Item 1.01. Entry into a Material Definitive Agreement.
On
The HoA provides for the formation of a Joint Venture once successful extraction of lithium has been demonstrated by the Company. It is agreed, therefore, that the Company will receive certain quantities of the Bolivian brines available to Clontarf to test the operational capabilities of the Company's iTDE System. Testing will be carried out using the Company's iTDE pilot plant currently under construction. The plant will be expected to test approximately 1,000 liters of Bolivian brines at a time in a 20,000 liter trial run. The Company anticipates that the new pilot plant will be operational at the beginning of Q2 2023, with test results on the Bolivian brines expected before the end of that quarter. It is anticipated that the final iTDE System ready for deployment will require certain customization before manufacturing and deployment on site for field testing.
The HoA provides that the Joint Venture, supported by Clontarf, will liaise and
transact with "Pública Nacional Estratégica Yacimientos de Litio Bolivianos"
(the 'National Strategic Public Company of Bolivian Lithium Deposits' or "YLB")
with respect to the extraction of lithium from current and future operations in
The HoA provides that the final extraction system will be provided by the
Company to the Joint Venture for deployment in
The HoA leaves certain details regarding the formation and financing of the Joint Venture open to further discussion prior to inclusion in final agreements.
Following signature of the HoA the parties have a period of 30 days in which to
carry out due diligence on each other. If either party is unsatisfied with its
due diligence for any reason, the HoA may be terminated without obligation on
the part of either party. If at the end of this period, or by earlier waiver,
both parties agree to proceed, Clontarf shall be obliged to pay the Company
Following receipt of the Exclusivity Payment, the Company shall have the
obligation, during the next private placement or public offering of the shares
of Common Stock of the Company, to issue unregistered shares of Common Stock of
the Company to Clontarf with a value equivalent to the
Clontarf shall have the obligation to issue certain fully paid shares to the Company ("Clontarf Exchange Shares") in 3 separate transactions as follows:
(1) 385 million shares of Clontarf to the Company concurrently with making the
Exclusivity Payment; and
(2) certain additional shares of Clontarf only after the occurrence of the
following milestones:
i. 250 million shares after successful processing of Bolivian brines through the
Company's pilot plant; and
ii. 250 million shares after the entry into a construction and processing
contract between the Joint Venture and YLB on the processing of Bolivian brines utilizing the iTDE Technology.
The HoA also provides the Company with the right for a period of 30 days from
the signature of the present agreement to invest GBP£250,000 (approximately
Additionally, under the terms of the HoA and taking into account the introduction of the iTDE Technology by Clontarf to two of its associated companies, the Company will be obliged to grant Clontarf a 15% contributing interest in the Company's component of the agreed structure. However, there is no obligation or understanding that would require the Company to enter into any such arrangements with any third party at the present time.
Item 3.02. Unregistered Sales of
The disclosures under Item 1.01 are incorporated in this Item 3.02 by reference.
The Company has undertaken the obligation in accordance with the HoA to issue to
Clontarf during its next private placement or public offering of the shares of
Common Stock of the Company, unregistered shares of Common Stock of the Company
with a value equivalent to the
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
The following documents are filed herewith:
Exhibit No. Description
Exhibit 1.1 Heads of Agreement.
Exhibit 99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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