SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to December 31, 2022 through the date these financial statements were issued, and has determined that the following events qualify as subsequent events. On March 27, 2023, the Company launched a $ 2.5 5 500,000 100,000 On March 27, 2023, the Company entered into a contractual partnership agreement (“Partnership Agreement”) with the UK AIM listed company Clontarf Energy plc (“Clontarf”) that provides for the formation of a 50:50 contractual 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”) the rights to exploit lithium mining and extraction in Bolivia commercially using the Company’s ion-Targeting Direct lithium Extraction (“iTDE”) technology. If successful in the negotiation of such rights, the Partnership Agreement provides for the creation of a corporate joint venture organized in Bolivia (“JVCo”) that would replace the contractual partnership and carry on the business of the exploitation of the said granted rights. The entry into force of the Partnership is subject to certain conditions precedent: (i) the Company demonstrating to Clontarf that it has cash of more than $ 500,000 500,000 192,500,000 192,500,000 The specific terms of the exclusive right to use iTDE Technology in Bolivia will be set out in a license to use the iTDE technology for the duration of this Partnership Agreement and, if JVCo is formed, to JVCo. This license shall be subject to the condition that NCX shall provide the technology only under the iTDE Maintenance Contract that will manage the ongoing configuration and system management of the iTDE Systems deployed as required to operate the iTDE technology. The license shall be non-transferrable, with no right to sub-license. This license shall be at no cost and royalty free. All terms and conditions of this License grant shall be set forth and controlled by the separate License Agreement document to be entered into by the Parties. Nothing in the Partnership Agreement will operate to grant either Clontarf , the contractual partnership, JVCo or any third party any ownership rights to the iTDE technology or any of its improvements which will be and remain the property of the Company. The iTDE Systems deployed in Bolivia will remain the property of the Company and will be managed by the Company directly under a separate agreement (“iTDE Maintenance Contract”). The iTDE Maintenance Contract expenses will be remunerated such as to pay the “at cost” price of the activities carried out and materials supplied as well as reasonable administration fees. It is not intended that NCX derive material profits from the iTDE Maintenance Contract. NCX shall give a general accounting of the expenses and costs but is not required to make full disclosure of the work, chemicals, processes, timing, material sources, or other information pertinent to the iTDE Technology. As an inducement to enter into the Partnership, the Company will issue to Clontarf a certain number of fully paid restricted shares of common stock of the Company representing the US dollar value of $ 500,000 In the event that the Company shall conclude a transaction with 2 specific named entities within two years from the date of the Agreement, Clontarf will be entitled to a 15 As an inducement to enter into the Partnership, Clontarf will issue to the Company the following Clontarf fully paid ordinary shares under the following conditions: (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 (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 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. The parties to the Partnership Agreement will decide by a unanimous vote at a meeting fixed by giving reasonable notice on any matters that come before the meeting. Meetings may be held in person or electronically. All decisions affecting the Partnership can be made at such meetings, provided however: (a) 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 (b) 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 the demonstration. 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 to deploy 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 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, in the event that 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 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. The Partnership Agreement is subject to Texas law with the forum for arbitration of disputes in Austin, Texas. |