Item 1.01. Entry into a Material Definitive Agreement.

On March 27, 2023, NEXT-ChemX Corporation (the "Company") entered into a Contractual Partnership Agreement ("Agreement") with the UK AIM listed company Clontarf Energy plc ("Clontarf") defining a Texas domiciled partnership ("Partnership") to be known as the "Clontarf NEXT-ChemX JV. The purpose of the Partnership will be to provide the Company and Clontarf (together the "Partners") with a form of cooperation enabling them to negotiate with "Pública Nacional Estratégica Yacimientos de Litio Bolivianos" (the 'National Strategic Public Company of Bolivian Lithium Deposits' or "YLB") to mine and extract lithium. Once agreement is reached with YBL, the lithium exploitation rights will be exploited through a newly formed corporate joint venture organized in Bolivia by the Partners on a 50/50 basis (subject to certain dilution provisions set out below) ("JVCo"). The Partnership will manage the exclusive right to deploy the Company's ion-Targeting Direct Extraction ("iTDE") technology for lithium extraction in Bolivia through defined phases expected to lead to the formation of the JVCo and dissolution of the Partnership in a third phase. The Agreement also contains certain obligations between the partners, including the issuance of shares in their respective companies to each other, as set out below.

The Agreement sets out the plan of cooperation by defining an initial phase in which the Company undertakes to complete a pilot system to test its iTDE technology on specific Bolivian brines ("Initial Phase"). Following a successful demonstration of the technology before representatives from YLB and having obtained an understanding with YLB of the terms under which the Partnership may deploy a commercial pilot plant in Bolivia, the second phase of cooperation will commence ("Second Phase"). During the Second Phase, the Partnership will undertake to finance and deploy a commercial pilot plant designed and developed by the Company in Bolivia to begin the extraction lithium for an agreed to demonstrate the commercial and ecological profile of the iTDE technology. If the Bolivian pilot plant proves successful, the Second Phase is expected to lead to the execution of a licensing, extraction and exploitation agreement between JVCo and YLB (and / or third parties working with YLB) to commence the path to the commercial exploitation of one or more Bolivian lithium deposits ("Exploitation Agreement"). As an inducement to YLB to conclude the Exploitation Agreement, the Partners may agree to grant YLB (or the third parties) an equity interest in JVCo, diluting the Partners' interests equally. During the final phase of cooperation, the Partnership will be wound up and the Agreement terminated, being replaced by the JVCo, with any further obligations between the Partners being governed, as necessary, by a shareholders' agreement.

The iTDE technology will be and remain at all times the property of the Company. Nothing in the Agreement nor the subsequent relationship with the JVCo will either transfer the iTDE technology to the Partnership, the JVCo or to any third party, or give any ownership rights of any development or improvement of the said technology to any such persons. The iTDE systems deployed in Bolivia will remain the property of the Company. The iTDE systems deployed will be managed by the Company directly under a separate agreement ("iTDE Maintenance Contract") with the key extraction units of the iTDE system deployed being owned by the Company. 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.

Entry into force and Termination.

The Partnership Agreement will enter into force 3 working days following: (i) the Company demonstrating to Clontarf that it has cash of more than $500,000 available to cover operations and commitments, (ii) payment by Clontarf to NCX of US$500,000 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 (iii) 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. Certificates for such locked-in shares shall be held by Clontarf until released.

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 (as described below).

The events that will result in the dissolution of the Partnership due to the involuntary withdrawal of a Partner are (without limitation): 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.

Management Operation and Control

The management, operation and control of the Partnership and its business will be decided by the unanimous vote of the Partners at a meeting fixed by giving reasonable notice and may be held in person or electronically. All decisions affecting the Partnership can be made at such meeting, 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.

Each Partner will appoint, compensate and reimburse a manager ("Manager") granting them authority to make decisions on behalf of and to bind the Partners they represent to any and all decisions made in management of the Partnership. Decisions taken by the Managers shall always be unanimous. Managers shall have . . .

Item 1.02. Termination of a Material Definitive Agreement

The disclosures under Item 1.01 are incorporated in this Item 1.02 by reference.

On March 24, the Heads of Agreement ("HoA") signed on February 14, 2023, between the Company and Clontarf that provided for the formation of a 50:50 Joint Venture intended to be the vehicle the parties use to market and deploy the Company's ion-Targeting Direct lithium Extraction ("iTDE") technology in Bolivia was terminated and replaced in its entirety by the Agreement in accordance with the terms of Section 44.14 of the Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures under Item 1.01 are incorporated in this Item 3.02 by reference.

The Company has undertaken the obligation in accordance with the Agreement to issue unregistered shares of Common Stock of the Company with a value equivalent to $500,000 to Clontarf, either during its next private placement or public offering of the shares of Common Stock of the Company, or within 12 months from the date of the Agreement, whichever is sooner. In accordance with the Agreement, such shares shall be fully paid. The offering price at which the said next offering will be closed shall define the number of shares issued: by dividing the said offering price into $500,000 in the usual way. A fraction of a share will be rounded up to the nearest whole share.

On March 27, 2023 the Company launched a $2.5 million dollar offering of restricted shares of common stock at $5 per share. On the same date, qualified investors subscribed to a total of $500,000 and the Company closed on this initial amount making the funds available for use by the Company. This initial closing will result in the issuance of 100,000 unregistered, restricted shares of common stock of the Company. The Offering remains open for further investment by qualified investors until the target amount is reached or increased.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits.

The following documents are filed herewith:

Exhibit No. Description

Exhibit 1.1 Contractual Partnership Agreement.

Exhibit 99.1 Press Release


104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

© Edgar Online, source Glimpses