20/6/2024
16:50 | This is interesting from NEXT-CHEMX. ?StreetInsiderUpgrade to SI Premium - Free TrialForm 10-K NEXT-ChemX Corporation. For: Dec 31April 1, 2024 2:37 PM UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 ? Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from _______________ to _______________ Commission File Number: 000-56379 NEXT-CHEMX CORPORATION(Exact name of small Business Issuer as specified in its charter) Nevada 32-0446353(State or other jurisdiction (IRS Employerof incorporation or organization) Identification No.) 1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, Nevada 89135(Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (725-867-0789) n/aFormer address if changed since last report Securities registered under Section 12(b) of the Exchange Act: Title of each Class Ticker Symbol Name of each exchange on which registeredNone None None Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.001 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ? No ? Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ? No ? Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ? Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No ? Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ? Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ?Accelerated Filer ?Non-Accelerated Filer ?Smaller Reporting Company ? Emerging Growth Company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ? Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ? If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ? Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ? Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ? Yes ? No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed fiscal quarter (December 31, 2023): $41,679,153.00 State the number of shares outstanding of the registrant's $0.001 par value common stock as of the close of business on the latest practicable date (March 29, 2024): 28,546,834 Documents incorporated by reference: None. TABLE OF CONTENTS PART I ITEM 1.BUSINESS4ITEM 1A.RISK FACTORS17ITEM 1B.UNRESOLVED STAFF COMMENTS17ITEM 2.PROPERTIES17ITEM 3.LEGAL PROCEEDINGS17ITEM 4.MINE SAFETY DISCLOSURES17 PART II ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES18ITEM 6.[RESERVED]20ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION20ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK25ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA25ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE26ITEM 9ACONTROLS AND PROCEDURES26ITEM 9B.OTHER INFORMATION27ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS27 PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE28ITEM 11.EXECUTIVE COMPENSATION29ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS30ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE30ITEM 14PRINCIPAL ACCOUNTING FEES AND SERVICES31 PART IV ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES32 SIGNATURES33 2 FORWARD LOOKING STATEMENTS Forward-Looking Statements This Annual Report on Form 10-K (the "Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("Reform Act") regarding future events and the future results and prospects of NEXT-ChemX Corporation (the "Company"). In particular, these are to be found in Part I, Item 1 of this Report under the heading "Business" and Part II, Item 7 under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations". Forward-looking statements set out management's current expectations, estimates and projections in particular in relation to the Company's future business and are based on certain assumptions about future events. Any statement contained herein that does not directly relate to any historical or current fact is a foreword-looking statement within the meaning of the Reform Act. Words such as "future," "expects," "anticipates," "intends," "plans," "believes," "estimates," "predicts," "will," "would," "could," "can," "may," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company's other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements. Unless otherwise stated, all information presented herein is based on the Company's fiscal calendar, and references to particular years, quarters, months or periods refer to the Company's fiscal years ended in December and the associated quarters, months and periods of those fiscal years. 3 PART I ITEM 1. BUSINESS. Company History and General Information NEXT-ChemX Corporation (the "Company"), originally known as WeWin Group Corp before becoming, from December 2018, AllyMe Group, Inc., was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes and listed under the trading symbol ("WWIN"). On April 26, 2021, the Company underwent a change of control in which the previous majority shareholder of the Company, sold 8,618,000 shares of common stock of the Company to Arastou Mahjoory and Kenneth Mollicone, each an accredited investor, in equal parts with one additional share held by Mr Mollicone. On April 27, 2021, the Company entered into that certain Asset Purchase Agreement (the "Asset Purchase Agreement") with a Texas private company, NEXT-ChemX Corporation ("NEXT-ChemX (Private)"), pursuant to which the Company acquired the certain intellectual property assets of NEXT-ChemX (Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company (the "APA Issuance"). As a result of this acquisition of assets, the business of the Company was changed to the commercialization of the certain novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology ("iTDE Technology"). Since the iTDE Technology is to be embodied in a definite system that will process and extract targeted chemicals, the current business is now, following the reorganization, best defined under SIC Code: 3559 - Chemical Machinery and Equipment. Following the acquisition and the APA Issuance, Messrs. Mahjoory and Mollicone acquire an additional 322,989 shares of common stock from several minority shareholders and agreed to cancel an aggregate of 5,418,000 of their shares of common stock of the Company. As part of the reorganization of the business of the Company, the Company's Board of Directors and management were also changed, with all previous directors and officers resigning and being replaced with 2 Directors nominated by NEXT-ChemX (Private). In addition, the Company's plans, organization, focus and long-term strategy were redefined. As a result, the projections, prospects and expectations contained in the Company's reporting documents issued since April 27, 2021 outline a very different future, having been radically reassessed. In order that the change of the business of the Company from business consulting to the design and manufacture of chemical extraction equipment be clearly underlined, and better to reflect to the markets the actual business of the Company, the Company's Board of Directors decided change its name, adopting the name of its new principal shareholder, NEXT-ChemX (Private) that had supplied the iTDE Technology in exchange for the APA Issuance. The Board of Directors considered that name 'NEXT-ChemX' better defines the Company's new business of Chemical extraction, signals the novel approach of the iTDE Technology and distances the Company from its original business consulting roots. On June 16, 2021, the Company's Board of Directors approved the change of name from "AllyMe Group Inc." to "NEXT-ChemX Corporation". Approval for this was granted by FINRA on July 22, 2021. The Company began trading under the new trading symbol "CHMX" on July 30, 2021. The Company's principal address is at 1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, Nevada. The Company currently conducts its principal development work in India. The Company has adopted a December 31 fiscal year end. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an "emerging growth company" is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year. 4 Overview of the Business iTDE Technology: a disruptive advance in sustainable material-extraction techniques The iTDE Technology is the principal asset of the business. It enables the creation of a versatile ion extraction system based on a unique chemistry that operates by passing liquids containing ions (e.g.: brines, leach liquors, oils, contaminated water) through a circuit of very-high surface-area hollow fiber membranes ("iTDE System"). From this flow, targeted ions are attracted across a membrane to accumulate the required, targeted materials in a process called "ion-harvesting". The iTDE System, which mimics the chemistry of biological processes, operates at standard temperature and pressure. The speed of the flow (and harvest rate) depends on several operational factors which include the composition of the liquid. Nature has evolved very efficient processes to extract ions from solutions and much of higher life biology is based on these principles. By mimicking this, our iTDE System is effective and efficient without using high pressures or high temperatures. This radical new commercial approach to extraction technique harnesses principles as old as nature herself. The iTDE Technology has now proven its ability to extract a large array of different ions from liquid solutions as one would expect from the natural environment, operating at ambient temperatures and pressures and even where targeted ions exist in low concentrations. Due to its operational methodology, the iTDE System extracts continuously, without the need for batching, separation or evaporation stages, targeting ions directly from the fluid flow. While a deployed system may use filtration or other techniques to remove certain impurities prior to commencing extraction, the iTDE System itself avoids the need for sophisticated filtration techniques, electrolysis or ion-exchange and does not operate using osmotic process. As a result, it uses significantly less energy in comparison to currently deployed market alternatives and can easily be adapted to extract a range of valuable materials from the same brines and liquors. By adjusting system variables, the iTDE System can extract ions existing in very low concentrations from liquid solutions without the need to pre-concentrate the solution through evaporation. This is an important feature where the removal of chemical contaminants is critical or where other environmental considerations are important, notably, in respect of water management programs. The system can also be used as a synergistic resource for improving water supply, for example by reducing the salinity of aquifers from which solutions are drawn while simultaneously harvesting commercially interesting ions and salts. The iTDE System only extracts targeted materials and should not precipitate a contaminated residue or result in a waste that may be difficult to deal with environmentally. The result is that the system generates much less damaging waste than alternatives and is usefully deployed in areas where water resources are precious. A critical advantage of the iTDE Process is its alignment with sustainable systems. Sustainable processes are those that do not disrupt the natural cycles when they operate to make change and do not deplete finite resources unacceptably to drive their process; we believe that since iTDE Technology only removes specific ions from targeted solutions, leaving the remaining solution essentially unchanged, the iTDE System provides a truly sustainable process: a "surgical" means of concentrating required materials from solutions. This gives the iTDE System an innate advantage in its ability to refine and improve liquids and oils as well as cleaning or decontaminating the environment. The iTDE System is expected to be introduced as a modular system, completely scalable (essentially by adding more circuits), making it both economical and flexible. Land usage is dedicated only to the system installation with its plant, necessary storage tanks and collection facilities. Where once the modules were deployed there is little if any lasting damage to the environment from system operations. The Company plans to deliver the iTDE system to market in units based on the geometry of a 40' sized container, configured as part of a larger system. This gives the total plant a low maintenance downtime and allows the Company a unique ability to service iTDE Systems by "hot swapping" the component parts for operational variation or for maintenance purposes, thus maximizing efficiency. The Company is unaware of any similar process and believes its iTDE System to be unique in its advantages. 5 The Commercialization Process In general, the process of commercialization of any physically embodied novel technology from its theoretical proposal to its successful commercialization follows a broadly similar course. This can be described as follows: ?Initial Phase: the technology must be demonstrated as novel and viable: it actually has to be proven to work. Proving technology usually takes place in a laboratory and demonstrates its functionality and practical application. At the end of this process, the technology can be said to be proven, but it is not yet necessarily commercially viable; ?Pilot Testing Phase: once proven, the process of defining limitations, process elucidation and scale up begins, usually with some form of controlled pilot system. These are developed first to ensure that the system can still operate away from the laboratory bench, and more robustly, but are also required to define and measure the operational capabilities of the technology. At this stage information is gathered to document process variations and the effects of adjustments and modifications; different materials and operational parameters may be tried and tested; ?Concurrently with and extending beyond the initial controlled pilot system, the process control systems should be designed and tested to ensure quality control and reliability. In this respect, initial controls are also used as development tools for the system but must be reduced to the minimum interference and cost for the process quality control. At this stage quality measurement points and process control systems are mapped and defined and/or developed. With the iTDE System, it is important to define process kinetics in depth to identify variables in the definition of process controls and modifiers for specific customer supplied liquid materials; ?Operational data from the initial controlled pilot system is additionally used to create working economic models that define expenses and predict commercial operating and lifetime costs. This forms the basis of product and system definition that can be used to finalize a proposed commercial viability analysis as well as marketing documentation; ?At this stage practical testing can be done preferably with potential customer and commercial partner inputs of materials, conditions and requirements. This opens the first marketing efforts. ?Operational Pilot Deployment Phase: From the controlled pilot system, the next phase is to move to the construction of a commercial pilot plant. This incorporates and makes use of all the system definitions and improvements resulting from the controlled pilot system to create a robust commercially deployable system that can operate in the field. This is essentially a 'prototype' of the final product. The prototype system will usually include many process controls necessary to monitor the operation of the system in full deployment. At this stage, the system is usually deployed with a partner willing to allow the operation of their plant together with the Company as technology developer; ?Measuring plant operation against real-world considerations is vital to the implementation of operating efficiency and to calibrating the reliability of the system. Parameters are adjusted to compensate for deployed operational conditions or to accommodate deployment and operational issues; ?Commercial data is collected to finalize the commercialization model; ?Operational manuals are designed and produced, and issues of product liability are resolved eventually with input from insurance organizations and environmental groups; ?Product certifications are sought where applicable; and ?Marketing materials are finalized. ?Initial Commercial Deployment Phase: Initial commercial deployment focuses on the construction and scale up of production facilities organized and documented, suitable to meet commercial demand. The introduction of the products and systems is carefully controlled and priced to enable a controlled ramp up of production, while discouraging copies and patent litigation; ?Options for specially designed systems and an expansion of the defined field of usage is considered and explored; ?Financing options to assist with sales are also explored at this stage; ?Full Commercialization: The final phase is the Full Commercialization Deployment supported by finance and production as well as a clear marketing plan. 6 These five technology commercialization stages outlined above are broadly generic, but do also apply specifically to the Company's business. While at present the Company has no revenues, and therefore requires investment to follow the process of working towards Full Commercial Deployment of the iTDE Technology, the Company has been advancing slowly towards its business goals, following the technology commercialization plan outlined above. The current principal goal is deployment of a viable product that embodies the iTDE Technology and is commercially advantageous. Based on the current information, Management believes that the achievement of this goal is fully possible. To understand this more specifically, it is important to assess where in the commercialization process the iTDE Technology is currently to be found, as this addresses in part the business opportunity represented by the iTDE Technology, as well as defining the work remaining along such commercialization path and points to the time necessary for its potential introduction to the market. The Company's progress towards Market Readiness It is always difficult to identify exactly where any technology is to be found along the path to its commercialization and how soon it will be ready for commercial deployment. Throughout fiscal year 2023, the focus was on the design and construction of a controlled pilot system consistent with the needs of the pilot testing phase. In order better to concentrate on this, given the limited resources and knowing that the extraction technology has been proven in the laboratory for a variety of critical materials, the Illinois Laboratory was closed during 2023 and the Company turned to consider the engineering issues using consultants and contractors from India. having proven certain extraction rates, and the ability of the iTDE Technology to operate effectively. This puts us into the second phase. The best estimate for completion of the controlled pilot plant is that it will be operational at the beginning of the third quarter of 2024. If successful, this could lead to operational pilot deployment at customer sites in the first quarter of 2025. The principal focus of the commercialization effort is the extraction of Lithium from brines and geothermal sources as well as liquors from leached mined ores. In the design of our lithium extraction process, we have developed a system for the extraction of the many valuable naturally occurring additional ions present in lithium-containing solutions. We believe that this approach, isolating a variety of different elements during extraction, will yield potential additional revenues or improve the environment by reducing or eliminating unwanted ions, including contaminates. The resulting process should generate a more cost effective lithium extraction by enabling the sale of other valuable materials, with minimal disruption to the environment. In recent years there has developed considerable concern regarding the environmental effects of commercially deployed methods of lithium extraction, in particular South America where water resources are lost to evaporation, and toxic concentration lakes have a profound impact on the environment, particularly the fauna. By using the iTDE System, we believe that most of the water resources can be either be returned to the aquifers or lakes from which they were drawn so that the long-term disruptive footprint of the process will be minimal, or potentially used in human activities such as farming or social or development needs. On March 27, 2023, the Company entered into a contractual partnership agreement ("Partnership Agreement") with the UK AIM listed company Clontarf Energy plc ("Clontarf"). The Partnership Agreement provides for the formation of a 50:50 joint venture intended to be the vehicle the parties to the Partnership Agreement use to negotiate with "Pública Nacional Estratégica Yacimientos de Litio Bolivianos" (the 'National Strategic Public Company of Bolivian Lithium Deposits' or "YLB") for the rights to exploit lithium mining and extraction in Bolivia using iTDE Technology. If successful, the partners plan to create a corporate joint venture organized in Bolivia ("JVCo") that would commence operations for the benefit of the partners. On April 21, 2023, following (i) receipt by the Company of US$500,000 paid by Clontarf to secure for the Partners' cooperation the exclusive rights to use the iTDE technology on the territory of Bolivia to extract lithium from Bolivian brines ("Exclusivity Fee"), and (ii) the issuance by Clontarf to the Company of 192,500,000 Clontarf shares in certificated form immediately and an additional 192,500,000 Clontarf shares in certificated form under an agreement subjecting the said shares to a "locked in period" restricting the trading of the share for a period of 12-months from issuance. Half of these shares were paid in commission to a third party that had arranged the relationship with Clontarf. 7 Under the terms of the Partnership Agreement, the Company issued to Clontarf 100,000 fully paid restricted shares of common stock of the Company representing the US dollar value of $500,000. Under the terms of the Partnership Agreement, if the Company concludes a transaction with 2 specific named entities on or before March 27, 2025, Clontarf will be entitled to a 15% contributing interest in the Company's component of the agreed structure resulting from the agreement with either or both named third parties. The entitlement of Clontarf to any fees shall be limited to any participation by the Company in the ownership of the equity of any joint ventures or other forms of corporate cooperation between the Company and those two entities. Such entitlement shall exclude any participation in the maintenance or management arrangements for the iTDE technology or any similar tolling or servicing arrangement. If the business proceeds successfully, the Partnership Agreement provides for Clontarf to issue to the Company the following of its fully paid ordinary shares: (i) if, in the opinion of Clontarf, acting reasonable, the processing of brines from Bolivia through the Company's pilot plant system is successful (i.e. with reasonably adequate purities, recoveries and costs) and leads to the commencement of Phase Two, then Clontarf will issue 250,000,000 shares in certificated form (half of which will not be freely tradeable and remain locked under a specific documented lock in agreement and held by Clontarf for 12 months from the date of issue); and (ii) upon the entry into a construction and processing contract or other arrangement between JVCo and YLB in respect of the processing of Bolivian brines utilizing the Company's processing technology, 250,000,000 Shares in certificate form (half of which will be locked in for 12 months from the date of issue as shall be documented in a specific lock in agreement and the certificates for such locked in shares shall be held by Clontarf for the said locked in period Apart from certain decisions reserved for certain parties of the Partnership Agreement, defined below, decisions will be taken unanimously by the parties to the Partnership Agreement, however, the Partnership Agreement provides for a delegation to managers appointed by and representing each party's interests. Managers must decide unanimously all decisions, however, only the parties to the agreement may make decisions relating to: (a)Issue additional Partnership interests relating to funding the Bolivian pilot plant; (b)Sell or otherwise dispose of all or substantially all of the Partnership property or any Partnership property, other than in the ordinary course of business; (c)Hypothecate any Partnership property to the extent that the secured indebtedness from such hypothecation would exceed $10,000; (d)Incur or refinance any indebtedness for money borrowed by the Partnership, whether secured or unsecured and including any indebtedness for money borrowed from a Partner if, after such financing, the aggregate indebtedness of the Partnership would exceed $100,000; (e)Incur any liability or make any single expenditure or series of related expenditures in an amount exceeding $50,000; (f)Construct any capital improvements, repairs, alterations or changes involving an amount in excess of $50,000; (g)Lend money to or guaranty or become surety for the obligations of any Person; (h)Compromise or settle any claim against or inuring to the benefit of the Partnership involving an amount in controversy in excess of $50,000; (i)Cause the Partnership to commence a voluntary case as debtor under the United States Bankruptcy Code; (j)Take any action which, pursuant to this Agreement, specifically requires the consent or approval of Partners; or (k)Enter into any agreement, arrangement or understanding, written or oral, to do any of the above. In principle all decisions made by the partnership, until such time as the new operating company is established in Bolivia, shall be made unanimously. Partners may delegate their decision-making rights to their managers appointed to the partnership, however, the following decisions are reserved for the parties alone: (i) the Company shall have the right to decide on any issues that relate to the iTDE Technology and its process systems including: their use, implementation and demonstration; the manner of their deployment and any operational issues relating thereto, provided however, this shall be done in the interest of furthering the Partnership's purpose within the constraints of the extraction system; and the Company shall also decide on all matters relating to the pursuit, maintenance, defense and enforcement of the iTDE Technology; and 8 (ii) Clontarf shall have the right to make any decisions regarding the negotiations with YLB, third parties dealing with YLB and the terms of the arrangement with YLB, provided however, any benefits derived from the Exploitation Agreements will vest in the Partnership or JVCo with the Partners treated equally. No party to the Partnership Agreement shall be liable to contribute capital to the Partnership and all monies expended by the parties to the Partnership Agreement prior to successful demonstrations of the iTDE technology to YLB officials leading to an understanding regarding the deployment of a pilot plant in Bolivia will be borne by each party, excepting the cost of YLB officials visiting for demonstration of the iTDE Technology. Agreed expenses thereafter shall be covered by agreed capital contributions or considered a debt to be reimbursed by the Partnership, paying reasonable agreed interest, unless and until the Partnership shall require deploying the pilot plant in Bolivia. When financing the cost of a Bolivian pilot plant (based on the budget provided by the Company), any amounts required exceeding $100,000, should be made by funding to the capital of the Partnership and may operate to change the ownership if the Partnership in the following manner: Each Partner will have equal opportunity cover the required financing by making agreed contributions to the capital of the Partnership in proportion to that Partner's share of the Partnership, however, if a Partner is unwilling or unable to meet such additional required contribution within a reasonable period, then the remaining Partner may contribute that proportion remaining unfunded. In this event, the additional capital contribution of such Partner will be made against an increase in the ownership percentage in the Partnership by the contributing Partner proportionally, provided however, such increase will not decrease the other Partner's interest to below 25% of either the Partnership or JVCo. The Partnership Agreement will terminate with the unanimous consent of all Partners, or on the occurrence of one of the following events: (i) following the formation of JVCo; or (ii) in the event that the JVCo is not formed, within three (3) years from the entry into force of the Partnership Agreement; or (iii) in the event of the involuntary withdrawal of a Partner. The involuntary withdrawal of a partner in the Partnership will result from (without limitation): the liquidation or insolvency of a Partner; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; expulsion of a Partner; operation of law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the Partnership into disrepute. Long Term Prospects and Market Potential. The iTDE Technology has a wide field of potential future applications. In addition to lithium extraction, the system can; extract fatty acids from vegetable oils to create a superior refining process that does not produce certain toxic waste generated by the currently deployed process; extract radioactive ions from nuclear waste waters; extract specific metal ions from mining leach solutions and waste effluents; in recycling; and can remove ions from seawater for desalination, among other things. The potential of these applications has not been fully explored by the Company although some work was commenced before suspension in early 2022 to focus on lithium. The Company has adopted the following prioritization of its product development strategy for the iTDE Technology incorporating the following order of priority (all dates are estimates): ?Current: Lithium Extraction from Natural Brines, Geothermal Wells & Mine Leach Solutions; ?Commencing 3rd Quarter 2024: Vegetable oil refining by direct extraction of deleterious Fatty Acids; ?Late 2024: Direct Extraction of Radioactive Ions from Nuclear wastewater. Vegetable Oil Refining. During the last 4 months of 2021, initial feasibility testing was carried out on the removal of fatty acids from vegetable oils. This included the removal of various glycerides present in biodiesels which are difficult to remove. The testing showed initial promise. The Company anticipates that its solution will be significantly less environmentally unfriendly and inefficient than current methods and expects the iTDE System to reduce oil production costs. Much of this work was carried out in Ukraine and the program was suspended at the beginning of 2022 due to the invasion of Ukraine by Russian forces. 9 Removal of Radioactive Contamination: In 2021 discussions were held in Ukraine to secure materials at a controlled location to test the extraction of radioactive ions stored as liquids from nuclear plants. The plan was disrupted at the beginning of 2022 due to the invasion of Ukraine by Russian forces, however, since the last quarter of 2022, the Company has been exploring the possibility of reopening its cooperation with key Ukrainian Institutes that are still functioning. Management sees it as important to support its associates in these trying times. Every effort will be made to consolidate any development results outside Ukraine to minimize further disruption. | 
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