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