On June 13, 2016, Li3 Energy, Inc. (the “ Company ”) issued an unsecured promissory note in the principal amount of $200,000 (the “ Notes ”) to an accredited investor (the “ Noteholder ”). The Note bears interest at a rate of 10% per annum and matures (the “ Maturity Date ”) one year from the date of issuance.  At any time prior to the Maturity Date, the Noteholder may convert the unpaid principal and any accrued interest under the Note into shares of common stock of the Company (the “ Common Stock ”) at $0.0125 per share, subject to adjustment (the “ Conversion Price ”). If the Company consummates a merger, share exchange or asset sale (the “ Transaction ”) with Wealth Minerals Ltd., the unpaid principal and accrued interest under the Note will automatically convert into shares of Common Stock at the Conversion Price.

In the event the Transaction does not occur prior to the Maturity Date, the Company must seek the Noteholder’s consent to enter into any other debt transaction. In the event the Transaction results in the reduction of the Company’s ownership in the combined company to 40% or less, the Conversion Price will be reduced to $0.0100 per share. If the Company enters into any debt transaction with a lower conversation price while the Note is outstanding, the Conversion Price will be reduced to such lower price. The Conversion Price is also subject to adjustments for stock splits, stock dividends and combinations. The Note includes standard events of default including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become due and payable.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note filed hereto as Exhibit 10.1 and incorporated herein by reference.