Letter of Intent for a Joint Venture and Project Funding

In This Article:

VANCOUVER, BC, Jan. 14, 2025 /PRNewswire/ -- Lithium South Development Corporation (the "Company" or "Lithium South") (TSX-V: LIS) (OTCQB: LISMF) (Frankfurt: OGPQ) is pleased to announce the signing of a Letter of Intent ("LOI")( January 10, 2025 )for the cooperative development of the Hombre Muerto North Lithium Project ("HMN Li Project"), located in Salta Province, Argentina.

(PRNewsfoto/Lithium South Development Corporation)
(PRNewsfoto/Lithium South Development Corporation)

Letter of Intent

The Company and a non-related party ( the "Party") which will remain confidential until the completion of a Definitive Agreement ("DA"), have entered into an LOI for the development and financing of the HMN Li Project. The Party is a private European corporation with strong financing abilities.  The LOI was entered into with the approval of the majority of the board of directors of Lithium South. The following is a summary of the terms of the LOI:

1.  On a best-efforts basis, the Party will procure a capital loan for up to US$10 Million for the completion of a Definitive Feasibility Study ("DFS") on the HMN Li Project;

2.  On a best-efforts basis, the Party will procure project Funding for 80% of the CAPEX as defined in the DFS;

3.  An earn-in at the project level whereby the Party earns 10% upon delivery of a loan confirmation letter for up to US$9million for the DFS and a further 30% upon delivery of a loan confirmation letter for project Funding for 80% of the CAPEX;

4.  At the option of the Party and at completion of the Definitive Agreement, the Company agrees to issue to the Party Special Warrants for a price of US$1 Million.  The Special Warrants when converted will equal 10 % of the issued and outstanding shares of LIS at the time of conversion. The funds will be allocated 70% to the DFS and 30% to general working capital.

5.  The Party will obtain rights to 80% of the lithium production at the HMN Li Project as an offtake, with a commercialization commission of 4% of gross sales.

6.  The Party will be granted rights of first refusal in respect of the sale of any interest LIS holds in the HMN Li Project and any future placement of equity in LIS.

The foregoing arrangements are subject to LIS and the Party entering into a DA. Conditions Precedent to entering into the DA include renegotiation of the existing Chemphys/LIS offtake agreement to the satisfaction of the Party, completion of due diligence by the Party within 60 days (which has already commenced), the approval of each respective board, exchange and regulatory approval and no material adverse change in the business affairs of LIS or the Party.

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