RT Lithium Ltd Tianqi Group HK Co., Limited Leader Investment Corporation Windfield Holdings Pty Ltd Acquisition Agreement

(ii)                                 giving Rockwood UK and Tianqi HK advice in writing of a decision by the Treasurer that the Commonwealth Government has no objection to the Transaction on conditions (if any) acceptable to Rockwood UK, Tianqi HK and, to the extent such conditions impose any restriction or obligation on Leader, Leader (each acting reasonably),

whichever first occurs.

(b)                                 (Competition clearance) The German Federal Cartel Office (Bundeskartellamt) or its successor body giving the relevant Rockwood Group Entity all clearances or authorisations which are necessary under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) in respect of the Transactions on conditions (if any) acceptable to Rockwood UK (acting reasonably).

(c)                                  (Selective buy-back approval) The terms of this agreement, to the extent they relate to each selective buy-back (as that term is defined in the Corporations Act) contemplated by the Transaction Steps, is approved by a resolution agreed to, at a general meeting of Windfield, by all ordinary shareholders in Windfield (namely Tianqi HK and Leader) in the manner contemplated by section 257D of the Corporations Act.

(d)                                 (Tianqi Listco shareholder approval) If required by the Shenzhen Stock Exchange (深圳证券交易所), the termination of the equity participation agreements between Tianqi and Tianqi Listco or any subsidiary of Tianqi Listco for the sale of the Tianqi Securities is approved by Tianqi Listco’s shareholders in accordance with applicable law.

2.2                              Parties must co-operate

(a)                                 Each party must co-operate with the other and do all things reasonably necessary to procure that the Conditions Precedent are fulfilled as soon as reasonably possible, and in any event on or before the End Date.

(b)                                 If information containing any references to Leader (other than the mere fact that Leader is selling its shares under this agreement and the terms of such sale) is proposed to be disclosed to the Foreign Investment Review Board in connection with clause 2.1(a) or to the German Federal Cartel Office (Bundeskartellamt) or its successor body in connection with clause 2.1(b), the parties agree that, to the extent permissible by law and reasonably practicable, Leader will be permitted to review and approve the content of such information prior to the disclosure provided that in all instances where information contains any references to Leader, the parties will provide Leader with an advance draft of any such proposed disclosure and consider in good faith any reasonable comments provided by Leader in relation to such proposed disclosure.

(c)                                  Without limiting the generality of clause 2.2(a):

(i)                                    Rockwood UK must or must procure that all necessary and appropriate applications in relation to the Conditions Precedents in clauses 2.1(a) and (b) are made as soon as possible (and in any event within four Business Days of the date of this agreement) and all necessary and appropriate information is supplied promptly for the purpose of enabling those Conditions Precedent to be fulfilled;

(ii)                                 no party may take any action that would or would be likely to prevent or hinder the fulfilment of the Conditions Precedent; and

(iii)                              each party must keep the other parties informed in a timely manner of the status of any discussions or negotiations with relevant third parties regarding the Conditions Precedent and promptly notify the others parties on becoming aware

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of the fulfilment of any Condition Precedent or of any Condition Precedent becoming incapable of being fulfilled.

(d)                                 In respect of the Condition Precedent in clause 2.1(c) and without limiting the generality of clause 2.2(a):

(i)                                    Windfield must cause an explanatory statement to be prepared in connection with the resolution contemplated by clause 2.1(c) setting out all information known to Windfield that is material to the decision how to vote on the resolution (other than information it would be unreasonable to require Windfield to disclose because it had previously disclosed the information to its shareholders);

(ii)                                 Tianqi HK and Leader must ensure that a duly convened board meeting of Windfield is held at which a quorum of directors is present and acting throughout at which it is resolved to:

(A)                              convene a general meeting of Windfield for the purposes of considering the resolution contemplated by clause 2.1(c); and

(B)                              approve the lodgement with ASIC and release to Windfield’s shareholders of a notice for that meeting and the explanatory statement referred to in paragraph (i) (with such amendments as the directors of Windfield consider appropriate);

(iii)                              Windfield must lodge the notice of meeting and explanatory statement with ASIC and then send them to its shareholders; and

(iv)                             Tianqi and Leader must ensure that a duly convened general meeting of Windfield is held at which a quorum of members is present and acting throughout at which each votes all its Tianqi Voting Shares or Leader Voting Shares (as applicable) in favour of the resolution contemplated by the Condition Precedent in clause 2.1(c).

2.3                              No waiver

The Conditions Precedent cannot be waived.

2.4                              Termination before Completion

(a)                                Subject to paragraph (b), a party may terminate this agreement before Completion by giving a notice to the other parties if any Condition Precedent is not fulfilled, or becomes incapable of being fulfilled, on or before the End Date.

(b)                                A party may only terminate this agreement under this clause 2.4, if it has complied in all material respects with its obligations under clause 2.2 in respect of the Conditions Precedent that have not at that time been fulfilled.

(c)                                  If this agreement is terminated under paragraph (a), except for this clause 2.4 and the Specified Clauses, this agreement will be null and void and of no effect.

3                                        Sale and Purchase of Leader Voting Shares

(a)                                 Leader, as legal and beneficial owner, agrees to sell the Leader Voting Shares free from all Security Interests, and Rockwood UK agrees to buy the Leader Voting Shares, for the Purchase Price on the terms set out in this agreement.

(b)                                 Title to, and property in, the Leader Voting Shares:

(i)                                    until Completion, remains solely with Leader; and

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(ii)                                 subject to the provisions of this agreement, passes to Rockwood UK with effect from Completion.

4                                        Subscription for Rockwood Subscription Shares

(a)                                 Rockwood UK agrees to subscribe for the Rockwood Subscription Shares at the Subscription Price (to be fully paid). This agreement serves as an application by Rockwood UK for the allotment at Completion of the Rockwood Subscription Shares and, accordingly, it will not be necessary for Rockwood UK to make a separate application to Windfield.

(b)                                 Rockwood UK and Windfield agree that the Subscription Price payable by Rockwood UK shall be set off against an equivalent principal amount owed by Windfield under the Rockwood Term Loan Agreement in full discharge of each party’s payment obligation with respect to that amount.

5                                        Buy-Back Offers

5.1                              Conversion of Convertible Notes

(a)                                 Promptly following the date of this agreement and in any event before the Completion Date, Tianqi HK must give a Conversion Notice to Windfield in respect of all the Convertible Notes.

(b)                                 On the conversion date specified in the Conversion Notice, Windfield must allot and issue the Tianqi Non-Voting Shares to Tianqi HK, record the cancellation of the Convertible Notes in its register of debenture holders and the allotment and issue of the Tianqi Non-Voting Shares in its register of members, and issue a share certificate in the name of Tianqi HK representing the Tianqi Non-Voting Shares.

5.2                              Buy-backs

(a)                                Promptly and concurrently with the performance of its obligations under clause 2.2(d)(i), Windfield must cause an explanatory statement to be prepared in connection with each Buy-Back Offer setting out all information known to it that is material to the decision whether to accept the Buy-Back Offer.

(b)                                Promptly following the fulfilment of the Condition Precedent in clause 2.1(c), Tianqi HK and Leader must ensure that a duly convened board meeting of Windfield is held at which a quorum of directors is present and acting throughout at which it is resolved to approve the lodgement with ASIC and the giving to Tianqi HK and Leader of the Buy-Back Offers and the explanatory statements referred to in paragraph (a) (with such amendments to the explanatory statements as the directors of Windfield consider appropriate).

(c)                                 Windfield must then lodge the Buy-Back Offers and explanatory statements with ASIC and give them to Tianqi HK and Leader.

(d)                                Promptly following receipt of a Buy-Back Offer, Tianqi HK or Leader (as applicable) must give Windfield notice of its acceptance of the Buy-Back Offer.

6                                        Other Pre-Completion Matters

6.1                              Sellers’ pre-Completion obligations

Prior to the Completion Date, except as expressly disclosed in this agreement or consented to by Rockwood UK, Windfield must conduct the Business only in the ordinary course (including maintenance of the Windfield Group’s existing insurance coverage) and in compliance with the budget and business plan which forms part of the Disclosure Material and applicable law.

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6.2                              Access

Prior to Completion, Windfield must permit Rockwood UK and its appropriate Representatives during normal business hours to:

(a)                                 enter any premises from which the Business is conducted for the purpose of viewing the manner in which the Business is conducted, accompanied by a representative of Windfield; and

(b)                                 have reasonable access to all books of account, books, records, contracts, commitments and property of or relating to the Windfield Group as Rockwood UK may reasonably request.

6.3                              Conditions of access

Rockwood UK may only exercise its right of access under clause 6.2 if:

(a)                                 it has provided Windfield with reasonable prior notice of the access that it requires (including the identity of the persons who are to exercise that right of access on its behalf);

(b)                                 the access will not, in the reasonable opinion of Windfield, interfere with the conduct of the Business; and

(c)                                  it agrees to comply with Windfield’s reasonable requirements and directions in relation to that access.

Any exercise of the right of access under clause 6.2 by Rockwood UK or any of its Representatives is at Rockwood UK’s risk.

6.4                              Notification of Estimated Net Cash Amount

(a)                                 Windfield must notify the other parties of its estimate of the Net Cash Amount at least five Business Days before the Completion Date. The notice must include itemised schedules which support the estimate.

(b)                                 Windfield must consider in good faith any issues another party has raised in relation to the calculation of the Estimated Net Cash Amount.

6.5                              Financial assistance whitewashes

(a)                                 Each of Tianqi HK, Leader and Windfield must ensure that it performs each of the actions contemplated as being performed by it promptly (and, in any event, at least 14 days before the Completion Date) in a manner that satisfies all applicable requirements under section 260B of the Corporations Act.

(b)                                 Windfield must cause an explanatory statement to be prepared in connection with the giving of all financial assistance by Windfield to Rockwood UK in respect of its acquisition of the Leader Voting Shares and the Rockwood Subscription Shares as is contemplated by this agreement and the Rockwood Term Loan Agreements setting out all the information know to Windfield that is material to the decision on how to vote on a resolution by its shareholders to approve the giving of such financial assistance other than information it would be unreasonable to require Windfield to disclose because it has previously disclosed the information to its shareholders.

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(c)                                  Tianqi HK and Leader must ensure that a duly convened board meeting of Windfield is held at which a quorum of directors is present and acting throughout at which it is resolved to:

(i)                                    convene a general meeting of Windfield for the purposes of considering a resolution to approve the giving of the financial assistance; and

(ii)                                 approve the lodgement with ASIC and release to Windfield’s shareholders of a notice for that meeting and the explanatory statement referred to in paragraph (a) (with such amendments as the directors of Windfield consider appropriate);

(d)                                 Windfield must lodge the notice of meeting and explanatory statement with ASIC and then send them to its shareholders; and

(e)                                  Tianqi HK and Leader must ensure that a duly convened general meeting of Windfield is held at which a quorum of members is present and acting throughout at which each votes all its shares in favour of the resolution contemplated by paragraph (b)(i).

(f)                                   Windfield must lodge a notice with ASIC that the giving of the financial assistance has been approved

6.6                              Drawdown notice by Windfield

In sufficient time to ensure that it will be available on the Completion Date and, if applicable, on the day any payment is due by it under clause 8.2(g), Windfield must give a drawdown notice to Rockwood UK in the form and manner contemplated by the Rockwood Term Loan Agreement requesting drawdown of an amount at least equal to the aggregate amount due to be paid by Windfield on the relevant date.

6.7                              Notice by Rockwood UK

(a)                                 At least five Business Days before Completion, Rockwood UK must give the other parties a notice setting out details of up to two persons who are to be appointed from Completion as new directors of the Windfield Group Entities specified in the notice together with original signed consents to act of such persons.

(b)                                 Without limiting any other provision of this agreement (including clause 10.15), Rockwood UK must, five Business Days before Completion, provide written confirmation to Leader that it is not, at the time of providing such notice, aware of any requirement by law to make any deduction or withholding for or on account of any Tax from the payment of the Purchase Price for the Leader Voting Shares or, if it is aware of such requirement, to notify Leader in writing of the basis for such requirement. Rockwood UK also undertakes to notify Leader at any time if it becomes aware of any obligation to make any withholding or deduction from the payment of the Purchase Price.

7                                        Completion

7.1                              Completion place

Completion of the Transaction Steps will take place on the Completion Date, commencing at 11am, at the offices of Allens, Level 37, QV.1 Building, 250 St Georges Terrace, Perth, Western Australia or at any other place as the parties may agree.

7.2                              Obligations in respect of Transaction Steps

(a)                                 Subject to paragraph (b), at Completion each party must perform all the actions to complete the Transaction Steps contemplated as being performed by it in Schedule 1.

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(b)                                 A party must not perform an action to complete a Transaction Step, and will be deemed not to have performed that action, until all actions to complete any Transaction Step listed ahead of that Transaction Step in Schedule 1 have been completed.

7.3                              Additional obligations of Tianqi HK and Leader on Completion

At or prior to Completion:

(a)                                 Tianqi HK and Leader must ensure that a duly convened board meeting of Windfield is held at which a quorum of directors is present and acting throughout at which the taking of each action by Windfield contemplated in the Transaction Steps is approved, subject to Completion;

(b)                                 Tianqi HK and Leader must ensure that a duly convened board meeting of each applicable Windfield Group Entity is held at which a quorum of directors is present and acting throughout at which such persons as Rockwood UK notifies under clause 6.5 are appointed as directors of the Windfield Group Entity, subject to and with effect from Completion and subject to the receipt of duly signed consents to act of such persons;

(c)                                  Leader must deliver to the other parties evidence that all Security Interests held by it over any Tianqi Securities or any securities issued by Talison will be released on Completion and Tianqi HK must deliver to Leader and Windfield evidence that all other Security Interests over any Tianqi Securities or any securities issued by Talison will be released on Completion; and

(d)                                 Leader must deliver to Windfield a written resignation from each director appointed or nominated by it as a director of a Windfield Group Entity.

7.4                              Transaction Steps void if all not completed

(a)                                 Unless each party agrees otherwise, if any Transaction Step does not complete on the Completion Date, the completion of any other Transaction Step is void and the parties must take all action necessary to unwind any Transaction Steps that have been completed so as to restore each party to the position they were in immediately prior to any action being taken to complete a Transaction Steps.

(b)                                 If a Transaction Step does not complete due to the default of or breach of this agreement by a party (such party being the Defaulting Party) and the other parties are required to unwind any Transaction Steps that have been completed pursuant to clause 7.4(a), the Defaulting Party indemnifies each other party for any Liability (including in respect of legal costs or Taxes) incurred by the other party in connection with any reasonable actions taken to unwind any Transaction Steps that have been completed pursuant to clause 7.4(a).