Decree No. 64

For anyone who is interested this is decree 64 in its entirety. Some of it has been lost in the google translation, eg, article 8 which seems to be about selling product downstream in chile but not quite sure.
I've only had a quick glance at it so far.


https://www.leychile.cl/Navegar?idNorma=1115719

ESTABLISH REQUIREMENTS AND CONDITIONS OF THE SPECIAL OPERATING AGREEMENT FOR THE EXPLORATION, EXPLOITATION AND BENEFIT OF LITHIUM SITES IN THE SALAR DE MARICUNGA AND ITS SURROUNDINGS, LOCATED IN THE ATACAMA REGION, WHICH THE STATE OF CHILE WILL SUBSCRIBE WITH SALAR DE MARICUNGA SPA

No. 64.- Santiago, October 26, 2017.

Viewed:

The provisions of articles 19 No. 24 and 32 No. 6 of the Political Constitution of the Republic of Chile; in Law No. 18.097, Constitutional Organic on Mining Concessions; in the decree with force of law Nº 302, of the Ministry of Finance, of 1960, and its subsequent modifications; in decree law No. 2,886, of 1979, which leaves subject to the general norms of the Mining Code the constitution of mining ownership over carbonate of calcium, phosphate and potassium salts, reserves the lithium in favor of the state and interprets and modifies the laws that they are pointed out; in Law No. 18,248, which establishes the Mining Code; in supreme decree No. 19, of 2001, of the Ministry General Secretariat of the Presidency, and its subsequent modifications; in Resolution No. 1,600, of 2008, of the Comptroller General of the Republic and its subsequent amendments; in agreement No. 2224/2017 of the board of directors of the Chilean Nuclear Energy Commission;

Considering:

1. That, according to the sixth paragraph of Article 19 No. 24 of the Political Constitution, the State has the absolute, exclusive, inalienable and imprescriptible domain of all the mines, including covaderas, metalliferous sands, salt flats, deposits of coal and hydrocarbons and other fossil substances, with the exception of superficial clays, in any land that is found.
2. That, according to the seventh paragraph of article 19 No. 24 of the Political Constitution, it is the law to determine which substances of those referred to in the preceding paragraph, except liquid or gaseous hydrocarbons, may be subject to exploration concessions or exploitation.
3. That, likewise, the Political Constitution provides, in the tenth paragraph of Article 19 No. 24, that the exploration, exploitation or benefit of deposits containing substances not subject to mining concession may be executed directly by the State or by their companies or through administrative concessions or special operating contracts, with the requirements and under the conditions set by the President of the Republic, for each case, by supreme decree.
4. That Decree Law No. 2,886 of 1979, in its Article 5, provided that lithium was reserved to the State as required by the national interest, except for the exceptions indicated by the same law.
5. That, according to the fourth paragraph of article 3 of Law No. 18,097, Constitutional Organic Concessions on Mining Concessions and Article 7 of the Mining Code, liquid or gaseous hydrocarbons, lithium, mineral deposits are not subject to mining concessions. any species existing in maritime waters subject to national jurisdiction or deposits of any kind located, in whole or in part, in areas that, according to the law, are determined to be of importance for national security with mining effects, without prejudice of mining concessions validly constituted prior to the corresponding declaration of non-concession or of importance for national security.
6. That, likewise, Article 8 of the Mining Code establishes that the exploration or exploitation of substances that, in accordance with the precepts mentioned in the preceding paragraph, are not susceptible to mining concessions, may be executed directly by the State or by their companies, or through administrative concessions or special operation contracts, with the requirements and under the conditions that the President of the Republic sets, for each case, by supreme decree.
7. That, pursuant to article 5, letter i) of the decree with force of law No. 302, of the Ministry of Finance, of 1960, it corresponds to the Minister of Mining to sign on behalf of the State, following a favorable report from the Council of the Chilean Commission of the Copper, with the requirements and under the conditions that the President of the Republic fixes by supreme decree, the special operation contracts referred to in the tenth paragraph of article 19 number 24 of the Political Constitution that have as their object metallic mineral substances or not Metals not subject to concession, excluding hydrocarbons and natural atomic materials ".
8. That, in turn, article 1, numeral VII, point 4, of decree No. 19, of 2001, of the Ministry General Secretariat of the Presidency, which authorizes the Ministers of State to sign by order of the President of the Republic , states, among others, that the "Establishment of the requirements and special conditions of operating contracts for exploration, exploitation or benefit of deposits containing substances not subject to concession" must be approved by supreme decree signed by the Minister of Mining, under the formula "By order of the President of the Republic".
9. That, in January 2016, the President of the Republic announced the Littoral and Governance Policy for Salares, which, taking into account the recommendations of the report prepared by the National Lithium Commission, among other matters, commissioned the Corporation Nacional del Cobre de Chile (hereinafter also "Codelco") the development of a business model for the sustainable use of the salt flats of Maricunga and Pedernales, in partnership with the private sector.
10. That, the aforementioned Littoral and Governance Policy of Salares was the result of work carried out by the National Lithium Commission, created by supreme decree No. 60, of 2014, of the Ministry of Mining, a technical commission composed of experts, whose purpose was to generate a National Lithium Policy that incorporates the sustainable development of this industry, considering the social, economic and environmental axes.
11. That, according to the Final Report of the National Lithium Commission delivered to the President of the Republic, one of the main proposals that the commissioners considered necessary, almost unanimously, was precisely the creation of a public company or state company, or well of a subsidiary of the existing existing mining companies of the State, dedicated to assume the productive tasks related to the exploitation of the salt flats, preferably, in association with third parties (pages 20 and 34, final report of the National Commission of Lithium).
12. That, based on the recommendations and proposals made by the National Lithium Commission in its Final Report, through the Salar Lithium and Governance Policy, this State Portfolio was instructed to analyze, together with Codelco, the feasibility of establishing a subsidiary, management or other business model as soon as possible, with the purpose of exploiting the salaries of Maricunga and Pedernales and, in addition to their productive function, establish public-private partnerships, understanding the agreement between them an organ of the State administration with the private sector, promoting the attraction of investments.
13. That, in compliance with the mandate contained in the Lithium Policy, Codelco defined and approved a business model that contemplates the creation of a company (subsidiary) to form a public-private partnership with one or more companies with recognized experience in the lithium industry, in order to accelerate the development, evaluation and implementation of a lithium project and other non-metallic minerals in the salt flats of Maricunga and Pedernales.
14. That, on January 17, 2017, Codelco submitted to the Ministry of Mining an application for a special lithium operation contract for its subsidiary, at that time in the process of being constituted and now fully constituted, to explore and exploit the substances of lithium that are located within the geographical area indicated in their presentation. The area includes the Salar de Maricunga and its surroundings, not being included in this request all the mining properties owned by Codelco or other third parties, located within the geographical area requested and whose declarations have been registered before January 1 of 1979.
15. That, in fact, according to letter PE-179/2017, of August 10, 2017, Codelco supplemented the request for a special operation contract referred to in the preceding paragraph, in the sense of identifying its subsidiary "Salar de Maricunga SpA "like the one in whose name it should be taken as a request for a special lithium operation contract, whose constitution consists of a public deed granted on April 26, 2017, before a notary public in Santiago, Mr. Osvaldo Pereira González, under the Repertoire No. 2,791-17.
16. That, Salar de Maricunga SpA is a subsidiary of the National Copper Corporation of Chile, Codelco, a public mining, industrial and commercial company, created by decree law No. 1,350, of 1976, the world's leading copper producer and motor of development of the country, which has a unique and fundamental experience in the development of mining projects. In addition to its long history and national and international prestige in the mining field, Codelco has been key to the development of our country.
17. That, as recorded in minutes of session No. 3, of June 14, 2016, and minutes of session No. 9, of June 7, 2017, both of the Council of the Non-Metal Mining Committee, were presented to said advisory council , the lithium project of Codelco and the draft of a special operating contract, respectively, to which the aforementioned Advisory Board favorably stated.
18. That, in accordance with agreement No. 2,224 / 2017, of the board of directors of the Chilean Nuclear Energy Commission (hereinafter also "CCHEN"), adopted in ordinary session No. 06/17, of March 27, 2017, it was granted to Codelco a quota for the extraction of lithium in the Maricunga salt flat and its surroundings, allowing that State company to transfer this authorization to another company that it establishes in order to explore and exploit the mineral resources of lithium found in the requested polygon.
19. That, in accordance with the provisions of paragraph ten of article 19, No. 24 of the Political Constitution, the President of the Republic has constitutional authority, which gives him discretional powers to decide the best way to proceed with the subscription of a special contract of operation on non-concessible substances, in view of which can even determine the mechanism of selection of the contractor, among which are direct treatment, private bidding or public bidding.
In effect, this situation has been ratified by the Office of the Comptroller General of the Republic in Opinion No. 68,476 / 2012, regarding special oil operation contracts, which in the pertinent article states the following: "As can be seen, within the special legal framework foreseen In the Political Constitution that governs the exploration and exploitation of deposits that contain substances that are not subject to concession -as is the case of hydrocarbons-, it is the exclusive power of the President of the Republic to decide on the essential contractual aspects of the aforementioned Ceops, between which is the possibility of designating the contractor or solve the modality or mechanism through which it will be determined, either by resorting to public or private bidding, depending on the circumstances of the specific case.In this way, the procedure used by the aforementioned authority for the determination of its counterparts in the special operation contracts signed on the aforementioned blocks has been adjusted to law. "
20. That, according to the aforementioned, to the precedents accompanied and attended to the constitutional and legal powers conferred, this State Portfolio considers that it is convenient for the State of Chile to sign a special operation contract for exploration, exploitation and benefit of lithium deposits in the Maricunga salt flat and its surroundings, located in the Atacama Region, with the Codelco subsidiary, Salar de Maricunga SpA

Decree:


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Sole Article: Approve the requirements, terms and conditions that must be met by the special operation contract for the exploration, exploitation and benefit of lithium deposits, hereinafter "the contract", that the State of Chile subscribes with the contractor, regarding the salar of Maricunga and its surroundings, located in the Atacama Region, whose tenor is as follows:


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Article 1. The parties to the contract shall be the State of Chile, represented by the Ministry of Mining, hereinafter, indistinctly, the Ministry, on the one hand and on the other the company "Salar de Maricunga SpA", hereinafter the "contractor" .


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Exploration and exploitation and benefit operations must be executed by the contractor in accordance with the terms and conditions stipulated in the contract and in agreement No. 2224/2017 of the board of directors of the Chilean Nuclear Energy Commission. Likewise, the contractor must market the entire volume of lithium products produced, under the terms and conditions set forth in agreement No. 2224/2017 of the board of directors of the Cchen and in accordance with the provisions of article 8 of this administrative act.
The contractor will assume all the costs and risks inherent to the exploration, exploitation and benefit of lithium, and must provide the technology, capital, equipment, machinery and other investments necessary for the mining project to its exclusive position.
The future subscription and approval of the contract is without prejudice to the obligation of the contractor to comply with the current legal system, having to obtain all the authorizations, concessions and permits necessary to perform the exploration, exploitation and benefit of lithium deposits, such as the environmental, sectorial and other permits that are applicable.


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Article 3. The geographical area associated with the contract is the one authorized in agreement No. 2224/2017, which includes the Maricunga salt flat and its surroundings, which is located northeast of the province of Copiapó, in the Atacama Region, Chile.
The geographical area referred to was defined through a polygon composed of four vertices, whose limits are defined in UTM coordinates, referring to the International Ellipsoid of 1924, reference datum PSAD-56, Spindle 19 S, whose coordinates are the following:

COORDINATED VORTEX NORTH COORDINATED EAST
   V1 7033075,254 487784,27
   V2 7033075,254 498284,313
   V3 7003625,211 498284,313
   V4 7003625,257 481984,286

The geographical area described only includes those mining properties constituted after January 1, 1979, since, from that day, the existing lithium in them was reserved to the State, as required by the national interest, being therefore excluded from those minerals subject to mining concessions, in accordance with the provisions of Article 5 of Decree-Law No. 2,886, of 1979, in relation to article three, subsection four of Law Nº 18,097, Organic Constitutional of Mining Concessions.


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Article 4. The term of the contract will be extended until December 31, 2057, unless, prior to the expiration of the aforementioned period, any of the grounds for early termination established in it.


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Article 5. The contract will be composed of the following phases: exploration and prospecting phase; construction and exploitation phase; and phase of closure of tasks.
The exploration and prospection phase will have a maximum term of eight (8) years and six (6) months counted from the total processing of the administrative act that approves the contract. The construction and exploitation phase will start from the end of the exploration and prospecting phase, which can not be extended beyond December 31, 2057.
During each of these phases, the contractor will perform all the operations that it deems pertinent, conducive and / or necessary for the start-up and development of the mining project in accordance with the terms established in the future contract, in the laws, regulations and other current regulations in Chile at the time of its subscription.

A. Exploration and Prospecting Phase: Within this phase, the contractor must perform the activities of exploration and prospecting aimed at identifying resources and lithium reserves. Compliance with the exploration and prospecting activities will be verified through periodic reports and other specific means that may be established by the Special Lithium Operating Contract.
The Ministry may, at its own expense and without unduly interfering with the activities carried out, request an audit of the reports submitted by the contractor during the exploration and prospection phase.
B. Construction and Exploitation Phase: This phase contemplates the construction stages and the exploitation and benefit stage.

B.1. Construction stage: At this stage the contractor must proceed to the construction and / or installation of the necessary facilities for the exploitation of lithium. The contractor must periodically report on the progress of the activities, in the terms specified in the contract.
B.2. Exploitation and Benefit Stage: During this stage the contractor will extract the lithium substances and proceed to his benefit in accordance with the terms established in the contract.

C. Phase of closure of work. It will be the obligation of the contractor to comply with the provisions of Law No. 20,551, and its Regulations established by supreme decree No. 41, of 2012, of the Ministry of Mining, and other current regulations applicable in the matter.


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Article 6. The execution of the contract will be supervised by two contract administrators.
Each party will designate its respective contract administrator and will communicate to the other the name of its representative prior to the period of commencement of exploration work. This designation must be made in writing and communicated to the other party.
The appointed contract administrators will meet at least quarterly, to evaluate the progress of the contract, as well as the activities and / or difficulties during its execution.
The contract administrator appointed by the Ministry of Mining must be a public official and must report the progress of the contract, including all activities, difficulties and aspects that are relevant during execution, to the Minister of Mining.


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Article 7. The contractor must submit a report annually to the Ministry of Mining in which it will report on the protection, safeguarding, care and permanent monitoring actions of the operations in the exploitation area. Said report must also contain any relevant information related to the situation of the surface lands, possible negative effects on the resources and any other risk or significant circumstance detected. Likewise, they must contain at least the information that the contractor prepares and submits to the other agencies of the State that have jurisdiction over the mining project.


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Article 8. The contractor shall commercialize the entire volume of lithium products produced. Notwithstanding the foregoing, the contractor may not market raw brine, concentrated brine and / or refined brine or in any degree of concentration, or salts of lithium carnallite, either directly or indirectly through third parties, and that have been generated from the lithium substances extracted in the exploitation area, unless it has the express authorization of the Ministry of Mining.
The sale of any of the previously individualized products to a related company that processes them in plants that are not part of the mining project, and that are located within the Chilean territory, in order to generate products from lithium tradable. A related company will be understood as the natural person or entity that controls, is controlled by, or is under the common control of another entity. Likewise, "control" is understood as follows: (i) the ownership of more than fifty percent of the shares with the right to vote of an entity; or (ii) possession of sufficient power to decisively influence the administration of the entity, either through a contractual relationship or any other. This definition includes persons who: (a) receive products from the Contractor in payment of credits that they have granted to the latter or at preferential prices; or (b) refers to article one hundred of Law No. 18,045, Securities Market Law. However, the lithium products of the related company will also be subject to specific payment.
The contractor may not commercialize lithium with those States that give an inappropriate use, in accordance with the provisions of international treaties signed and ratified by Chile. Likewise, the contractor may not sell or dispose of the lithium substances contained in the discard salts that are generated as a result of the exploitation process, unless prior and founded by the Ministry.
The contractor must communicate quarterly in writing to the administrator of the contract designated by the Ministry the total volume of lithium sold, the sale prices and other commercial conditions that affect the setting of said prices. This communication must be made within the month following the expiration of the respective quarter reported.
The contractor will receive the totality of the payments generated by the marketing concept of lithium products, including the value added tax ("VAT") for sales that occur within Chile.


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Article 9. The contractor shall have the right to mix brines and / or lithium substances extracted in the geographical area of exploitation of the project, with brines and / or lithium substances that it extracts outside that area (hereinafter "joint treatment").
Before such event, prior to mixing, the contractor shall adopt and apply reasonable practices and procedures for weighing, determining concentrations and sampling to distinguish the amount of lithium contained in the brines and / or lithium substances from the geographical area of exploitation of the project, with respect to those contained in brines coming from outside this area.
The ratio between the lithium contained in brines from the exploitation area of the project and the sum of it with the lithium contained in brines coming from outside the exploitation area of the project will correspond, as specified in the respective contract, to the adjustment factor for treatment. set, which will be used to estimate the amount of lithium products from the geographical area of exploitation of the project, and the basis for calculating the specific payment and annual R & D payment to be made. The same procedure will be applied for the case that brine from the mining project is processed by a related company. It will be understood as a related company what is established in article 8 of this supreme decree.


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Article 10. The contractor will receive from the Chilean State a specific remuneration on the value of the quarterly sales of the lithium products commercialized that are associated with the exploitation and benefit of the lithium substances obtained from the geographical area of exploitation of the project. , discounted the value added tax (VAT), according to the following formula:

Remuneration = (quarterly sales - VAT) - (specific payment) - (annual R & D payment).

The calculation of the remuneration must be made quarterly by the contractor, who will have the right to retain it. The Ministry of Mining, with the support of the Chilean Copper Commission, will annually perform a technical and financial audit in order to verify the correct calculation of the compensation in accordance with the provisions of Article 17 of this supreme decree.


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Article 11. The contractor shall transfer to the State of Chile the specific payment in Chilean pesos, by deposit in a special account created for such purpose in the General Treasury of the Republic. The conversion to Chilean pesos must be made according to the value of the dollar observed, reported and published by the Central Bank of Chile on the day of payment.
The specific payment will consist of a quarterly payment, associated with sales of lithium products; and for an annual payment associated with the operating profit, this being understood by all the contractor's annual income from the sales of lithium products, less the value-added tax, and less the operational costs and expenses necessary to produce that income.
The contractor must transfer to the State of Chile, within the first twenty (20) days following the end of the quarter for which the calculation is made, the amount of the quarterly payment, which will be determined based on the quarterly sales of lithium products. , discounted the value added tax, according to the following formula:

Quarterly payment = Fixed rate x (quarterly sales - VAT) x (adjustment factor) x (adjustment factor for joint treatment, if applicable).

The fixed rate has been defined as 3%.
The adjustment factor shall be understood as the percentage represented by the lithium extracted from the property constituted after 1979 on the total amount of lithium extracted, considering that the payment does not correspond to the property constituted prior to 1979.
When the contractor mixes brines and / or lithium substances extracted in the exploitation area of the Project, with the brines and / or lithium substances that it extracts outside the exploitation area of the project, it shall apply the joint treatment adjustment factor, established in article 9 of this supreme decree.
The annual payment must be transferred by the contractor to the State of Chile, no later than April 30 of the following year of each exploitation and benefit period, and will be determined based on the annual operating margin of the business generated by the lithium products obtained. by the contractor, according to the following formula:

Annual payment = (annual operating profit for specific payment) x (effective rate) x (adjustment factor) x (adjustment factor for joint treatment, if applicable).

The effective rate is variable according to a progressive and ascending scale, depending on what results from applying the following defined sections for the annual operating margin of the respective fiscal year, the latter expressed without decimals and rounded to the nearest value: if the annual operating margin is equal to or less than 20%, the rate is 0.0%; on the part that exceeds 20% and does not exceed 35%, 3.0%; on the part that exceeds 35% and does not exceed 40%, 5.0%; on the part that exceeds 40% and does not exceed 45%, 8.0%; on the part that exceeds 45% and does not exceed 50%, 13.0%; on the part that exceeds 50% and does not exceed 55%, 15.5%; on the part that exceeds 55% and does not exceed 60%, 18.0%; on the part that exceeds 60% and does not exceed 65%, 21.0%; on the part that exceeds 65% and does not exceed 70%, 24, 0%; on the part that exceeds 70% and does not exceed 75%, 27.5%; on the part that exceeds 75% and does not exceed 80%, 31.0%; and on the part that exceeds 80%, 34.5%.
The adjustment factor shall be understood as the percentage represented by the lithium extracted from the assets constituted after January 1 of the year 1979 on the total of the extracted lithium, considering that the payment does not correspond to the property constituted prior to 1979.
When the contractor mixes brines and / or lithium substances extracted in the exploitation area of the Project, with the brines and / or lithium substances that it extracts outside the exploitation area of the project, it shall apply the joint treatment adjustment factor, established in article 9 of this supreme decree.
The default in the payment by the contractor, that is, the non-payment within the deadline established as the payment date, will imply the application of the maximum conventional daily interest rate for operations in non-adjustable pesos on the effective payment of the period.


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Article 12. The contractor shall offer, during the entire term of the contract, and with the prior approval of the Ministry of Mining, for each case, the lithium products obtained from the exploitation area of the project during the exploitation and benefit stage to the specialized producers, whether public or private, of higher value-added products that use lithium as an input, including, among others, the production of lithium cathodes and lithium battery components, and that develop or will develop their production work in Chile, at the lowest export market parity price in Chile, equivalent to the lowest of the Chilean port FOB prices to those that the contractor has sold to its customers outside of Chile within the last six months.
Under no circumstances, the Ministry will allow the lithium products acquired under this preferential sale to be destined to specialized producers or their subsidiaries for commercialization in Chile or abroad, without incorporating added value.
To make this obligation effective, the Ministry must indicate to the contractor, in writing, the company or companies that qualify as specialized producers at least one year before the start date of these sales.
In the event that in a given year the Ministry has not informed the existence of companies that qualify as specialized producers or such companies do not acquire all or part of the percentage of lithium products affected by the most favorable price obligation, the contractor may sell said production to third parties freely.


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Article 13. The contractor must make an annual payment for Research, Innovation and Development ("annual R & D payment") corresponding to the amount resulting from multiplying the two point five percent (2.5%) of the sales of the lithium products made during the previous calendar year, discounted the value added tax, multiplied by the adjustment factor and by the adjustment factor for the joint treatment, if the latter corresponds. Said payment shall be made by transfer in Chilean pesos to the State of Chile, through deposit in the General Treasury of the Republic. The conversion to Chilean pesos must be made according to the value of the dollar observed, reported and published by the Central Bank of Chile on the day of payment.

Annual R & D payment = 2.5% x (annual sales - VAT) x (adjustment factor) x (adjustment factor for joint treatment, if applicable).

The adjustment factor shall be understood as the percentage represented by the lithium extracted from the assets constituted after January 1 of the year 1979 on the total of the extracted lithium, considering that the payment does not correspond to the property constituted prior to 1979.
When the contractor mixes brines and / or lithium substances extracted in the exploitation area of the Project, with the brines and / or lithium substances that it extracts outside the exploitation area of the project, it shall apply the joint treatment adjustment factor, established in article 9 of this supreme decree.
The Ministry of Mining will dispose of these resources as established in the budget law of the respective year, and its use will tend to promote research, innovation and technological development ("R & D") in lithium products and their multiple uses.
For these purposes, the Ministry of Mining must request the incorporation of said resources in the corresponding budgetary program.


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Article 14. During the term of the contract, the contractor may not sell, assign, transfer, transfer or dispose of all or a part of his rights stipulated in the contract, during any of the stages contemplated therein, unless prior written authorization is granted. founded by the Minister of Mining and after acceptance in any case by the transferee of the obligations included in this contract.
Within the relevant communication, the Minister of Mining must accept or reject in writing and with justified cause, the sale, assignment, transfer or transfer that has been communicated to him. In order for the assignment to be accepted by the Minister of Mining, the following conditions must be met: a) The assignor's obligations must be fulfilled at least until the date of the request for approval; b) The instrument of assignment must at least contain stipulations that establish that the transferee is responsible, from the date of assignment, for each and every one of the assignor's obligations, and c) The transferee must have a technical and economic capacity that allows him to fulfill the obligations of the contract.
The Minister of Mining must decide on the assignment within a period of ninety days from the date of receipt of the respective approval request.
However, the contractor may enter into contracts with third parties for the purpose of the contract.
Likewise, the contractor will not be able to execute any action that prevents the normal operation of a new lithium production project in the exploitation area once the contract is finished.


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Article 15. All relations between the parties derived from the contract shall be subject to what is specified therein and to the Chilean law. In the exercise of the rights and in the fulfillment of the obligations deriving from the contract, the contractor will be subject to all the relevant legal rules in force in the country.


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Article 16. In case there is a disagreement between the parties regarding any matter, they will meet, in the manner indicated in the contract, to discuss the problem and make every effort to resolve it amicably.
After a period of thirty (30) days counted from the notification of the disagreement, without having been amicably resolved, the Ministry will propose a list of qualified, recognized and prestigious experts, whether individuals or legal entities, of which the contractor must choose one, to study the matter in detail and propose to the parties the most appropriate solution at their discretion. The designated expert will not be considered or act as arbitrator and their costs and expenses will be borne by both parties in equal proportion.
Notwithstanding the foregoing, any of the parties may submit the matter in dispute to the resolution of the ordinary courts of Justice of Chile, extending the jurisdiction before the courts of the commune of Santiago.


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Article 17. The Ministry of Mining, with the support of the Chilean Copper Commission, will annually carry out a technical and financial audit in order to verify the correct calculation of the specific payment and the remuneration that occurred within the previous year. Likewise, it will be the task of the audit to verify that the sale prices used by the contractor for the calculation of the specific payment correspond to market prices, to the extent that these serve as reference for the calculation of the specific annual or quarterly payment. For this purpose, the Ministry of Mining will propose a trio of independent experts, from which the contractor must choose one within five working days from the date of the proposal. Said expert must submit an audit report with the differences found in the calculation of the payment to the State,
All the adjustments to the remuneration or specific payment, valued at the actual gross sales prices derived from the result of this review, shall be expressed in Chilean pesos.
The State of Chile shall have the right to use all the geological, geophysical and similar data provided by the contractor. However, while the contract is in force, this information can not be transmitted to third parties without the authorization of the contractor, whose denial must be founded.


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Article 18. The contract will terminate early when any of the following causes occurs:

1. During or at the end of any period contemplated in the exploration and prospecting phase, in the event that the contractor decides not to continue with the next period, in accordance with the provisions of the contract.
2. Abandonment of the works by the contractor, which will be understood as produced in case the contractor suspends the execution of the operations for a period exceeding three years in accordance with the provisions of the contract.
3. If the contractor was declared in compulsory liquidation by means of an enforceable resolution.
4. Dissolution or termination of the legal personality of the contractor.
5. For repeated breach by the contractor of the obligations contained in the contract.
6. By mutual agreement between the parties, a situation that must be stated in writing.
7. For the definitive revocation and without further appeal of the environmental qualification resolution of the mining project.
8. For the definitive and unappealable term or the loss of the validity of the authorization delivered by the Chilean Nuclear Energy Commission to Codelco and / or its transferee, of the lithium extraction quota from the Maricunga salt flat.
9. For the loss by Codelco of its status as controller in the company Salar de Maricunga SpA, in the terms described in articles 97 and following of Law No. 18,045, of the Securities Market.
10. For the breach of the conditions and terms established in this administrative act.

If the contractor, during the term of the contract, incurs any of the causes of termination referred to in this article without just cause and excluding cases of force majeure, the Ministry will notify by registered letter to the contractor the breach in question and, if the contractor has not corrected or initiated the necessary actions to correct it within ninety (90) days following the date of notification of the breach, the Ministry will request the early termination of the contract.
Notwithstanding the foregoing, the termination of the contract shall be fully effective if the contractor does not enter into production within five years from the end of the exploration and prospecting phase.


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Article 19. The contractor must ensure that Codelco, at all times, will maintain the status of controller over the company Salar de Maricunga SpA
For these purposes, the contractor must inform the Ministry of Mining about any modification or change made in the ownership and / or management structure of said company, as if it were an essential fact such as those described in Law No. 18,045. .


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Article 20. Prior to signing the public deed containing the contract, the favorable report of the board of the Chilean Copper Commission shall be available.


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Enter, take reason, communicate and publish. - By order of the President of the Republic, Aurora Williams Baussa, Minister of Mining.
What I transcribe to you for your knowledge. - Attentively greet you, Erich Schnake Walker, Undersecretary of Mining.