
      its employees, agents, counsel and accountants or other representatives,
      between the date hereof and the Closing, without interference to the
      ordinary conduct of the business, to have free and unrestricted access
      during normal business hours to the premises and personnel of the Company,
      to all the books, accounts, records and other data of the Company
      (including, without limitation, all corporate, accounting and tax records,
      guarantees, agreements, title documentation, surveys, minute books, share
      certificate books, tax returns and related correspondence, and financial
      statements of the Company) and to the properties and assets of the
      Company, and to furnish to Purchaser such financial and operating data and
      other information with respect to the business, legal condition,
      properties and assets of the Company as Purchaser may from time to time
      consider necessary or desirable to enable confirmation of the matters
      represented, warranted and covenanted herein. Without limiting the
      generality of the foregoing, it is agreed that the accounting
      representatives of Purchaser shall be afforded ample opportunity to make a
      full investigation of all aspects of the financial affairs of the
      Company

            


    

     

    
      	
              5.4

            	
              Books
      and Records. If after
      Closing has taken place and in order properly to prepare documents
      required to be filed with governmental or regulatory authorities or its
      financial statements, it is necessary that the parties hereto or any
      successors be furnished with additional information relating to the
      Company and such information is in the possession of another party hereto,
      such party agrees to use its reasonable efforts to furnish such
      information to such other party, at the cost and expense of the party
      being furnished such information.

            


    

     

    
      	
              5.5

            	
              Confidentiality. Following the
      Closing, each Seller shall maintain, and cause its Affiliates to maintain,
      the confidentiality of all confidential information in its possession
      relating to or affecting the Company; provided, however, that
      the foregoing shall not prohibit any disclosure of such confidential
      information which is or becomes publicly available other than as a result
      of disclosure by the Sellers or is required by Applicable Law or legal
      process or is required or requested by regulatory or other governmental
      authorities or stock exchange.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      	
              5.6

            	
              Authorizations;
      Consents and Notices. Each party
      hereto will use its reasonable efforts to obtain or cause the Company to
      obtain all authorizations, consents, orders and approvals of and provide
      all requisite notices to all Argentine and foreign governmental or
      regulatory authorities and officials that may be or become necessary for
      the performance of its obligations under this Agreement and consummation
      of the transactions contemplated herein and will cooperate fully with the
      other party in promptly seeking to obtain all such
      authorizations, consents, orders and approvals. The parties hereto will
      not take any action that reasonably can be expected to have the effect of
      delaying, impairing or impeding the receipt of any required
      authorizations, consents, orders or approvals. The Purchaser and the
      Sellers will consult, from time to time, regarding the status of obtaining
      all authorizations and consents.

            


    

     

    
      	
              5.7

            	
              Mining
      Covenants: During the period comprised between Effective Date and
      Closing Date, Sellers shall cause the Company
  to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Duties and Obligations
      of the Company.
      (i) keep the Properties in good standing by the doing and filing,
      or payment in lieu thereof, of all necessary assessment work and payment
      of all taxes required to be paid and by the doing of all other acts and
      things and the making of all other payments required to be made which may
      be necessary in that regard; and (ii) conduct all work on or with respect
      to the Properties in a careful and minerlike manner and in accordance with
      the Applicable Laws of the jurisdiction in which the Properties are
      located

            


    

     

    
      	
               
      

            	
              (b)

            	
              Amendment of Category
      of Minerals. make all relevant efforts in order to have the
      category of mineral as evidenced in the mining files related to the
      Properties amended in order to reflect that in such Properties there have
      been indications of "lithium" and therefore, the concessions should be
      related to First Category of Minerals and not only Second Category of
      Minerals.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Access and Exploration
      Works. grant to Purchaser the irrevocable right to access the
      Properties as form the Effective Date (unless termination of the
      Agreement) to conduct exploration works giving Sellers prior written
      notice. The right to access the Properties shall also comprise Purchaser’s
      officers, agents, employees and independent
  contractors

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notices. provide the Purchaser
      with copies of all notices and other documents it receives in respect of
      the Properties by any Person.

            


    

     

    SECTION 6 – CONDITIONS TO THE
CLOSING

     

    The
obligation of the Purchaser to pay the Remaining Purchase Price and receive the
Purchased Shares at the Closing shall be subject, exclusively, to the
fulfillment or waiver by the Purchaser prior to or at the Closing Date of the
following conditions:

     

    
      	
              6.1

            	
              Bring
      Down Representations, Warranties and Covenants. Sellers shall
      furnish Purchaser with a certificate signed by Sellers, dated as of the
      Closing Date confirming the truth and accuracy, in all material respects
      of Sellers’ representations and warranties as set out in this Agreement,
      on and as of the Closing Date, and that the covenants and agreements of
      Sellers to be observed and performed at or before the Closing pursuant to
      this Agreement have been duly observed and performed in all material
      respects

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	
              6.2

            	
              Delivery
      of Closing Documentation. At the
      Closing, the Sellers shall deliver to Purchaser the following
      documents:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Notices
      issued by each Seller in the terms of section 215 of Law n° 19,550 and the
      pertinent registration in the shareholders’ registry
  book.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Share
      Certificates of the Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Books,
      seals and any other corporate and accounting books or records of the
      Company, including but not limited to corporate minute books and stock
      ledger books.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Resignations
      of the members of the board of directors of the Company, and their
      resignations to receive any retribution and severance
    payment.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Originals
      of all powers of attorney issued.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      other relevant documentation

            


    

     

    
      	
              6.3

            	
              Amendment
      to the Company’s Estatuto.
      The Company will have amended its Estatuto and registered
      such amendments with the relevant agency in order to be entitled to
      perform mining activities in Argentina and therefore be eligible to own
      mining rights and mining
properties.

            


    

     

    
      	
              6.4

            	
              Transfer
      of Mining Properties: The Company shall be the sole and registered
      owner of the Properties. For purposes of evidencing such extent, the
      Sellers shall furnish Purchaser
with:

            


    

     

    
      	
               
      

            	
              (a)

            	
              an
      opinion dated the Closing Date, from counsel for the Sellers in such form
      as is satisfactory to Purchaser, such opinion to confirm that as of the
      Closing Date the mining claims comprising the Properties have been validly
      located and recorded in accordance with all Applicable Laws and the
      Company is the sole recorded and beneficial owner of the Properties,
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      certificate issued by the Mining Authorities evidencing that the
      Properties are in good standing, have been registered in favour of Lacus,
      compliy with all mining obligations (“regimen de amparo”) and
      are free and clear of all Liens, charges, and
  encumbrances

            


    

     

    
      	
              6.5

            	
              Category
      of Minerals. Sellers shall
      provide Purchaser with sufficient evidence that Sellers have complied with
      the covenant set forth in Section
      5.7(b) hereof.

            


    

     

    
      	
              6.6

            	
              Satisfaction
      with Due Diligence. Purchaser shall have completed due diligence to
      its full satisfaction.

            


    

     

    
      	
              6.7

            	
              Closing
      of Master Option Agreement. Closing under the Master Option
      Agreement, in the terms set forth in Section
      12 thereof.

            


    

     

    
      	
              6.8

            	
              Bring
      Down Representations and Warranties by Purchasers. Purchaser
      shall furnish the Sellers with a certificate signed by Purchaser, dated as
      of the Closing Date confirming the truth and accuracy, in all material
      respects of Purchaser’ representations and warranties as set out in this
      Agreement, on and as of the Closing
Date.

            


    

     

    
      	
              6.9

            	
              Non-Performance
      of Conditions.  In the event that any of the conditions
      set forth in this Section
      6 of this Agreement shall not be fulfilled and/or performed at or
      before the Closing Time, the defaulting Party will be subject to a daily
      penalty of US$1,000.00.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    Notwithstanding
the foregoing, the non-defaulting Party may terminate this Agreement by notice
in writing to the defaulting Party and the non-defaulting Party shall thereupon
be released from all obligations under this Agreement, and the non-defaulting
Party may refer the matter to arbitration pursuant to Section
8.4,
seeking such relief as it may deem appropriate.

     

    Notwithstanding
the foregoing, in the event the Sellers are the defaulting Party, the Sellers
shall also immediately refund Purchaser the Initial Purchase Price paid pursuant
to Section
2.1(a)
hereunder, in immediately available funds, by wire transfer to the account
indicated in writing by Purchaser.

     

    SECTION 7 –
INDEMNIFICATION

     

    
      	
              7.1

            	
              Indemnification
      by Sellers.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Seller shall severally (and not jointly with any other Seller) from time
      to time indemnify, defend and hold harmless the Purchaser from and after
      the Closing Date from and against any and all losses, payments (whether in
      cash or in kind), claims, damages liabilities, obligations, penalties,
      judgments, awards, costs, expenses, interest and disbursements (and any
      and all actions), suits, proceedings and investigation in respect thereof,
      any amounts (whether in cash or in kind) in settlement in respect of any
      of the foregoing and any and all legal and other costs, expenses or
      disbursements in giving testimony or furnishing documents in response to a
      subpoena or otherwise), including without limitation, the costs, expenses
      and disbursements as and when incurred, of investigating, preparing or
      defending any such action, suit, proceeding or investigation, whether or
      not in connection with litigation in which the Purchaser is a party
      (hereinafter collectively referred to as "Losses"),
      caused by, relating to, based upon, arising out of or in connection with
      the material breach of any (x) representation or warranty of such Seller
      contained in Section
      3 which results in a Material Adverse Change, or (y) covenant or
      agreement of such Seller pursuant to this
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event and to the extent that a Loss occurs in or with respect to or
      relating to the Company and as a result thereof, the Company is required
      to make a payment (whether in cash or in kind), the amount of such Loss
      for which Sellers shall indemnify the Purchaser shall, be equal to such
      net amount.

            


    

     

    
      	
              7.2

            	
              Indemnification
      Procedures; Third Party Claims. The Purchaser
      shall give Sellers prompt written notice of any claim, assertion, event or
      proceeding by or in respect of a third party concerning any liability or
      damage as to which it may request indemnification from Sellers hereunder;
      provided,
      however,
      that any failure by the Purchaser to notify Sellers shall not relieve
      Sellers from its obligations hereunder except to the extent Sellers is
      materially prejudiced in connection with such claim by such failure and
      shall not relieve Sellers from any other obligation or liability that it
      may have to the Purchaser otherwise than under this Section
      7. Upon written notice to the Purchaser given by Sellers after
      receipt of notice of any such action or proceeding, Sellers may assume the
      defense thereof at its own expense with counsel chosen by Sellers which
      counsel shall be acceptable to the Purchaser. In addition, with respect to
      any action, suit, proceeding or investigation to which the Purchaser is
      also a party, the Purchaser may participate in the defense thereof with
      counsel chosen by the Purchaser at the expense of the Purchaser. Purchaser
      shall cooperate with Sellers in all matters in connection with the defense
      in which its consent is required. Sellers shall be liable for any
      settlement of any claim against the Purchaser made with Sellers' written
      consent, which consent shall not be unreasonably withheld. Sellers shall
      not, without the prior written consent of the Purchaser settle or
      compromise any claim unless such settlement or compromise includes, as an
      unconditional term thereof, the giving by the claimant to the Purchaser of
      an unconditional release from all liability in respect of such
      claim.

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      	
              7.3

            	
              Indemnification
      by the Purchaser. The Purchaser shall indemnify, defend and hold
      harmless Sellers from and after the Closing from and against any and all
      Losses caused by, relating to, based upon, arising out of or in connection
      with the breach of any representation, warranty, covenant or agreement of
      the Purchaser pursuant to this
Agreement.

            


    

     

    SECTION 8 –
MISCELLANEOUS

     

    
      	
              8.1

            	
              Survival
      of Representations and Warranties: Severability. All
      representations and warranties made by any party contained in this
      Agreement, any Schedule or certificate delivered pursuant hereto or made
      in writing by or on behalf of a party in connection with the transactions
      contemplated by this Agreement shall survive the Closing Date and remain
      in full force and effect for one year following the Closing, except that
      the representations and warranties set forth in Section
      3.10 shall survive until the expiration of the applicable statute
      of limitations; provided, however, that
      the indemnification obligations of each of the parties with respect to
      such matters shall not terminate with respect to any matter as to which
      the party entitled to indemnification hereunder shall have made a claim
      prior to the time such representations and warranties shall have ceased to
      survive by delivering written notice thereof to the other party pursuant
      to the provisions set forth in Section
      8.4(a) of this Agreement. All statements contained in any Schedule,
      certificate or other instrument delivered by a party pursuant to this
      Agreement or in connection with the transactions contemplated by this
      Agreement shall be deemed representations and warranties under this
      Agreement.

            


    

     

    
      	
              8.2

            	
              Waivers
      and Amendments. This Agreement may only be modified with written
      consent of the parties hereto. Neither this Agreement nor any provision
      hereof may be changed, waived, discharged or terminated orally, but only
      by a statement in writing signed by the party against which enforcement of
      the change, waiver, discharge or termination is
  sought.

            


    

     

    
      	
              8.3

            	
              Notices.
      etc. Except as
      otherwise provided in this Agreement, all notices and other communications
      pursuant to this Agreement shall be in writing and shall be delivered in
      person, by courier, or by certified airmail (postage prepaid, return
      receipt requested). All such notices shall be sent to the facsimile number
      or address (as the case may be) specified for the intended recipient in
      Schedule
      8.3, or to such other number or address as such recipient may have
      last specified by notice to the other parties. All such notices shall be
      effective upon receipt.

            


    

     

    
      	
              8.4

            	
              Dispute
      Resolution

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event of any dispute, controversy or claim arising out of or relating
      to this Agreement (including any provision of any Schedule thereto) or the
      breach, termination or validity thereof ("Dispute"),
      upon the written request (a "Request")
      of any party to this Agreement, the matter shall immediately be referred
      to senior officers of each Party for resolution. The senior officers shall
      meet immediately and attempt in good faith to negotiate a resolution of
      the Dispute.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              If
      the parties are unable to resolve the Dispute within 10 days after receipt
      of a Request, then any Party may submit the Dispute to arbitration as the
      exclusive means of the resolving it in accordance with the rules of the
      General Arbitration Tribunal of the Bolsa de Comercio de la Ciudad
      de Buenos Aires, Republic of Argentina – whose award shall be
      unique and non appealable – pursuant to the standing regulations for legal
      arbitration (as approved by Resolution No.000052/93 of the General
      Inspection of Corporations of the Republic of Argentina) which the Parties
      represent to known and accept

            


    

     

    
      	
              8.5

            	
              GOVERNING
      LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
      ARGENTINA.

            


    

     

    
      	
              8.6

            	
              Successors
      and Assigns, etc.

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      Agreement shall be binding upon the parties and their respective
      successors and shall not be assignable by any party hereto, except that
      the Purchaser may assign its rights under this Agreement (including but
      not limited to the right to acquire the Purchased Shares) in whole or in
      part to one or more wholly owned subsidiaries of the Purchaser which shall
      agree to be bound by all the provisions hereof; provided. however, the
      Purchaser shall remain liable for the full payment in cash of the purchase
      price in respect of the Purchased
Shares.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Nothing
      in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and
      permitted assigns any rights, remedies, obligations or liabilities under
      or by reason of this Agreement.

            


    

     

    
      	
              8.7

            	
              Spousal
      Consents.

            


    

     

    
      
        	
              	
                (a)

              	
                Claudio
      Antonio Larotonda, an Argentine individual, birth date November 13th,
      1959, ID Nbr. 13,433,000, domiciled at Doblas 406 2o “A”, Buenos Aires
      City, Argentina, married to Beatriz Silvia Vázquez Nistico, in
      accordance with the provisions of Section 1277 of the Argentine Civil
      Code, hereby irrevocably consents (i) the content of this Agreement; and
      (ii) the transfer of the Purchased Shares that are owned by
      Nístico.

              


      

    

     

    
      
        	
              	
                (b)

              	
                Marbeglys
      Josefina Arcaya, an individual, birth date July 3rd,
      1973, Venezuelan Passport Nbr. D 0657969, domiciled at
      Ugarteche 3177 1o Floor, Buenos Aires City, Argentina, married to Daniel
      Boris Gordon, in accordance with the provisions of Section 1277 of the
      Argentine Civil Code, hereby irrevocably consents (i) the content of this
      Agreement; and (ii) the transfer of the Purchased Shares that are owned by
      Gordon.

              


      

    

     

    
      
        	
              	
                (c)

              	
                Consent
      referred in Section
      8.7(a) and 8.7(b)
      above, shall also be stamped and granted on the documents mentioned in
      Section
      6.1 and 6.2(a)
      hereto.

              


      

    

     

    
      	
              8.8

            	
              Entire
      Agreement. This
      Agreement, its Schedules and the other documents delivered pursuant
      hereto, constitute the entire understanding of the parties with respect to
      the matter hereof, and supersede all prior understandings, agreements and
      negotiations of the parties with respect to such
  matters.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      	
              8.9

            	
              Severability. In the event
      that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the parties shall negotiate
      in good faith with a view to the substitution therefor of a suitable and
      equitable solution in order to carry out, so far as may be valid and
      enforceable, the intend and purpose of such invalid provision; provided. however, that
      the validity, legality and enforceability of any such provision in every
      other respect and of the remaining provisions contained herein shall not
      be in any way impaired thereby, it being intended that all of the rights
      and privileges of the parties hereto shall be enforceable to the fullest
      extent permitted by Applicable Law.

            


    

     

    
      	
              8.10

            	
              Titles
      and Subtitles. The titles of the paragraphs and subparagraphs of
      this Agreement are for convenience of reference only and are not to be
      considered in construing this
Agreement.

            


    

     

    
      	
              8.11

            	
              Delays
      or Omissions. No delay or
      omission to exercise any right, power or remedy on the part of any party
      upon any breach or default of any party to this Agreement shall impair any
      such right, power or remedy, nor shall it be construed to be a waiver of
      any such breach or default, or any acquiescence therein, or of any similar
      breach or default thereafter occurring; nor shall any waiver of any single
      breach or default be deemed a wavier of any of the breach or default
      theretofore or thereafter occurring. In addition, any waiver, permit,
      consent or approval of any kind or character on any party of any breach or
      default under this Agreement must be in writing and shall be effective
      only to the extent specifically set forth in such writing and all remedies
      either under this Agreement, or by Applicable Law otherwise afforded to
      any party, shall be cumulative and not
  alternative.

            


    

     

    
      	
              8.12

            	
              Expenses. Except as
      specifically provided otherwise in this Agreement, each party shall bear
      its own costs and expenses in connection with the transactions
      contemplated hereby, whether or not such transactions are
      consummated.

            


    

     

    
      	
              8.13

            	
              Disclosure
      Supplements. Prior to the
      Closing, Sellers shall supplement or amend the Schedules to this Agreement
      with respect to any matter (a) which may arise hereafter and which, it
      existing or occurring at or prior to the date hereof, would have be
      required to be set forth or described in the Schedules to this Agreement
      or (b) which makes it necessary to correct any information in the
      Schedules to this Agreement or in any representation and warranty of the
      parties herein.

            


    

     

    
      	
              8.14

            	
              Future
      Performance. Without in
      any way reducing or relieving Sellers of any of its obligations under this
      Agreement or otherwise and without in any way waiving any of the rights of
      the Purchaser, the parties acknowledge that it is not their intention that
      Sellers guarantee in any manner the prospects, future performance or
      financial results of the
Company.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    APPENDIX
B

    


    SAMPLE OF
ACCEPTANCE LETTER

    


    [LI3
ENERGY INC’S LETTERHEAD]

    


    March
[__], 2010

    


    BEATRIZ
SILVIA VAZQUEZ NÍSTICO

    DANIEL
BORIS GORDON

    Reconquista
1016 4th.
Floor

    C1003ABV
Buenos Aires

    Argentina

    


    Re:
ACCEPTANCE
LETTER

    


    Dear
Sir,

    


    We hereby
fully accept your SHARE
PURCHASE AGREEMENT OFFER sent through the letter dated March [__],
2010.

    


    Yours
Sincerely,

    


    LI3
ENERGY, INC.

    


    
      
        	
                Per:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    I
have the authority to bind the Corporation


    
      
         


      

      
        19