Ultra Lithium Inc. (TSX-V:ULT) (OTCQB: ULTXF) (Frankfurt: QFB) is pleased to announce it has signed a binding Term Sheet to sell its Laguna Verde lithium-brine projects in the Catamarca Province for up to 50 million shares in Power Minerals Limited (ASX: PNN).

Ultra Lithium holds 100% of the Laguna Verde lithium-brine project and other salar properties totaling +250,000-hectares in the Catamarca Province of Argentina within the world-renowned lithium triangle in north-west Argentina.

Ultra Lithium’s CEO Weiguo Lang stated, “As a result of recent changes to Canadian Government regulations with respect to critical minerals, Ultra Lithium allowed its previous agreement to explore and develop the Laguna Verde project with Zangge Mining to expire. We look forward to jointly exploring and developing the Laguna Verde project with Power Minerals. It is the best solution for the Company to develop its lithium brine projects under the current geopolitical conditions.”

“This acquisition allows Power to extensively expand our footprint in Argentina with an advanced lithium brine project in the world’s best lithium address. This strategic acquisition comes at an opportune time as interest and demand in Argentinian lithium brine continues to increase. We aim to take advantage of this opportunity, in parallel with our core focus on the development of our Salta Lithium project, with the delineation of a JORC Mineral Resource Estimate for the Laguna Verde Project in the second half of 2023, using results from recently completed drilling by Ultra Lithium at the project. This will complement the ongoing Resource expansion program at Salta,” stated Power Minerals Managing Director, Mena Habib.

Transaction Summary

Ultra Lithium has entered into a binding Term Sheet, subject to 21 days of technical and financial due diligence, whereby it has agreed to sell all the shares in its 100%-owned subsidiaries Ultra Argentina SRL and Ultra Minerals S.A. to Power, in consideration of:

1. i)       25,000,000 ordinary shares in Power constituting approx. 25% of Power’s issued share capital; and
2. ii)      25,000,000 performance rights convertible to ordinary shares in Power for no additional consideration, subject to the definition of a JORC Mineral Resource of 2 million tonnes at greater than or equal to 350ppm lithium carbonate equivalent (LCE) at the Laguna Verde properties within six months and based on drilling results already conducted by Ultra Lithium in late 2022/early 2023.

Shares issued to Ultra Lithium from both tranches will be subject to a 1-year voluntary escrow.

In addition, Power will provide a secured convertible loan for working capital, secured by Ultra Lithium’s Argentinian lithium-brine projects for AUD$1.13m to facilitate the transaction. The principal amount of the loan is convertible, at the option of Power, to common shares of Ultra Lithium at the lowest price per share allowable under the rules of the TSX Venture Exchange. Shares issued to Power will be subject to a 1-year voluntary escrow.

The outstanding loan balance may also be deducted from the number of shares to be issued to Ultra Lithium as consideration for the Laguna Verde properties at a deemed price of $0.35 per share.

In the event the proposed transaction does not proceed, the loan will be fully repayable to Power on demand.

Next Steps

Subject to satisfactory due diligence, Power and Ultra Lithium will enter into a definitive Acquisition Agreement covering all key commercial terms including the share distributions. Power and Ultra Lithium will call extraordinary meetings with respective shareholders to seek final approval of the Acquisition Agreement.

Ultra Lithium will also seek approval from TSXV for the convertible note financing.

Prior to completion of the proposed transaction, Ultra Lithium will transfer certain mineral properties not forming part of the Laguna Verde project out of Ultra Argentina SARL and Ultra Minerals S.A. for retention.

About the Laguna Verde Projects

Ultra Lithium, through its 100% owned subsidiaries, holds 100% of the Laguna Verde Brine Lithium Properties covering 8,168 hectares of Mines and about 260,000 hectares of other Exploration Claims in Catamarca Province of Argentina, located in the Lithium Triangle, which hosts the world’s largest lithium brine operations.

The Laguna Verde brine lithium property comprises 7,569 hectares of land over three mining licenses in Catamarca Province. Geologically, the property is located in the main lithium-bearing region of South America, in the Altiplano Puna plateau (Puna), which is approximately 2,000km long by 300km wide with an average elevation of 3,500m, controlling the geomorphology of the central Andes.

See below Table 1 for a list of licences being acquired by Power, and Figures 1 and 2, which show the project area.

Table 1: ULT Properties being purchased by PNN

Ultra Lithium has been conducting lithium exploration work at the Laguna Verde lithium project since 2017. Exploration between 2017 and 2021 included surface brine sampling, ground geophysical surveys and bench scale evaporation test work. Power will report on all previous exploration work once technical due diligence has been undertaken and a JORC Code 2012 Edition Reporting of Results Table has been completed.

In February, Ultra Lithium announced assay results from the first and second rounds of drilling and sampling at Laguna Verde, completed in January and February 2023 (See the Company’s news release dated February 28, 2023). Ultra Lithium CEO Dr. Weiguo Lang, stated, “The assay results from Laguna Verde indicate great potential for the project interpreted as a single brine aquifer

showing consistent values of lithium and other parameters down to an open depth of 227 meters.”

On completion of the Acquisition, Power and Ultra Lithium plan to work towards the definition of a maiden JORC Mineral Resource at Laguna Verde.

Figure 1: Laguna Verde I, II, III, La Maru, Blanca Elena, Griselda, Kolla 1-6 and 9, Archivarca Norte claims

https://www.globenewswire.com/NewsRoom/AttachmentNg/82ac654c-3bd0-4066-98a4-f6c5edf27233

Figure 2: claims

https://www.globenewswire.com/NewsRoom/AttachmentNg/aed2fc72-e465-459a-9f31-3428285d4143

About Power Minerals Limited

Power Minerals Limited is an ASX-listed lithium-focused exploration and development company, committed to the systematic exploration and development of its core asset, the Salta Lithium Brine Project in the prolific lithium triangle in the Salta Province in Argentina. It is currently undertaking a major JORC Mineral Resource expansion drilling campaign at Salta, and is focused on expediting development of the Project into a potential, future lithium producing operation. Power also has a portfolio of other assets in key, demand-driven commodities including; kaolin-halloysite, nickel-copper-cobalt and PGEs.

About Ultra Lithium Inc.

Ultra Lithium is an exploration and development company with a focus on the acquisition and development of lithium, gold, and copper assets. The Company holds a brine lithium property in Argentina, hard rock spodumene type lithium properties at the Georgia Lake/Forgan Lake area in Northwestern Ontario, Canada, and a brine lithium property in the Big Smoky Valley, Nevada, USA. The Company also holds other gold and base metals properties in Argentina.