PURCHASE CONTRACT

Date: Nov.25th,,2022

Contracct No.:LB-Chile-2022-001（Li）
Inversiones RACS SPA
Address: Padre Hurtado 876 Puente Alto Santiago Chile
(Tin No.:RUT77453249-8)
Contact: Mr.Rodrigo Cortez Soto

(Hereinafter called "Seller")

Address:
(Hereinafter referred to as “The Buyer”)

The Seller agrees to sell Lithium Brine and the Buyer agrees to buy the Lithium Brine
at the terms and conditions set out below,.

1. QUANTITY:
500metric tons WMT, plus/minus ten percent (±10%) shipping tolerances of lithium
Brine to the Buyer, as set out in clause 2. QUALITY below:

2. QUALITY:
The lithium Brine assay typically proceeds as follows:
Anything less than 8.0% purity LI in lithium brine is rejected.
Moisture: Below 1%.
Size: 0-0.1mm.
Free of Radioactivity

3. SHIPMENT:
The ores shall be delivered within 45 days, partial delivery is allowed ,BUT every
shipment delivery cannot be less than 100mts
Packing: 50 kgs in the container.

4.DELIVERY:
The lithium Brine shall be delivered on the terms of FOB ***Port , Chile.

5.PRICE:

5.1 The final Lithium Brine ores are payable as follows:

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 LITHIUM PAYABLE
CONTENT (DOLLARS/DWT)
(%)

CONTRACT NO.: LB-Chile-2022-001(Li) 2/6

 8.00-8.49 4000.00/DWT
8.50-8.99
9.00-9.49
9.50-9.99
10.00-10.49
10.50-10.99
11.00-11.49
11.50-11.99
12.00-12.45
12.50-12.99
13.00-13.49
13.50-13.99
14.00-14.49
15.00-15.49
15.50-15.99
16.00-16.49
16.50-16.99
17.00-17.49
17.50-17.99
18.00-18.49
18.50-18.99
19.00-19.49
19.50-19.99
20%up

Note:
If the Li content is less than 8.00%, the buyer has the option to reject. 
5.2 PAYMENT:
Currency:
All invoice notes must be in DOLLARS and CENTS, and all payments must be made
in DOLLARS and CENTS by the relevant party.

30% payment in advance after signing the contract

(USD4000*100MTS=USD400,000*30%=USD120,000.00 to be paid in advance).
70% of the balance of the partial shipment is based on the total DMT weight of the
assay.
SGS test results released by TRANSFER
against the presentation of the following documents:
a) Seller’s final invoice
b) Seller’s weight list
c) Moisture and assaying determination from the SGS lab in Chile
d) Country of origin : CHILE

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6. Inspection & Assaying:
The final assaying shall be carried out on samples drawn at PORT by SGS in CHILE
for both parties, the weighted average of the inspections results of each delivery shall
be taken as the agreed assay for the purpose of accounting as the basis of final
payment.
Should either of the parties raise an objection to the assaying by SGS , umpire
assaying shall be performed on the sample(s) reserved by the Buyer for this purpose
by a laboratory(s) to be mutually agreed upon by Buyer and Seller, which shall be
from the following list of laboratories:

AHK Mineral Laboratory in China

No. 41 ,the 5th Avenue,TEADA,Tianjin ,PRC 300457

The umpire’s determination shall be final for settlement purposes between Buyer and
Seller. The costs of the umpire’s assaying shall be borne by the party that raises an
objection to the assaying results of AHK Lab in China.
7.TITLE AND RISK:
The full title to the total Contractual quantity of the lithium ore (Lithium Brine) shall
pass to the Buyer when the Seller has received the total payment as stipulated in
Article 5-5.2
According to INCOTERMS 2010, risk passes from seller to buyer when the ore is
delivered on board the performing vessel at the port of loading. 
8.TAXES, TARIFFS AND DUTIES
Any taxes, tariffs and duties, whether present or imposed, on the ores or contained
metals or on commercial documents relating thereto arising in China shall be borne by
the Buyer. Any taxes, tariffs and duties, whether present or imposed, on the ores or
contained metals or on commercial documents relating thereto arising outside China
shall be borne by the Seller.
9. LICENSES
Seller guarantees the timely issuance of any export license(s), if required.
Buyer guarantees the timely issuance of any import license(s), if required.
10. FORCE MAJEURE
In the event of any war, revolution, act of God, flood, storm, earthquake, fire,
explosion, strike, lockout, stoppage of work, combination of workmen, interference of
trade unions, act of government or government appointed agents, obstruction or
blockage of port or wharf, lack of railway or seaborne freight facilities, delays en
route, whether due to mechanical fault or to action of the elements, or in the event of
any other disabling causes whatsoever beyond the reasonable control of the parties, or
in the event .In such event, the duration of this Agreement shall be extended by a
period equal to that during which such circumstances will remain in force, to the
extent that such period is not varied or amended by the remaining provisions of this
Article below.

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Neither Buyer nor Seller may declare Force Majeure in respect of Ore, for which the
pricing has already commenced.
Should the duration of Force Majeure exceed three (3) months, the party who did not
declare Force Majeure shall be entitled, by notice in writing to the other party, to
cancel the tonnage that would have been delivered during the affected period.
If the duration of Force Majeure exceeds nine (9) months, either party may terminate
this Agreement by giving the other party written notice.
The party declaring Force Majeure shall give prompt written notice to the other party
once the cause of such Force Majeure has been resolved.
11. APPLICABLE LAW AND DISPUTE RESOLUTION
This Contract shall be governed by the laws of the People’s Republic of China. Any
dispute arising from or in connection with this Contract shall be settled by friendly
negotiation. If the parties cannot reach an agreement through negotiation, such dispute
shall be submitted to China International Economic and Trade Arbitration
Commission (“CIETAC”) for arbitration, which shall be conducted in accordance with
the CIETAC’s arbitration rules in effect at the time of applying for arbitration. The
venue is in Tianjin, China. The arbitral award is final and binding upon Parties.
12. SUCCESSORS AND ASSIGNEES
This contract and all its provisions shall be binding upon and endure to the benefit of
the successors and assigns of the respective parties hereto. Except as provided in this
Article, neither party may assign this contract without the written consent of the other
party.
13. ENTIRE AGREEMENT
Unless otherwise agreed in writing by the Buyer or Seller, neither this contract nor any
of its provisions may be waived, changed, discharged, or terminated. All previous
negotiations and correspondence are considered void after this contract has been
signed.
IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
above-mentioned day and year.

In the name of and on behalf of the buyer:

Name in Print _____________________________________
Title

Signed ___________ ______

Date

For and on behalf of Seller:

Name in Print _____________________________________
Title

Signed ___________ ______

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Date

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