Unassociated Document


    
      
        

      

    

    ASSIGNMENT
AGREEMENT


     

    Between


     

    PUNA
LITIHIUM CORPORATION

     

    - and
-


     

    LI3
ENERGY, INC.


     

    Dated
as of March 12, 2010

     

      
        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENT

     

    
      
        
          	
                  1.

                	
                  INTERPRETATION

                	 
      	
                  4

                
	
                  1.1

                	
                  Definitions

                	 
      	
                  4

                
	
                  1.2

                	
                  Interpretation
      Clauses

                	 
      	
                  5

                
	
                  2

                	
                  ASSIGNMENT

                	 
      	
                  6

                
	
                  3

                	
                  CONSIDERATION

                	 
      	
                  6

                
	
                  3.1

                	
                  Price

                	 
      	
                  6

                
	
                  3.2

                	
                  Adjustment

                	 
      	
                  6

                
	
                  3.3

                	
                  Restrictions

                	 
      	
                  6

                
	
                  3.4

                	
                  Taxes

                	 
      	
                  6

                
	
                  4.

                	
                  ASSIGNOR’S
      REPRESENTATIONS AND WARRANTIES

                	 
      	
                  6

                
	
                  4.1

                	
                  Representations
      and Warranties

                	 
      	
                  6

                
	
                  4.2

                	
                  Representations
      and Warranties are of the Essence

                	 
      	
                  10

                
	
                  4.3

                	
                  Representations
      and Warranties to survive

                	 
      	
                  10

                
	
                  5.

                	
                  ASSIGNEE’S
      REPRESENTATIONS AND WARRANTIES

                	 
      	
                  10

                
	
                  6.

                	
                  NOTICE
      AND CONSENT

                	 
      	
                  11

                
	
                  7.

                	
                  CONDITIONS
      FOR PAYMENT

                	 
      	
                  11

                
	
                  8.

                	
                  INDEMNIFICATION

                	 
      	
                  11

                
	
                  9.

                	
                  CONFIDENTIALITY

                	 
      	
                  11

                
	
                  10.

                	
                  FURTHER
      ACTS

                	 
      	
                  12

                
	
                  11.

                	
                  NOTICE

                	 
      	
                  12

                
	
                  12.

                	
                  GOVERNING
      LAW

                	 
      	
                  13

                
	
                  13.

                	
                  JURISDICTION

                	 
      	
                  13

                
	
                  14.

                	
                  MISCELLANEOUS

                	 
      	
                  13

                
	
                  14.1

                	
                  Expenses

                	 
      	
                  13

                
	
                  14.2

                	
                  Entire
      Agreement

                	 
      	
                  13

                
	
                  14.3

                	
                  Severability

                	 
      	
                  13

                
	
                  14.4

                	
                  Waiver

                	 
      	
                  13

                
	
                  14.5

                	
                  Amendment
      to be in Writing

                	 
      	
                  13

                
	
                  14.6

                	
                  Counterparts

                	 
      	
                  13

                
	 
      	 
      	 
      	 
      
	 
      	
                  Annex
      “A” – Letter of Intent I

                	 
      	 
      
	 
      	
                  Annex
      “B” – Letter of Intent II

                	 
      	 
      
	 
      	
                  Annex
      “C” – Puna Letter of Intent

                	 
      	 
      
	 
      	
                  Annex
      “D” – Notice

                	 
      	 
      
	 
      	
                  Annex
      “E” – Escrow Agreement

                	 
      	 
      


        

      

    

     

    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    ASSIGNMENT
AGREEMENT

     

    THIS ASSIGNMENT AGREEMENT is made as of the
12th day of March, 2010

     

    Between:

     

    PUNA
LITIHIUM CORPORATION

    a
corporation formed under the laws of the Province of Ontario,
Canada.

     

    (hereinafter
called "Assignor")

     

    - and
-

     

    LI3
ENERGY, INC.,

    a
corporation formed under the laws of Nevada

     

    (hereinafter
called "Assignee")

     

    RECITALS

     

    
      	
               
      

            	
              (a)

            	
              Lacus
      Minerals S.A. (“Lacus”)
      beneficially owns hundred percent (100%) interest in the Lacus Properties
      (as defined herein) known as the Centenario Brine, the Rincon Brine and
      Pocitos, all located in the region of Puna,
  Argentina.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notoenergy
      S.A. (“Noto”)
      beneficially owns a one hundred percent (100%) interest in the Noto
      Properties (as defined herein) known as the Cauchari brines, located in
      the region of Puna, Argentina.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Assignor
      entered into a letter of intent dated November 23rd,
      2009 with (i) Lacus and (ii) Noto Shareholders (as defined herein),
      attached hereto as Annex
      “A” (the "Letter
      of Intent I"), pursuant
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              In connection with
      Lacus: the negotiation of a certain option and joint venture
      agreement whereby (1) Lacus would grant to Assignor three options to
      acquire up to an aggregate of eighty five per cent (85%) interest in the
      Lacus Properties, and (2) Assignor and Lacus would develop Lacus
      Properties under the joint venture;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In connection with
      Noto Shareholders: the acquisition of Noto shares by
      Assignor.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Assignor,
      Lacus and Assignee entered into a binding letter agreement dated January
      8th,
      2010, attached as Annex
      “B” hereto (the "Letter
      of Intent II", and together with the Letter of Intent I, the “LOIs”), pursuant to which
      the parties thereunder agreed that certain salars defined therein
      constitutes an area of mutual interest between each of Assignor, Assignee
      and Lacus.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Assignor
      and Assignee have entered into a binding offer letter dated November
      24th,
      2009, attached as Annex
      “C” hereto (the “Puna
      Letter of Intent”), pursuant to which Assignee has agreed to
      acquire all of the issued and outstanding shares of Assignor, specifically
      bearing in mind the following assets of
  Assignor:

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              Assignor
      rights and obligations in connection with the Lacus
      Properties.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Assignor
      rights and obligations in connection with the Noto
    Properties.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Assignor
      rights and obligations in connection with the Chilean Properties (as
      defined herein)

            


    

     

    
      	
               
      

            	
              (f)

            	
              Assignor
      and Assignee agreed on the Puna Letter of Intent to work together to
      determine the most efficient legal and tax structure for the acquisition
      of the properties by Assignee, and have concurred that the most efficient
      method for purposes acquiring the Argentine Properties (as defined herein)
      is the assignment of the LOIs from Assignor to
  Assignee.

            


    

     

    
      	
               
      

            	
              (g)

            	
              In
      connection with Recital
      (f) above, Assignor and Assignee have decided to partially
      terminate the Puna Letter of Intent regarding the terms and conditions
      related to the acquisition of the Argentine Properties, and have agreed
      that all rights and obligations between them in connection with the
      Argentine Properties will be governed by the terms and conditions set
      forth in this Assignment Agreement, provided that all terms and conditions
      set forth in the Puna Letter of Intent in connection with the Argentine
      Properties will be superseded by the terms and conditions set forth
      herein.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Notwithstanding
      the decision of the Parties to partially terminate the Puna Letter of
      Intent pursuant to Recital
      (g) above, the Parties’ rights and obligations under the Puna
      Letter of Intent regarding the acquisition by Assignee of Assignor’s
      interests in connection with the Chilean Properties will remain in full
      force and good standing.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Provided
      Recitals
      (g) and (h)
      above, the purchase price foreseen under Section
      II of the Puna Letter of Intent shall be deemed reduced to such
      amount resulting from subtracting the compensation paid under Section
      3.1 hereof.

            


    

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereby agree as
follows:

     

    
      	
              1.

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              Definitions.  The
      following capitalized words have the meaning given to them below when used
      in this Assignment Agreement:

            


    

     

    “Argentine
Properties” means Lacus Properties and Noto Properties.

     

    "Assignee"
means LI3 Energy, INC.

     

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

     

    "Assignor"
means Puna Lithium Corporation

     

    “Chilean
Properties” means the salar properties located in the region of Puna,
Chile, detailed as such in Schedule
A to the Puna Letter of Intent.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    "Closing
Date" means the
date on which the Lacus Properties are properly and validly recorded in the name
of Lacus, and the parties to the Master Option Agreement proceed as specified in
Section
12 thereto.

     

    “Lacus”
means Lacus Minerals S.A.

     

    “Lacus
Properties” means the mining properties granted through the concession
regime of the Argentinean Mining Code, and identified under Schedule
“A” to the Letter of Intent I, regarding which Lacus beneficially owns a
one hundred percent (100%) interest.

     

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

     

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

     

    “LOIs” has the meaning ascribed
thereto in Recital
(d) of this Assignment Agreement.

     

    “Master
Option Agreement” means a certain Master Option Agreement, dated as of
the same date hereof, by and between Assignee and Lacus, pursuant to which Lacus
granted to Assignee three options to acquire up to an aggregate of eighty five
per cent (85%) interest in the Lacus Properties.

     

    “Noto”
means Notoenergy S.A.

     

    “Noto
Properties” means the mining properties granted through the concession
regime of the Argentinean Mining Code, and identified under Schedule
“C” to the Letter of Intent I, regarding which Noto beneficially owns a
one hundred percent (100%) interest.

     

    “Noto
Shareholders” means Beatriz Vazquez Nístico and Daniel Boris
Gordon.

     

    “Parties” means Assignor and
Assignee.

     

    “Puna
Letter of Intent” has the meaning ascribed thereto in Recital
(e) of this Assignment Agreement.

     

    “SEC”
means the Securities and Exchange Commission of U.S.A

     

    “Shares”
has the meaning ascribed thereto in Section
3.1 of this Assignment Agreement.

     

    “Transaction
Documents” means
any agreement, document, instrument or certificate to be executed in connection
with the Master Option Agreement, including, but not limited to this Assignment
Agreement and all remaining documents included as Schedules to the Master Option
Agreement.

     

    
      	
              1.2

            	
              Interpretation
      Clauses.  In this Assignment Agreement, unless the
      context otherwise requires:

            


    

     

    
      	
               
      

            	
              (a)

            	
              headings
      and underlinings are for convenience only and do not affect the
      interpretation of this Assignment
Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              words
      importing the singular include the plural and vice
  versa;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      words “hereof”, “herein”, and “hereunder” and words of similar import when
      used in this Assignment Agreement shall refer to this Assignment Agreement
      as a whole and not to any particular provision of this Assignment
      Agreement;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              a
      reference to a Section, Annex or Schedule is a reference to that Section
      of, or that Annex or Schedule to, this Assignment Agreement unless
      otherwise specified; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      term “including” means “including without limitation” and any list of
      examples following such term shall in no way restrict or limit the
      generality of the word or provision in respect of which such examples are
      provided.

            


    

     

    
      	
              2.

            	
              ASSIGNMENT

            


    

     

    The
Assignor hereby assigns to the Assignee, and the Assignee accepts, all of
Assignor’s right, title and interest in the LOIs and all benefits to be derived
therefrom.

     

    Once
Lacus and Noto Shareholders have given their consent to the assignment pursuant
to Section
6 hereof, Assignor will be released from any obligation and liabilities
under the LOIs, which will be assumed by Assignee.

     

    
      	
              3.

            	
              CONSIDERATION

            


    

     

    
      	
              3.1

            	
              Price.
      The consideration for the Assignor assigning to the Assignee the
      Assignor’s interest in the LOIs shall be the issuance, at Closing Date, of
      8,000,000 fully
      paid and non-assessable common shares (the “Shares”)
      in the capital of the Assignee as constituted on the date hereof, free and
      clear of all liens, charges, adverse interests or restrictions on resale
      other than pursuant to Section
      3.3 herein and applicable U.S. securities
  laws.

            


    

     

    
      	
              3.2

            	
              Restrictions.
      The Shares shall be “restricted” securities within the meaning of Rule 144
      under the U.S. Securities Act of 1933 and shall be held in escrow by
      Gottbetter & Partners, LLP, as escrow agents, as
    follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              5,000,000 shares for a
      period of twelve (12) months commencing on the Closing Date;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              3,000,000 shares for a
      period of eighteen (18) months commencing on the Closing
    Date;

            


    

     

    
      	
               
      

            	
              (c)

            	
              After
      the conclusion of the escrow period referred in Section
      3.3(a) and 3.3(b)
      above, as applicable, the Shares will be eligible for resale in compliance
      with requirements of Rule 144.

            


    

     

    
      	
              3.3

            	
              Taxes.
      The compensation specified in this Section
      3 comprises all taxes, wages, costs of any type and profit,
      including VAT if applicable, that are incidental to this Assignment
      Agreement.

            


    

     

    
      	
              4.

            	
              ASSIGNOR’S
      REPRESENTATIONS AND
WARRANTIES

            


    

     

    
      	
              4.1

            	
              Representations
      and Warranties. The Assignor represents and warrants to and
      covenants with the Assignee that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Assignor has full corporate power and capacity to enter into this
      Assignment Agreement and this Assignment Agreement has been validly
      authorized, executed and delivered by the
  Assignor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      entering into and the performance of this Assignment Agreement and the
      transactions contemplated herein will not result in the violation of any
      of the terms and provisions of the documents giving cause to the
      assignment by the Assignor, any shareholders’ or directors’ resolutions,
      or of any indenture, other agreement, written or oral, to which the
      Assignor may be bound or to which it may be subject, or any judgment,
      decree, order, rule or regulation of any court or administrative body by
      which the Assignor is bound, or any statute or regulation applicable to
      the Assignor;

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      Assignor is the lawful owner of, has good legal and beneficial title to,
      and has the right to assign its interest in the
  LOIs;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      LOIs are valid and subsisting
agreements;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Assignor
      has duly and timely paid to Lacus the US$50,000.00 non refundable sum as
      of execution of the Letter of Intent I, and no sums or monies are owed
      thereunder to Lacus, Noto or Noto
Shareholders;

            


    

     

    
      	
               
      

            	
              (f)

            	
              there
      have been no defaults or acts by the Assignor under the LOIs which have or
      would permit Lacus or Noto Shareholders to terminate the
    LOIs;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      the best of the knowledge of the Assignor after due inquiry, the Argentine
      Properties are free and clear of all liens, charges, and
      encumbrances;

            


    

     

    
      	
               
      

            	
              (h)

            	
              to
      the best of the knowledge of the Assignor after due inquiry, Lacus is the
      beneficial owner of and has the right to dispose of and to give good
      marketable title to the Assignee, in and to the Lacus’ Properties, free
      and clear of all liens, charges and
  encumbrances;

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      the best of the knowledge of the Assignor after due inquiry, Noto is the
      beneficial owner of the Noto’s
Properties;

            


    

     

    
      	
               
      

            	
              (j)

            	
              to
      the best of the knowledge of the Assignor after due inquiry, Noto
      Shareholders are the record and beneficial owner of one hundred percent
      (100%) of Noto Shares, free and clear of all liens, charges and
      encumbrances.  Each Noto Shareholder has the power and authority
      to sell, transfer, assign and deliver such Noto Shares as provided under
      the LOIs, and such delivery will convey to Assignee good and marketable
      title to such Noto Shares, free and clear of all liens, charges and
      encumbrances;

            


    

     

    
      	
               
      

            	
              (k)

            	
              there
      is no litigation, proceeding or investigation pending or threatened
      against the Assignor or, to the best of the knowledge of the Assignor
      after due inquiry, Lacus, Noto, Noto Shareholders, the LOIs or the
      Argentine Properties, nor does the Assignor know, or have any grounds to
      know after due inquiry, of any basis for any litigation, proceeding or
      investigation which would affect Lacus, Noto, Noto Shareholders, the LOIs
      or the Argentine Properties;

            


    

     

    
      	
               
      

            	
              (l)

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

            


    

     

    
      	
               
      

            	
              (m)

            	
              Representations
      Relating to Assignor’s Acquisition of the
  Shares.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.

            	
              The
      Assignor is acquiring the Shares for investment for its own account and
      not with the view to, or for resale in connection with, any distribution
      thereof.  The Assignor understands and acknowledges that the
      Shares have not been registered under the Securities Act or any state or
      foreign securities laws, by reason of a specific exemption from the
      registration provisions of the Securities Act and applicable state and
      foreign securities laws, which depends upon, among other things, the bona
      fide nature of the investment intent as expressed herein.  The
      Assignor further represents that it does not have any contract,
      undertaking, agreement or arrangement with any Person to sell, transfer or
      grant participation to any third person with respect to any of the
      Shares.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Assignor understands that an active public market for Assignee Common
      Stock may not now exist and that there may never be an active public
      market for the Shares acquired under this
  Agreement.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Assignor either (i) is an “accredited investor” as defined in Rule 501 of
      Regulation D as promulgated by the Securities and Exchange Commission
      under the Securities Act or (ii) is not a “U.S. Person” as defined in
      Regulation S as promulgated by the Securities and Exchange Commission
      under the Securities Act, and, in each case, shall submit to Assignee such
      further assurances of such status as may be reasonably requested by
      Assignee.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Assignor, if a non-U.S. Person, agrees that it is acquiring the Shares in
      an offshore transaction pursuant to Regulation S and hereby represents to
      Assignee as follows:

            


    

     

    
      	
               
      

            	
              a.

            	
              Assignor
      is outside the United States when receiving and executing this
      Agreement;

            


    

     

    
      	
               
      

            	
              b.

            	
              Assignor
      has not acquired the Shares as a result of, and will not itself engage in,
      any “directed selling efforts” (as defined in Regulation S) in the United
      States in respect of the Shares which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of the Shares; provided, however, that Assignor may sell or
      otherwise dispose of the Shares pursuant to registration of the Shares
      under the Securities Act and any applicable state and provincial
      securities laws or under an exemption from such registration requirements
      and as otherwise provided herein;

            


    

     

    
      	
               
      

            	
              c.

            	
              Assignor
      understands and agrees that offers and sales of any of the Shares prior to
      the expiration of a period of one year after the Closing Date (the
      “Distribution Compliance Period”), shall only be made in compliance with
      the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the Securities Act or an exemption therefrom,
      and that all offers and sales after the Distribution Compliance Period
      shall be made only in compliance with the registration provisions of the
      Securities Act or an exemption therefrom, and in each case only in
      accordance with all applicable securities
laws;

            


    

     

    
      	
               
      

            	
              d.

            	
              Assignor
      understands and agrees not to engage in any hedging transactions involving
      the Shares prior to the end of the Distribution Compliance Period unless
      such transactions are in compliance with the Securities Act;
      and

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              e.

            	
              Assignor
      hereby represents that it has satisfied itself as to the full observance
      of the laws of its jurisdiction in connection with any invitation to
      subscribe for the Shares or any use of this Agreement, including: (a) any
      applicable legal requirements incumbent upon Assignor within its
      jurisdiction for the purchase of the Shares; (b) any foreign exchange
      restrictions applicable to such purchase; (c) any governmental or other
      consents that Assignor may need to obtain; and (d) the income tax and
      other tax consequences, if any, that may be relevant to the purchase,
      holding, redemption, sale or transfer of the Shares. Assignor’s
      subscription and payment for, and its continued beneficial ownership of
      the Shares, will not violate any applicable securities or other laws of
      Assignor’s jurisdiction.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Assignor represents that neither it nor, to its knowledge, any Person or
      entity controlling, controlled by or under common control with it, nor any
      Person having a beneficial interest in it, nor any Person on whose behalf
      Assignor is acting: (i) is a Person listed in the Annex to Executive Order
      No. 13224 (2001) issued by the President of the United States (Executive
      Order Blocking Property and Prohibiting Transactions with Persons Who
      Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the
      List of Specially Designated Nationals and Blocked Persons maintained by
      the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank
      or is providing banking services indirectly to a non-U.S. shell bank; (iv)
      is a senior non-U.S. political figure or an immediate family member or
      close associate of such figure; or (v) is otherwise prohibited from
      investing in Assignee pursuant to applicable U.S. anti-money laundering,
      anti-terrorist and asset control laws, regulations, rules or orders
      (categories (i) through (v), each a “Prohibited Assignor”). The Assignor
      agrees to provide Assignee, promptly upon request, all information that is
      reasonably necessary or appropriate to comply with applicable U.S.
      anti-money laundering, anti-terrorist and asset control laws, regulations,
      rules and orders. The Assignor consents to the disclosure to U.S.
      regulators and law enforcement authorities by Assignee and its affiliates
      and agents of such information about Assignor as is reasonably necessary
      or appropriate to comply with applicable U.S. anti-money-laundering,
      anti-terrorist and asset control laws, regulations, rules and orders. The
      Assignor acknowledges that if, following its investment in Assignee,
      Assignee reasonably believes that Assignor is a Prohibited Assignor or is
      otherwise engaged in suspicious activity or refuses to promptly provide
      information that Assignee requests, Assignee has the right or may be
      obligated to prohibit additional investments, segregate the assets
      constituting the investment in accordance with applicable regulations or
      immediately require Assignor to transfer the shares of Common
      Stock.  The Assignor further acknowledges that Assignor will
      have no claim against Assignee or any of its affiliates or agents for any
      form of damages as a result of any of the foregoing
    actions.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Assignor realizes that because of the inherently speculative nature of
      business activities and investments of the kind contemplated by Assignee,
      Assignee’s financial position and results of operations may be expected to
      fluctuate from period to period and will, generally, involve a high degree
      of financial and market risk that can result in substantial or, at times,
      even total loss of the value of the
Shares.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.

            	
              The
      Assignor acknowledges and agrees that Assignee is a “shell company” as
      defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”).  Pursuant to Rule 144(i) under the
      Securities Act, securities issued by a current or former shell company
      (such as the Shares) that otherwise meet the holding period and other
      requirements of Rule 144 nevertheless cannot be sold in reliance on Rule
      144 until one year after the date on which Assignee files current “Form 10
      information” (as defined in Rule 144(i)) with the SEC reflecting that it
      ceased being a shell company, and provided that at the time of a proposed
      sale pursuant to Rule 144, the issuer is subject to the reporting
      requirements of section 13 or 15(d) of the Exchange Act and has filed all
      reports and other materials required to be filed by section 13 or 15(d) of
      the Exchange Act, as applicable, during the preceding 12 months (or for
      such shorter period that the issuer was required to file such reports and
      materials), other than Form 8-K reports.  As a result, the
      restrictive legends on certificates for the Shares set forth below cannot
      be removed except in connection with an actual sale meeting the foregoing
      requirements.

            


    

     

    
      	
              4.2

            	
              Representations
      and Warranties are of the Essence. Assignor understands that
      Assignee is relying upon the representations and warranties set forth in
      this Assignment Agreement as an inducement for entering into the
      Transaction Documents; and that Assignee would not have entered into the
      Transaction Documents if the following representations and warranties were
      not true and correct in all
respects.

            


    

     

    
      	
              4.3

            	
              Representations
      and Warranties to survive. The representations and warranties of
      the Assignor shall survive the completion of the assignment of the
      LOIs.

            


    

     

    
      	
              5.

            	
              ASSIGNEE’S
      REPRESENTATIONS AND
WARRANTIES

            


    

     

    The
Assignee represents and warrants to and covenants with the Assignor
that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Assignee has full corporate power and capacity to enter into this
      Assignment Agreement and this Assignment Agreement has been validly
      authorized, executed and delivered by the
  Assignee;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      entering into and the performance of this Assignment Agreement and the
      transactions contemplated herein will not result in the violation of any
      of the terms and provisions of the documents giving cause to the
      assignment by of the Assignee, any shareholders’ or directors’
      resolutions, or of any indenture, other agreement, written or oral, to
      which the Assignee may be bound or to which it may be subject, or any
      judgment, decree, order, rule or regulation of any court or administrative
      body by which the Assignee is bound, or any statute or regulation
      applicable to the Assignee;

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      is no litigation, proceeding or investigation pending or threatened
      against the Assignee nor does the Assignee know, or have any grounds to
      know after due inquiry, of any basis for any litigation, proceeding or
      investigation which would affect the value of the
  Shares;

            


    

     

    
      	
               
      

            	
              (d)

            	
              upon
      their issuance, the Shares will be validly issued to the Assignor as fully
      paid and non-assessable shares in the capital of the Assignee, free and
      clear of all liens, charges, adverse interests or restrictions on resale
      other than pursuant to Section
      3 herein and applicable U.S. securities laws;
  and

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      common shares of the Assignee are quoted on the OTC Bulletin Board under
      the symbol LIEG.OB, and are not listed or quoted on any other stock
      exchange;

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              NOTICE AND
      CONSENT

            


    

     

    The
Parties agree to notify Lacus and Noto Shareholders the execution of this
Assignment Agreement and request Lacus and Noto Shareholders consent to the
assignment documented hereby, in terms substantially similar to those stated in
Annex
“D” hereto.

     

    
      	
              7.

            	
              CONDITIONS FOR
      PAYMENT

            


    

     

    Payment
set forth in Section
3.1 above will be subject to the following conditions

     

    
      	
               
      

            	
              (a)

            	
              Execution,
      on the date hereof, of the notice referred to in Section
      6 hereof.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Obtaining
      by Assignee, on the date hereof, of a document executed by Lacus and Noto
      Shareholders acknowledging and consenting to the assignment herein,
      pursuant to Section
      6 hereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Closing
      under the Master Option Agreement.

            


    

     

    In the
event that any of the conditions set forth in Section
12 of the Master Option Agreement is not fulfilled and/or performed at or
before the Closing Date and Assignee terminates the Master Option Agreement,
Assignee shall thereupon be released from all obligations under this Assignment
Agreement, including but not limited to payment of the price set forth in Section
3.1.

     

    
      	
               
      

            	
              (d)

            	
              The representations set forth in
      Section
      4 continuing to be
      true on Closing Date.

            


    

     

    After
fulfillment of all requirements set forth in this Section
7, Assignee will issue the Shares as stated in Section
3.1 and 3.2
herein, and concurrently the Parties will enter into an escrow agreement in
substantially the form attached as Annex
"E" to this Assignment Agreement, for purposes of holding the Shares in
the terms and conditions specified in Section
3.3 hereof, where all costs and expenditures for entering into such
escrow agreement (including but not limited to escrow agent fees) will be borne
by Assignee.

     

    
      	
              8.

            	
              INDEMNIFICATION

            


    

     

    The
Assignor agree to indemnify and hold the Assignee and its directors, officers,
employees, affiliates, stockholders, agents, attorneys, representatives,
successors and assigns harmless from and against any and all damages and losses
(i) based upon, attributable to or resulting from the failure of any of the
representations and warranties made by the Assignor hereunder to be true and
correct in all respects at and as of the date hereof, or (ii) based upon,
attributable to or resulting from the breach of any covenant or obligation of
the Assignor hereunder.

     

    
      	
              9.

            	
              CONFIDENTIALITY

            


    

     

    Unless
otherwise required by applicable laws, the provisions of this Assignment
Agreement shall be confidential, and shall not be disclosed or otherwise
released to any other person without the prior written approval of the other
Party hereto; provided, however, that the Parties may
each disclose such information to their respective directors, officers,
partners, employees, counsel, auditors, consultants, lenders, insurance
providers, brokers and affiliates.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              FURTHER
      ACTS

            


    

     

    The
Parties shall do such further and other acts and execute such further and other
documents as may be necessary to carry out the true intent and purposes of this
Assignment Agreement fully and effectively.

     

    
      	
              11.

            	
              NOTICE

            


    

     

    All
notices under this Assignment Agreement shall be in the English language and
shall be in writing and personally delivered during the usual working hours or
given by registered airmail, facsimile, cable or telex -acknowledged by answer
back- addressed to the Parties at the addresses set forth hereinbelow, or to
such other address of which any Party may advise the others in writing. Notices
will be deemed given when received. If notice is sent by facsimile, cable or
telex, a confirming copy of the same shall be sent promptly by airmail to the
same address:

     

    PUNA
LITHIUM CORPORATION

    131 Bloor
Street West, Upper Penthouse West

    Toronto,
Ontario, Canada

    M5S
1S3

    Attention:  David
DesLauriers, President

    


    
      
        
          	
                  Telephone:

                	
                  (416)
      897-4998

                
	
                  Facsimile:

                	
                  (416)
      924-0000

                
	
                  E-mail:

                	
                  david.deslauriers@sympatico.ca

                


        

      

    

    


    with a
copy to:

     

    WEIRFOULDS
LLP

    Suite
1600, The Exchange Tower

    130 King
Street West

    Toronto,
Ontario

    M5X
1J5

    Attention:  Sanjay
Joshi

     

    
      
        
          	
                  Telephone:

                	
                  (416)
      947-5013

                
	
                  Facsimile:

                	
                  (416)
      365-1876

                
	
                  E-mail:

                	
                  sjoshi@weirfoulds.com

                


        

      

    

     

    LI3
ENERGY, INC.

    Av. Pardo
y Aliaga 699 Of. 802

    San
Isidro, Lima

    Perú

    Attn:  Luis
Saenz, Chief Executive Officer

    Facsimile:
51-1 421-1649

    


    with a
copy to:

    


    GOTTBETTER
& PARTNERS, LLP

    488
Madison Avenue, 12th
Floor

    New York,
NY  10022

    Attn:  Adam
S. Gottbetter, Esq.

    Facsimile:  (212)
400-6901

    


    and

    


    HOLT
ABOGADOS

    Santa Fe
1592, 4th
Floor

    (C1060
ABO) Buenos Aires, Argentina

    Attn:
Florencia Heredia

    Facsimile:
54 11 5235 0235



    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      	
              12.

            	
              GOVERNING
      LAW

            


    

     

    This
Letter will be governed by and interpreted in accordance with the laws of New
York, United States of America

     

    
      	
              13.

            	
              JURISDICTION AND
      DISPUTE RESOLUTION

            


    

     

    The
federal and state courts sitting in the Borough of Manhattan in the City of New
York

     

    
      	
              14.

            	
              MISCELLANEOUS

            


    

     

    
      	
              14.1.

            	
              Expenses. Except as
      otherwise expressly provided for in this Assignment Agreement, each of the
      Parties shall bear their respective expenses incurred in connection with
      the execution and delivery of this Assignment
  Agreement.

            


    

     

    
      	
              14.2.

            	
              Entire
      Agreement.
      The Assignment Agreement contains the entire agreement between the
      Parties with respect to the subject matter hereof and supersedes all prior
      communications and negotiations between the
  Parties.

            


    

     

    
      	
              14.3.

            	
              Severability. If any provision of
      the Assignment Agreement is declared invalid by any tribunal, the
      remaining provisions shall not be affected
  thereby.

            


    

     

    
      	
              14.4.

            	
              Waiver. Either Party’s waiver
      of any breach, or failure to enforce any of the terms and conditions of
      the Assignment Agreement, at any time, shall not in any way affect, limit
      or waive such Party’s right thereafter to enforce and compel strict
      compliance with every term and condition
hereof.

            


    

     

    
      	
              14.5.

            	
              Amendment
      to be in Writing.
      No amendment, variation or modification of the Assignment Agreement
      is valid unless made in writing and signed by both
  Parties.

            


    

     

    
      	
              14.6.

            	
              Counterparts.  This
      Assignment Agreement may be executed in one or more counterparts, each of
      which will be deemed to be an original copy of this Assignment Agreement
      and all of which, when taken together, will be deemed to constitute one
      and the same agreement.

            


    

     

    IN WITNESS WHEREOF the Parties
hereto have executed this Assignment Agreement as of the day and year first
above written.

     

    REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    SIGNED,
      SEALED AND DELIVERED

                  	
                    )

                  	
                    PUNA
      LITHIUM CORPORATION

                  
	
                    in
      the presence of

                  	
                    )

                  	 
      
	 
      	
                    )

                  	 
      
	 
      	
                    )

                  	
                    Per:

                  	
                    /s/ David J. DesLauriers

                  
	 
      	
                    )

                  	 
      	
                    Name:
      David J. DesLauriers

                  
	 
      	
                    )

                  	 
      	
                    Title:
      President

                  
	 
      	
                    )

                  	 
      	
                    I
      have the authority to bind the Corporation

                  
	 
      	
                    )

                  	 
      	 
      
	 
      	
                    )

                  	LI3
      ENERGY, INC.
	 
      	
                    )

                  	 
      	 
      
	 
      	
                    )

                  	 
      	 
      
	 
      	
                    )

                  	
                    Per:

                  	
                    /s/ Luis Saenz

                  
	 
      	
                    )

                  	 
      	
                    Name:
      Luis Saenz

                  
	 
      	
                    )

                  	 
      	
                    Title:
      Chief Executive Officer

                  
	 
      	
                    )

                  	 
      	
                    I
      have the authority to bind the Corporation

                  
	 
      	
                    )

                  	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        14