ASSIGNMENT AGREEMENT Between PUNA LITIHIUM CORPORATION - and - LI3 ENERGY, INC. Dated as of March 12, 2010
Between
PUNA
LITIHIUM CORPORATION
- and
-
Dated
as of March 12, 2010
TABLE OF
CONTENT
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1.
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INTERPRETATION
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4
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1.1
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Definitions
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4
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1.2
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Interpretation
Clauses
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5
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2
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ASSIGNMENT
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6
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3
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CONSIDERATION
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6
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3.1
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Price
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6
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3.2
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Adjustment
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6
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3.3
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Restrictions
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6
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3.4
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Taxes
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6
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4.
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ASSIGNOR’S
REPRESENTATIONS AND WARRANTIES
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6
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4.1
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Representations
and Warranties
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6
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4.2
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Representations
and Warranties are of the Essence
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10
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4.3
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Representations
and Warranties to survive
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10
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5.
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ASSIGNEE’S
REPRESENTATIONS AND WARRANTIES
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10
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6.
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NOTICE
AND CONSENT
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11
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7.
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CONDITIONS
FOR PAYMENT
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11
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8.
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INDEMNIFICATION
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11
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9.
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CONFIDENTIALITY
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11
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10.
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FURTHER
ACTS
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12
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11.
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NOTICE
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12
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12.
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GOVERNING
LAW
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13
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13.
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JURISDICTION
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13
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14.
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MISCELLANEOUS
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13
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14.1
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Expenses
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13
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14.2
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Entire
Agreement
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13
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14.3
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Severability
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13
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14.4
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Waiver
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13
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14.5
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Amendment
to be in Writing
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13
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14.6
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Counterparts
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13
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Annex
“A” – Letter of Intent I
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Annex
“B” – Letter of Intent II
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Annex
“C” – Puna Letter of Intent
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Annex
“D” – Notice
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Annex
“E” – Escrow Agreement
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2
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
-
a
corporation formed under the laws of Nevada
(hereinafter
called "Assignee")
RECITALS
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(a)
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Lacus
Minerals S.A. (“Lacus”)
beneficially owns hundred percent (100%) interest in the Lacus Properties
(as defined herein) known as the Centenario Brine, the ▇▇▇▇▇▇ Brine and
Pocitos, all located in the region of Puna,
Argentina.
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(b)
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Notoenergy
S.A. (“▇▇▇▇”)
beneficially owns a one hundred percent (100%) interest in the ▇▇▇▇
Properties (as defined herein) known as the Cauchari brines, located in
the region of Puna, Argentina.
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(c)
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Assignor
entered into a letter of intent dated November 23rd,
2009 with (i) Lacus and (ii) ▇▇▇▇ Shareholders (as defined herein),
attached hereto as Annex
“A” (the "Letter
of Intent I"), pursuant
to:
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(i)
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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;
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(ii)
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In connection with
▇▇▇▇ Shareholders: the acquisition of ▇▇▇▇ shares by
Assignor.
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(d)
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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 “▇▇▇▇”), 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.
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(e)
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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:
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3
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(i)
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Assignor
rights and obligations in connection with the Lacus
Properties.
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(ii)
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Assignor
rights and obligations in connection with the ▇▇▇▇
Properties.
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(iii)
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Assignor
rights and obligations in connection with the Chilean Properties (as
defined herein)
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(f)
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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 ▇▇▇▇ from Assignor to
Assignee.
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(g)
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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.
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(h)
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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.
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(i)
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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.
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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:
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1.
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Interpretation
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1.1
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Definitions. The
following capitalized words have the meaning given to them below when used
in this Assignment Agreement:
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“Argentine
Properties” means Lacus Properties and ▇▇▇▇ 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.
“▇▇▇▇” 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.
“▇▇▇▇”
means Notoenergy S.A.
“▇▇▇▇
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 ▇▇▇▇ beneficially owns a
one hundred percent (100%) interest.
“▇▇▇▇
Shareholders” means ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇.
“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.
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1.2
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Interpretation
Clauses. In this Assignment Agreement, unless the
context otherwise requires:
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(a)
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headings
and underlinings are for convenience only and do not affect the
interpretation of this Assignment
Agreement;
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(b)
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words
importing the singular include the plural and vice
versa;
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(c)
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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;
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5
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(d)
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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
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(e)
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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.
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2.
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ASSIGNMENT
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The
Assignor hereby assigns to the Assignee, and the Assignee accepts, all of
Assignor’s right, title and interest in the ▇▇▇▇ and all benefits to be derived
therefrom.
Once
Lacus and ▇▇▇▇ Shareholders have given their consent to the assignment pursuant
to Section
6 hereof, Assignor will be released from any obligation and liabilities
under the ▇▇▇▇, which will be assumed by Assignee.
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3.
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CONSIDERATION
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3.1
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Price.
The consideration for the Assignor assigning to the Assignee the
Assignor’s interest in the ▇▇▇▇ 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.
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3.2
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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:
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(a)
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5,000,000 shares for a
period of twelve (12) months commencing on the Closing Date;
and
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(b)
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3,000,000 shares for a
period of eighteen (18) months commencing on the Closing
Date;
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(c)
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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.
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3.3
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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.
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4.
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ASSIGNOR’S
REPRESENTATIONS AND
WARRANTIES
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4.1
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Representations
and Warranties. The Assignor represents and warrants to and
covenants with the Assignee that:
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(a)
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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;
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(b)
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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;
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6
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(c)
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the
Assignor is the lawful owner of, has good legal and beneficial title to,
and has the right to assign its interest in the
▇▇▇▇;
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(d)
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the
▇▇▇▇ are valid and subsisting
agreements;
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(e)
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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, ▇▇▇▇ or ▇▇▇▇
Shareholders;
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(f)
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there
have been no defaults or acts by the Assignor under the ▇▇▇▇ which have or
would permit Lacus or ▇▇▇▇ Shareholders to terminate the
▇▇▇▇;
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(g)
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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;
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(h)
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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;
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(i)
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to
the best of the knowledge of the Assignor after due inquiry, ▇▇▇▇ is the
beneficial owner of the ▇▇▇▇’▇
Properties;
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(j)
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to
the best of the knowledge of the Assignor after due inquiry, ▇▇▇▇
Shareholders are the record and beneficial owner of one hundred percent
(100%) of ▇▇▇▇ Shares, free and clear of all liens, charges and
encumbrances. Each ▇▇▇▇ Shareholder has the power and authority
to sell, transfer, assign and deliver such ▇▇▇▇ Shares as provided under
the ▇▇▇▇, and such delivery will convey to Assignee good and marketable
title to such ▇▇▇▇ Shares, free and clear of all liens, charges and
encumbrances;
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(k)
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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, ▇▇▇▇, ▇▇▇▇ Shareholders, the ▇▇▇▇ 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, ▇▇▇▇, ▇▇▇▇ Shareholders, the ▇▇▇▇
or the Argentine Properties;
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(l)
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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.
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(m)
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Representations
Relating to Assignor’s Acquisition of the
Shares.
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7
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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:
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a.
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Assignor
is outside the United States when receiving and executing this
Agreement;
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b.
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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;
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c.
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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;
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d.
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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
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8
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e.
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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.
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5.
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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.
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6.
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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.
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9
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7.
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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.
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4.2
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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.
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4.3
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Representations
and Warranties to survive. The representations and warranties of
the Assignor shall survive the completion of the assignment of the
▇▇▇▇.
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5.
|
ASSIGNEE’S
REPRESENTATIONS AND
WARRANTIES
|
The
Assignee represents and warrants to and covenants with the Assignor
that:
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(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;
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(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;
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(c)
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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
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6.
|
NOTICE AND
CONSENT
|
The
Parties agree to notify Lacus and ▇▇▇▇ Shareholders the execution of this
Assignment Agreement and request Lacus and ▇▇▇▇ 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
|
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(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 ▇▇▇▇
Shareholders acknowledging and consenting to the assignment herein,
pursuant to Section
6 hereof.
|
|
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(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
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇
▇▇▇
Attention: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, President
|
Telephone:
|
(▇▇▇)
▇▇▇-▇▇▇▇
|
|
Facsimile:
|
(▇▇▇)
▇▇▇-▇▇▇▇
|
|
E-mail:
|
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
|
with a
copy to:
WEIRFOULDS
LLP
Suite
1600, The Exchange Tower
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
▇▇▇
▇▇▇
Attention: ▇▇▇▇▇▇
▇▇▇▇▇
|
Telephone:
|
(▇▇▇)
▇▇▇-▇▇▇▇
|
|
Facsimile:
|
(▇▇▇)
▇▇▇-▇▇▇▇
|
|
E-mail:
|
▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
▇▇. ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇
▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇
Attn: ▇▇▇▇
▇▇▇▇▇, Chief Executive Officer
Facsimile:
▇▇-▇ ▇▇▇-▇▇▇▇
with a
copy to:
GOTTBETTER
& PARTNERS, LLP
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
and
▇▇▇▇
ABOGADOS
Santa Fe
1592, ▇▇▇
▇▇▇▇▇
(▇▇▇▇▇
▇▇▇) ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
|
|
|
)
|
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
|
||
|
)
|
Title:
President
|
||
|
)
|
I
have the authority to bind the Corporation
|
||
|
)
|
|||
|
)
|
LI3 ENERGY, INC. | ||
|
)
|
|||
|
)
|
|||
|
)
|
Per:
|
/s/ ▇▇▇▇ ▇▇▇▇▇
|
|
|
)
|
Name:
▇▇▇▇ ▇▇▇▇▇
|
||
|
)
|
Title:
Chief Executive Officer
|
||
|
)
|
I
have the authority to bind the Corporation
|
||
|
)
|
|||
14