Letter of Intent, by and between Lithium Corporation and Altura Mining Limited, dated April 29, 2021

1.

Parties

Altura Mining  Ltd (ACN 093 391 774) of Level 9 863 Hay Street Perth WA 6000 Australia (Altura) (or nominee) and Lithium Corporation of 1031 Railroad St. Suite 102B, Elko, Nevada, 89801, United States of America (LTUM).

2.

Purpose

This Term Sheet sets out the terms and conditions of the Earn-in Option Agreement (EOA) in which Altura has a right to earn a 60% interest in the Claims held by LTUM as attached in Schedule 2

3.

Legal Effect

This Term Sheet is legally binding and enforceable on the parties under the laws of Nevada, United States of America

4.

Condition Precedent

This Term Sheet is subject to the condition precedent (CP) that Altura is satisfied, in its sole discretion, with its due diligence enquiries in relation to the Claims and gives LTUM notice in writing to that effect within 60 days after the date of signing this Term Sheet (DD Period).

5.

Exclusivity

During the DD Period, subject to applicable statutory and fiduciary duties, LTUM must not:

(a)      directly or indirectly solicit, invite or facilitate any Competing Proposal; or

(b)      enter into any agreement in respect of a Competing Proposal.

Competing Proposal means a transaction to obtain any interest in the Claims.

6.                    

Claims

The Placer Claims (Claims)are all the claims owned by LTUM located in Esmeralda  County, Nevada forming the Fish Lake Valley Project and which are detailed in Schedule 2

7.                    

Earn-in

Subject to satisfaction of the CP, which will trigger the commencement of Altura’s four year, financial spend requirements (Earn-in Period);

(a)      LTUM grants Altura the sole right to earn a 60% interest (Earned Interest) in the Claims by conducting exploration and incurring expenditure relating to exploration and assessments including associated resource and feasibility studies of the Claims and expenditure incurred in clause 11 (a),(b),(d) to a value of no less than $US 2,000,000 in aggregate (Expenditure) over the 4 year period commencing on the date that the CP is satisfied (Earn-in Period) with the minimum annual expenditure as follows:

·         Year 1 - $US 200,000;

·         Year 2 - $US 400,000;

·         Year 3 - $US 600,000;

·         Year 4 - $US 800,000.

Collectively the Expenditure.

(b)      For the avoidance of doubt, each annual year of the Earn-in Period (years1 - 4) will start on the anniversary of the commencement of the Earn-in Period.

(c)       In addition to the expenditure commitment detailed in (a) above Altura is required to make payments in cash and shares to LTUM upon execution of the EOA on the following basis:

·         Upon signing EOA Altura to pay $US 100,000 and issue the equivalent of $US 100,000 in Altura shares;

·         1^st Anniversary - $US 100,000 plus $US 100,000 equivalent in Altura shares;

·         2^nd Anniversary - $US 125,000 plus $US 100,000 equivalent in Altura shares;

·         3rd Anniversary - $US 150,000 plus $US 100,000 equivalent in Altura shares;

·         4^th Anniversary - $US 150,000 plus $US 100,000 equivalent in Altura shares;

(d)     To this end, LTUM grants Altura the unimpeded right to access and conduct exploration on the Claims during the Earn-in Period.

(e)     Altura may withdraw from the EOA on 1 month's written notice to LTUM, provided that:

(i)       at least $US 500,000 of Expenditure has been funded by Altura.

(f)      Altura may at any time (and from time to time) after the date that the CP is satisfied return responsibility for any Claim to the holder of that Claim. From the effective date of such return, the returned Claim will not be included as a Claim set out in clause 6 above.

(g)     Altura may choose to accelerate the expenditure commitments detailed in (a) above, and as long as the $US 2,000,000 has been spent, and equivalent cash and share payments as detailed in (c) above have been paid or issued as the case may be, then the provisions will be deemed to have been satisfied and the Earn-in Option satisfied.

8.                    

Earn-in of Interest

Upon Altura:

(a)      wholly incurring the Expenditure; and

(b)      providing a report to LTUM of the results of its exploration within the Claims during the Earn-in Period.

Altura earns the right for the Earned Interest to be legally transferred to it and discussions on an unincorporated joint venture (Joint Venture/JV) between the parties will commence along the guidelines set out in item 9.

9.

Joint Venture

Guidelines:

(a)     the purpose of the JV will be to maintain the Claims in good standing, seek debt and equity finance for exploration and development of the Claims;

(b)     each Participant may contribute their interests in the Claims to the JV;

(c)      the commencing participating interests (Participating Interests) in the JV will be 40% LTUM and 60% Altura and the participants will share in the costs, expenditure and products (in kind) of the JV in proportion to their Participating Interests;

(d)     the JV will be managed by a Joint Venture Committee with two members appointed by each of the Parties and voting pro rata on shareholding with the participation of the parties in the JV; the chairman will not have a casting vote and decisions will be by simple majority;

(e)     the Joint Venture Committee will determine initial and then annual subsequent programmes and budgets for the conduct of the JV;

(f)       he Joint Venture Committee will appoint a joint venture manager (Manager), provided that Altura will be appointed as the first Manager;

(g)     the Manager will have day to day management of the Joint Venture, subject to annual programmes and budgets approved by the Joint Venture Committee and subject to the relevant programme and budget, may make cash calls from time to time;

(h)     the parties will be subject to dilution in accordance with an agreed formula; and

(i)       Each Party shall grant the other a Right of First Refusal in relation to any offer considered or received in regard to each Parties equity interest, in the event of notification to either Party for any or all of their equity interest the non-selling Party will have 45 days to match or better the offer.

10.                

Option to purchase equity interest

Upon completion of the EOA Altura may;

(a)      within one (1) year of satisfaction of the EOA and after formally acquiring sixty percent (60%) of the FLV Project, acquire an additional twenty percent (20%) equity interest in the FLV Project from LTUM for one million seven hundred and fifty thousand dollars ($1,750,000);

(b)     within two (2) years of satisfaction of the EOA and formally acquiring eighty percent (80%) of the FLV Project, acquire a further twenty percent (20%) equity interest in the FLV Project from LTUM for one million seven hundred and fifty thousand dollars ($1,750,000);

(c)      in the event that clause 10. (a) and (b) are executed then LTUM will be entitled to a 2.5% Net Smelter Royalty (NSR); and

(d)     Altura can elect to purchase the rights to 50% of the NSR from LTUM for the sum of $US 2,000,000.

11.

Altura obligations during Earn-in Period

During the Earn-in Period, Altura must after satisfaction of clause 4 of this agreement, in respect of the Claims:

(a)      maintain the Claims in full force and good standing and free from any liability for forfeiture or non-renewal;

(b)     comply with the conditions of grant of the Claims, agreements in place at the time of signing with all other parties and government authorities insofar as they apply to the Claims, including paying all fees, rents, and other sums levied or assessed in relation to the Claims; and

(c)      undertake sufficient annual expenditure related to the CLAIMS to comply with the minimum expenditure requirements in item 7;

(d)     Provide LTUM with an annual report (including all data in relation to the Claims; and

(e)     Act in accordance and maintain its OTC listing in the USA.

12.

LTUM obligations during Earn-in Period

During the Earn-in Period, LTUM must in respect of the Claims:

(a)      do all things necessary to enable Altura to exercise its rights to conduct exploration and development activities on the Claims;

(b)     not dispose of, cause or allow any encumbrance or lien to be granted over, or allow an option to be granted to any other person over, all or any part of the Claims;

(c)      not enter into any material contract or incur any material liability in respect of all or any part of the Claims;

(d)     not relinquish all or any part of the Claims or its interest in the Claims without Altura’s prior written consent, except as required by law; and

(e)     promptly notify Altura of any claims, proceedings or notices from any government authority with respect to the Claims.

13.                

Warranties

As at the date of this Term Sheet, each Party warrants for the benefit of the other Party that:

(a)      it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;

(b)     it has full power and capacity to enter into and perform its obligations under this Term Sheet;

(c)      all necessary authorisations for the execution, delivery and performance by it of this Term Sheet in accordance with its terms have been obtained; and

(d)     its execution, delivery and performance of this Term Sheet complies with its constitution and does not constitute a breach of any law or obligation, or cause a default under any agreement by which it is bound.

14.

Formal Agreement

The Parties will negotiate, in good faith and acting reasonably, a formal earn-in and exploration joint venture agreement (Formal Agreement) which will be consistent with and replace and expand upon this Term Sheet,

15. 

Confidentiality

This Term Sheet, and any information, documents or discussions between the Parties (and each parties’ respective officers, employees or representatives) in connection with this Term Sheet are confidential and must not be disclosed by any party to another person except:

(a)        to a party’s employees, advisers, auditors or other consultants or to a Related Body Corporate of a party requiring the information for the purposes of considering or complying with this Term Sheet;

(b)        with the consent of the other party;

(c)         If required by law or the rules of ASX; or OTC or

(d)        if the information is generally and publicly available other than as a result of a breach of confidence by the person receiving the information, and each party may only use such information for the purpose for which it was disclosed; or

(e)       The Parties agree to consult with one another prior to any such releases to each security exchange.

16.                

Termination

If either party breaches this Term Sheet and does not rectify the breach within 14 days of request in writing to do so by the other party, the party that requested remedy of the breach may terminate this Term Sheet on notice in writing to the other party.

17.                

General

Unless expressed to the contrary:

(a)     headings (including those in the first column) are for convenience only and do not affect the interpretation of this document;

(b)    where an expression is defined anywhere in this document (including by bolding and brackets) another part of speech or grammatical form of that expression has a corresponding meaning;

(c)    a reference: to an individual or person includes a firm, corporation, incorporated association and a government or statutory body or authority; any gender includes all genders; the singular includes the plural and vice versa; recitals, clauses, schedules or annexures are to recitals, clauses, schedules or annexures of or to this document;

(d)    a statute, ordinance or other law includes regulations and other statutory instruments made under it and consolidations, amendments and re-enactments of it;

(e)    this Term Sheet or another document includes this document as varied or replaced;

(f)       any party to this document includes that party's executors, administrators, substitutes, successors and permitted assigns. 

(g)      This Term Sheet may be executed in any number of counterparts, each of which when executed and delivered to the other parties shall constitute an original, but all counterparts together shall constitute one and the same agreement.

Claim Name

BLM No.

Area (acres)

1/2

1/4

Sec

Twp

Rge

FLN 1

NV 105231487

80

W

SW

24

1N

36E

FLN 2

NV 105231488

80

E

SE

23

1N

36E

FLN 3

NV 105231489

80

W

SE

23

1N

36E

FLN 4

NV 105231490

80

E

SW

23

1N

36E

FLN 5

NV 105231491

80

W

SW

23

1N

36E

FLN 6

NV 105231492

80

E

SE

22

1N

36E

FLW 2

NV 105231493

80

W

SE

27

1N

36E

FL #5

NMC1006705

80

W

NW

26

1N

36E

FL #6

NMC1006706

80

E

NW

26

1N

36E

FL #7

NMC1006707

80

W

NE

26

1N

36E

FL #8

NMC1006708

80

E

NE

26

1N

36E

FL #9

NMC1006709

80

W

NW

25

1N

36E

FL #10

NMC1087284

80

W

SW

25

1N

36E

FL #11

NMC1087285

80

E

SE

26

1N

36E

FL #12

NMC1006710

80

W

SE

26

1N

36E

FL #13

NMC1006711

80

E

SW

26

1N

36E

FL #14

NMC1006712

80

W

SW

26

1N

36E

FL #15

NV 105231495

80

E

SE

27

1N

36E

FL #16

NV 105231496

80

E

NE

34

1N

36E

FL #17

NMC1006715

80

W

NW

35

1N

36E

FL #18

NMC1006716

80

E

NW

35

1N

36E

FL #19

NMC1006717

80

W

NE

35

1N

36E

FL #20

NMC1087286

80

E

NE

35

1N

36E

FL #21

NV 105231497

80

E

SE

35

1N

36E

FL #22

NMC1006719

80

W

SE

35

1N

36E

FL #23

NMC1006720

80

E

SW

35

1N

36E

FL #24

NMC1006721

80

W

SW

35

1N

36E

FL #90

NMC1087287

80

W

NW

36

1N

36E

FL #25

NV 105231498

80

E

SE

34

1N

36E

FL #26

NV 105231499

79.03

W

NW

2

1S

36E

FL #27

NV 105231500

78.85

E

NW

2

1S

36E

FL #28

NV 105231501

78.67

W

NE

2

1S

36E

FL #29

NV 105231502

78.49

E

NE

2

1S

36E

FL #30

NV 105231503

78.6

W

NW

1

1S

36E

FL #31

NV 105231504

80

W

SE

3

1S

36E

FL #32

NV 105231505

80

E

SE

3

1S

36E

FL #33

NV 105231506

80

W

SW

2

1S

36E

FL #34

NV 105231507

80

E

SW

2

1S

36E

FL #35

NV 105231508

80

W

SE

2

1S

36E

FL #36

NV 105231509

80

E

SW

2

1S

36E

Li 123

NV 105231510

80

N

SE

10

1S

36E

Li 124

NV 105231511

80

N

SW

11

1S

36E

Li 125

NV 105231512

80

S

NE

10

1S

36E

Li 126

NV 105231513

80

S

NW

11

1S

36E

Li 127

NV 105231514

80

N

NE

10

1S

36E

Li 128

NV 105231515

80

N

NW

11

1S

36E

Li 223

NV 105231516

80

N

SE

11

1S

36E

Li 225

NV 105231517

80

S

NE

11

1S

36E

Li 227

NV 105231518

80

N

NE

11

1S

36E

3913.64

Acres

Staked March 21st 2021, but NOT Recorded

Li 0

80

E

NW

10

1S

36E

Li 1

80

S

NE

28

1S

36E

Li 2

80

S

NW

27

1S

36E

Li 3

80

N

NE

28

1S

36E

Li 4

80

N

NW

27

1S

36E

Li 5

80

S

SE

21

1S

36E

Li 6

80

S

SW

22

1S

36E

Li 7

80

N

SE

21

1S

36E

Li 8

80

N

SW

22

1S

36E

Li 9

80

S

NE

21

1S

36E

Li 10

80

S

NW

22

1S

36E

Li 11

80

N

NE

21

1S

36E

Li 12

80

N

NW

22

1S

36E

Li 13

80

S

SE

16

1S

36E

Li 14

80

S

SW

15

1S

36E

Li 15

80

N

SE

16

1S

36E

Li 16

80

N

SW

15

1S

36E

Li 17

80

S

NE

16

1S

36E

Li 18

80

S

NW

15

1S

36E

Li 19

80

N

NE

16

1S

36E

Li 20

80

N

NW

15

1S

36E

Li 22

80

S

SW

10

1S

36E

Li 24

80

N

SW

10

1S

36E

Li 107

80

N

SE

22

1S

36E

Li 109

80

S

NE

22

1S

36E

Li 113

80

S

SE

15

1S

36E

Li 114

80

S

SW

14

1S

36E

Li 115

80

N

SE

15

1S

36E

Li 116

80

N

SW

14

1S

36E

Li 117

80

S

NE

15

1S

36E

Li 118

80

S

NW

14

1S

36E

Li 119

80

N

NE

15

1S

36E

Li 120

80

N

NW

14

1S

36E

Li 121

80

S

SE

10

1S

36E

Li 122

80

S

SW

11

1S

36E

2,800

Acres

Grand Total

6713.64

Acres