UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 16, 2010
Li3
Energy, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-127703
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20-3061907
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number
|
Identification
No.)
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Av.
Pardo y Aliaga 699 Of. 802
San
Isidro, Lima, Peru
(Address
of principal executive offices) (Zip Code)
(51)
1-212-1880
(Registrant’s
telephone number, including area code)
_____________________________________________
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
February 16, 2010, Li3 Energy, Inc. (the “Company”) entered into an Asset
Purchase Agreement (the “APA”) with Next Lithium Corp., an Ontario corporation,
and Next Lithium (Nevada) Corp., a Nevada corporation (together, “Next
Lithium”), pursuant to which the Company has agreed to purchase all of Next
Lithium’s interests in and rights under (a) an agreement dated October 30, 2009
(the “CSV, LM and MW Option Agreement”), pursuant to which Geoxplor Corp, a
Nevada corporation (“Geoxplor”), has granted to Next Lithium the sole, exclusive
and irrevocable right and option (the “CSV, LM and MW Option”), exercisable in
the manner described in the CSV, LM and MW Option Agreement, to acquire a 100%
beneficial interest in the association placer mining claims known as the CSV
Placer Mineral Claims, LM Placer Mineral Claims and MW Placer Mineral Claims;
and (b) an agreement dated October 30, 2009 (the “BSV Option Agreement,” and,
together with the CSV, LM and MW Option Agreement, the “Option Agreements”),
pursuant to which Geoxplor has granted to Next Lithium the sole, exclusive and
irrevocable right and option (the “BSV Option,” and, together with the CSV, LM
and MW Option, the “Options”), exercisable in the manner described in the BSV
Option Agreement, to acquire a 100% beneficial interest in the association
placer mining claims known as the BSV Placer Mineral Claims; as well as all
associated rights and records.
The CSV
Placer Mineral Claims, LM Placer Mineral Claims, MW Placer Mineral Claims and
BSV Placer Mineral Claims (the “Claims”) cover up to 170,000 acres in Big Smokey
Valley near Tonopah in west central Nevada. Below is a map showing
the location of the Claims in Nevada.
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Mineral
deposits are located either by lode or placer claims. A lode claim is for veins
or lodes of rock in place, and a placer claim is for all forms of deposit other
than veins or lodes of rock in place.
Historically,
the main method by which producers recovered lithium carbonate was from mining
mineral deposits with typical hardrock mining techniques. However,
lithium production from salt brine is more efficient than hard rock
sources. Lithium-rich brine deposits occur in closed basins in high
evaporation environments. Lithium production from brine deposits is
done by way of concentration, collection, and purification the brines are pumped
to a series of evaporation ponds where the lithium chloride in solution is
allowed to concentrate, and soda ash is added to precipitate a lithium
carbonate, which is then rid of any impurities, dried and shipped. By-products
may include saleable compounds such as potash and/or boron.
During
the 1970’s and 1980’s, the United States Geological Survey (“USGS”) carried out
a series of regional reconnaissance programs, including sampling and drilling in
Big Smoky Valley. As part of the USGS drill program, one hole was drilled on the
property covered by the Claims and a second hole was drilled a short distance
west. Both holes intersected geochemically anomalous concentrations of lithium
in the brines, with grades up to 365 parts per million. Gravity surveys over the
region also confirmed the existence of various structures that may have created
topography favorable for evaporite accumulation and subsequent traps, which
potentially could host commercially viable lithium-rich brines.
Under the
terms of the APA, the Company will acquire the Options and associated rights in
exchange for 4,000,000 restricted shares of the Company’s common
stock. The APA contains customary representations, warranties and
indemnifications by Next Lithium. 2,500,000 of these shares of
Company common stock will be held in escrow for one year against any
indemnifiable liabilities that may arise. If the Company shares
retained by Next Lithium cannot be resold under Rule 144 under the Securities
Act of 1933 without restriction at any time following the 13th month after
closing due to the Company’s status as a former “shell” company and its failure
to file required reports with the Securities and Exchange Commission,
and not because of any fault of Next Lithium, the Company will register the
shares for resale under the Securities Act. The acquisition under the
APA is subject to customary conditions to closing.
Also on
February 16, 2010, the Company, Next Lithium and Geoxplor entered into (a) an
amendment of each of the Option Agreements, in which certain terms of the Option
Agreements were amended, and (b) a consent to assignment, in which Geoxplor
consented to the assignment of the Option Agreements by Next Lithium to the
Company.
Under the
CSV, LM and MW Option Agreement, as amended, the Company will pay to Geoxplor
$311,607 on the closing of the acquisition under the APA, subject to a $50,000
hold back for a period of 12 months, conditioned on registration of all of the
CSV Placer Mineral Claims, LM Placer Mineral Claims and MW Placer Mineral
Claims. For each such claim (other than certain claims that are lode claims and
certain claims that are on land withdrawn by the Secretary of the Interior for a
solar energy study area) that is unable to be registered for any reason prior to
the end of such period, $500 will be forfeited by Geoxplor out of the $50,000
hold back. In addition, on the closing of the acquisition under the
APA, Next Lithium will assign to Geoxplor 500,000 of the restricted shares of
the Company’s common stock received by Next Lithium under the
APA. These 500,000 shares assigned to Geoxplor will carry “piggyback”
registration rights until the earlier of: (a) February 16, 2012 or (b) the date
on which all such shares may immediately be sold under Rule 144 during any
ninety- (90-) day period.
Under the
BSV Option Agreement, as amended, the Company will pay to Geoxplor $100,000 on
April 30, 2010. In addition, on the closing of the acquisition
under the APA, Next Lithium will assign to Geoxplor 1,000,000 of the restricted
shares of the Company’s common stock received by Next Lithium under the
APA. These 1,000,000 shares assigned to Geoxplor will carry
“piggyback” registration rights until the earlier of: (a) February 16, 2012 or
(b) the date on which all such shares may immediately be sold under Rule 144
during any ninety- (90-) day period.
After
closing of the acquisition under the APA, the Company plans to begin an
exploration program, which is expected to include surface sampling, regional and
detailed seismic surveys, and diamond drilling and pumping tests. The cost of
the exploration program has been estimated to be $1.5 million and is expected to
be completed by the fourth quarter of 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Li3 Energy, Inc. | |
|
Date:
February 22,
2010
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By: /s/
Luis
Saenz
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|
Luis
Saenz, Chief Executive
Officer
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