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): November 30,
2010
Li3
Energy, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-127703
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20-3061907
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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Av.
Pardo y Aliaga 699
Of.
802
San
Isidro, Lima, Peru
(Address
of principal executive offices, including zip code)
(51)
1-212-1880
(Registrant’s
telephone number, including area code)
Copy
to:
Adam S.
Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New York,
NY 10022
Phone: (212)
400-6900
Not
applicable
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This
report and its exhibits contain “forward-looking statements.” All
statements other than statements of historical facts included in this report and
its exhibits, including without limitation, statements regarding our financial
position, estimated working capital, business strategy, the plans and objectives
of our management for future operations and those statements preceded by,
followed by or that otherwise include the words “believe,” “expects,”
“anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,”
“objective,” “should,” or similar expressions or variations on such expressions
are forward-looking statements. We can give no assurances that the assumptions
upon which the forward-looking statements are based will prove to be correct.
Because forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors that could cause our actual results to differ materially from
the forward-looking statements, including, but not limited to, our ability to
identify appropriate corporate acquisition and/or joint venture opportunities in
the lithium mining sector and to establish the technical and managerial
infrastructure, and to raise the required capital, to take advantage of, and
successfully participate in such opportunities; future economic conditions;
political stability; and lithium prices. For further information
about the risks we face, see “Risk Factors” in Part I, Item 1A of Amendment No.
1 to our Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on November 5, 2010.
Except
as otherwise required by the federal securities laws, we disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this Report to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Item
8.01 Other Events.
On
November 30 and December 1, 2010, we signed non-binding exclusive letters of
intent with Sociedades Legales de Minerales de LITIO 1 a 6 de la Sierra Hoyada
de Maricunga, a group of six private companies (the “Companies”), to acquire 60%
ownership of the Companies, which collectively own the Maricunga Project
(“Maricunga”) in northern Chile.
The
Maricunga property covers an area of approximately 3,553 acres (1,438 hectares),
comprising six concessions, and is located in the northeast section of the Salar
de Maricunga in Region III of Atacama in northern Chile.
In
exchange for the 60% ownership interest in the Companies, we would pay US$5.1
million and issue a number of shares of our common stock to the Companies equal
to 30% of our outstanding stock on a post-transaction basis. We would
issue additional shares to the Companies upon exercise of any options and
warrants outstanding at the time of closing, in proportion to their percentage
ownership as of closing.
In
addition, we would commit to invest a total of up to US$5 million in work
programs on exploration and studies to advance Maricunga towards the feasibility
study stage.
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We have
agreed to pay the sellers of the interests in the Companies a non-refundable
down payment of US$250,000 by December 7, 2010.
Closing
of the Maricunga acquisition is subject to satisfactory completion of due
diligence and documentation, financing of the cash purchase price and work
commitment by us and other customary conditions. The letters of
intent will expire after 90 days from signing if definitive purchase agreements
have not been signed.
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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.
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Li3
Energy, Inc.
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Dated: December
6, 2010
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By:
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/s/
Luis Saenz
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Name: Luis
Saenz
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Title: Chief
Executive Officer
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