Attached files
| file | filename |
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| EX-10.2 - FORM OF WARRANT - Li3 Energy, Inc. | v205693_ex10-2.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Li3 Energy, Inc. | v205693_ex10-1.htm |
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): December 9,
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)
|
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
3.02 Unregistered Sales of Equity
Securities.
On
December 9, 2010, Li3 Energy, Inc. (the “Company”) held an initial closing
of a private placement offering (the “Offering”) with respect to 3,333,338
units of its securities (the “Units”) to institutional and accredited investors
and non-U.S. persons for gross proceeds of $500,000, at an offering price of
$0.15 per Unit. Each Unit consists of (i) one share of common stock, par
value $0.001 per share, of the Company (“Common Stock”), and (ii) a warrant to
purchase one share of common stock at an exercise price of $0.15 per share
(the “Warrants”). The Warrants will be exercisable from issuance until
five years after the final closing of the Offering. The Company plans
to apply the net proceeds of this closing towards the Maricunga Deposit (as
defined below), certain outstanding accounts payable and working
capital.
The
subscription agreements (the “Subscription Agreements”) between the Company and
each investor (each “Subscriber”) in the Offering provide the Subscribers with
certain “piggyback” registration rights covering the shares of Common Stock
included in the Units and the shares of Common Stock issuable upon exercise of
the Warrants.
The
Company entered into an agreement to pay a finder (the “Finder”) cash fees of 7%
of the purchase price of each Unit sold in the Offering to investors introduced
to the Company by the Finder (the “Introduced Investors”), and to issue such
Finder five-year warrants (the “Finder Warrants”) exercisable at $0.15 per share
to purchase a number of shares of Common Stock equal to up to 7% of the
shares of Common Stock included in the Units sold in the Offering to the
Introduced Investors. As a result of the sales of the Units in the December 9,
2010, closing, we have paid an aggregate of approximately $28,000 of fees to the
Finder and have issued and/or become obligated to issue Finder Warrants to
purchase an aggregate of 186,667 shares of Common Stock.
2
The sale
of the Units and the securities contained therein were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof and Regulation D and/or Regulation S promulgated thereunder, as
transactions by an issuer not involving a public offering. The
purchasers of the securities represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were affixed to the
certificates issued in such transactions. All purchasers of the
securities represented and warranted, among other things, that they were
accredited investors within the meaning of Regulation D and/or non-U.S. persons
within the meaning of Regulation S, that they had the knowledge and experience
in financial and business matters necessary to evaluate the merits and risks of
an investment in the Company and had the ability to bear the economic risks of
the investment, and that they had adequate access to information about the
Company.
Item
8.01 Other Events.
As
previously disclosed, 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
“Maricunga Companies”), to acquire 60% ownership of such Maricunga Companies,
which collectively own the Maricunga Project (“Maricunga”) in northern
Chile.
We plan
to use $250,000 of the proceeds from the Offering to pay the non-refundable down
payment (the “Maricunga Deposit”) required under the letters of intent on or
about December 16, 2010. In connection with our payment of the
Maricunga Deposit, we expect the sellers of the interests in the Maricunga
Companies to agree to waive the provisions in the letters of intent requiring
our payment of the Maricunga Deposit by December 7, 2010, and to waive any
default or non-compliance resulting from the Maricunga Deposit being received
after said deadline.
Closing
of the Maricunga acquisition remains 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 on February 28 and March 1, 2011, if definitive purchase
agreements have not been signed.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
The
following Exhibits are being filed with this Report.
3
In
reviewing the agreements included as exhibits to this Report, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:
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•
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should
not be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be
inaccurate;
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•
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have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
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•
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may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
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•
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were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
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Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found in the Company’s other public
filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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Exhibit
Number
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Description
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10.1
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Form
of Subscription Agreement between the Company and each subscriber in the
Offering
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10.2
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Form
of Warrant included in the
Units
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4
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
15, 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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5
EXHIBIT
INDEX
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Exhibit
Number
|
Description
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10.1
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Form
of Subscription Agreement between the Company and each subscriber in the
Offering
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10.2
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Form
of Warrant included in the
Units
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6