As
filed with the Securities and Exchange Commission on August 9, 2024
No.
333-281160
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
Amendment
No. 1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
STARDUST
POWER INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
2800 |
|
99-3863616 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification No.) |
15
E. Putnam Ave, Suite 378
Greenwich,
CT 06830
(800)
742 3095
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Roshan
Pujari
Chief Executive Officer
Stardust
Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich,
CT 06830
(800)
742 3095
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Julian
J. Seiguer, P.C.
Lauren
M. Colasacco, P.C.
Peter
Seligson, P.C.
Kirkland
& Ellis LLP
609
Main Street
Houston,
TX 77002
Tel:
(713) 836-3600
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: ☒
If
this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth 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 7(a)(2)(B) of the Securities Act.
☐
The
registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Stardust
Power Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-281160) as an exhibit-only filing.
Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement,
the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and
has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us in connection with
the sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee.
Amount
| |
Amount | |
SEC registration fee | |
$ | 115,771.27 | |
Accountants’ fees and expenses | |
| * | |
Legal fees and expenses | |
| * | |
Printing fees | |
| * | |
Miscellaneous | |
| * | |
Total expenses | |
$ | * | |
* |
These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Discounts,
concessions, commissions and similar selling expenses attributable to the sale of shares of Common Stock covered by this Registration
Statement will be borne by the Selling Securityholders. We will pay all expenses (other than discounts, concessions, commissions and
similar selling expenses) relating to the registration of the securities with the SEC, as estimated in the table above.
Item
14. Indemnification of Directors and Officers.
The
Company is governed by the DGCL, as the same exists or may hereafter be amended. Section 145 of the DGCL (“Section 145”)
provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation,
or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise.
The indemnification may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Section 145 also provides that
a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited
to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is
permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation
is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or
matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer
or director actually and reasonably incurred in connection therewith.
Section
145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising
out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person against
such liability under Section 145.
Our
Certificate of Incorporation and Bylaws provide that we shall indemnify, to the fullest extent permitted by law, any person made or threatened
to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he
or she is or was our director or executive officer (as defined in our Bylaws) or serves or served at any other corporation, partnership,
joint venture, trust or other enterprise as a director or executive officer at our request.
Our
Bylaws eliminate the liability of directors and officers to the fullest extent permitted by the DGCL. Pursuant to Section 102(b)(7) of
the DGCL, a corporation may eliminate the personal liability of directors and officers to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director or an officer, as applicable, except for liabilities arising (i) from any breach of
the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) from acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) from any transaction from which the director derived
an improper personal benefit, or (iv) with respect to a director, under Section 174 of the DGCL, and with respect to an officer, from
any action by or in the right of the corporation.
These
provisions may be held not to be enforceable for certain violations of the federal securities laws of the United States.
Furthermore,
on the Closing Date, in connection with the consummation of the Business Combination, we entered into indemnification agreements with
each of our directors and executive officers. These indemnification agreements require us to indemnify our directors and executive
officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive
officer in any action or proceeding arising out of their services as one of our directors or executive officers.
In
addition, we have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.
Item
15. Recent Sales of Unregistered Securities.
The
following list sets forth information regarding all unregistered securities sold by GPAC II and Stardust Power:
On
November 11, 2020, Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the initial IPO and formation costs in
consideration of 7,187,500 Class B Ordinary Shares. On January 11, 2021, GPAC II effected a share capitalization resulting in
our sponsor holding 7,500,000 Class B Ordinary Shares. Prior to the initial investment in the Company of $25,000 by Sponsor, the
Company had no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount contributed
to the Company by the number of founder shares issued. In addition, Sponsor purchased 5,566,667 Private Warrants, each
exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,350,000
in the aggregate).
The
Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the
underwriters. The underwriters exercised their over-allotment option in full and therefore such shares were not forfeited.
On
January 14, 2021, we consummated the initial public offering of an aggregate of 30,000,000 units at a price of $10.00 per unit generating
gross proceeds of approximately $300,000,000 before underwriting discounts and expenses. Simultaneously with the consummation of the
initial public offering, we consummated the private placement of 5,566,667 Private Warrants, each exercisable to purchase one
share of our Class A Ordinary Shares at $11.50 per share, to the Sponsor, at a price of $1.50 per Private Warrant, generating
gross proceeds, before expenses, of approximately $8,350,000.
The
net proceeds from the initial public offering and private placement were approximately $301,471,000, net of the non-deferred portion
of the underwriting commissions of $6,000,000 and offering costs and other expenses of approximately $904,000 (including approximately
$554,000 of offering expenses and approximately $350,000 of insurance that was accounted for as prepaid expense). $300,000,000
of the proceeds of the initial public offering and the private placement were deposited in the Trust Account and were not
available to us for operations (except certain amounts to pay taxes, if any).
On
January 11, 2023, certain GPAC II Public Shareholders elected to redeem 26,068,281 Class A Ordinary Shares at $10.167 per share,
approximately $265,050,000, from the Trust Account following the extraordinary general meeting of GPAC II shareholders held on January
11, 2023.
On
January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A Ordinary Shares exercised their right to
redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately
$23,615,331. Following the redemptions, 1,794,585 Class A Ordinary Shares remained outstanding. Further, in connection with the
2024 Extension Meeting, GPAC II entered into Non-Redemption Agreements with holders of 1,503,254 Class A Ordinary Shares in
exchange for the issuance of 127,777 shares.
On
July 8, 2024, prior to Closing, (i) each share of Stardust Power Common Stock issued and outstanding immediately prior to the
First Effective Time converted into the right to receive the number of GPAC II Common Stock equal to the Merger Consideration divided
by the number of shares of the Stardust Power Fully-Diluted Shares, (ii) each outstanding Stardust Power Option, whether vested
or unvested, automatically converted into an option to purchase a number of shares of Common Stock equal to the number of shares of GPAC
II Common Stock subject to such Stardust Power Option immediately prior to the First Effective Time multiplied by the Per Share Consideration,
(iii) the Sponsor forfeited 3,500,000 Class A Ordinary Shares and subsequently cancel such shares, while issuing 127,777 Class A
Ordinary Shares to third parties with whom GPAC II had signed Non-Redemption Agreements, (iv) each share of Stardust Power
Restricted Stock outstanding immediately prior to the First Effective Time converted into a number of shares of GPAC II Common Stock
equal to the number of shares of Stardust Power Common Stock subject to such Stardust Power Restricted Stock multiplied by the Per Share
Consideration, and (v) the SAFEs automatically converted into the 138,393 shares of Stardust Power
Common Stock and the convertible notes automatically converted into 55,889 shares of Stardust Power Common Stock.
On
July 8, 2024, at Closing, the Company issued 1,077,541 shares of Common Stock in exchange for $10,075,000 of cash in accordance with
the terms of the PIPE Subscription Agreements.
Additionally,
the Company will issue five million shares of Common Stock to certain holders of Stardust Power as additional Merger Consideration
in the event that prior to the eighth (8th) anniversary of the closing of the Business Combination, the volume-weighted average
price of Common Stock is greater than or equal to $12.00 per share for a period of 20 trading days in any 30-trading day period
or there is a change of control.
Notwithstanding the
30,000,000 units sold in connection with the initial public offering, none of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering. We believe each of these transactions was exempt from registration
under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as
transactions by an issuer not involving any public offering or Rule 701 promulgated under Section 3(b) of the Securities Act as
transactions by an issuer under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of
the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with
a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates
issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The
sales of these securities were made without any general solicitation or advertising.
Item
16. Exhibits and Financial Statement Financials
(a)
Exhibits.
The
exhibits listed below are filed as part of this Registration Statement.
Exhibit
No. |
|
Description |
2.1* |
|
Business
Combination Agreement, dated as of November 21, 2023, by and among Global Partner Acquisition Corp., Strike Merger Sub I, Inc., Strike
Merger Sub II, LLC., and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form
8-K filed with the SEC on November 21, 2023). |
2.2* |
|
Amendment
No. 1 to the Business Combination Agreement, dated as of April 24, 2024, by and among Global Partner Acquisition Corp II, Strike
Merger Sub I, Inc., Strike Merger Sub II, LLC and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 to Global Partner
Acquisition Corp II’s Current Report on Form 8-K, filed with the SEC on April 24, 2024). |
2.3* |
|
Amendment
No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among Global Partner Acquisition Corp II, Strike Merger
Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 of the Company’s
Current Report on Form 8-K, filed with the SEC on June 21, 2024). |
3.1* |
|
Certificate
of Incorporation of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.1 of the Company’s Current Report
on Form 8-K filed with the SEC on July 12, 2024). |
3.2* |
|
Bylaws
of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K
filed with the SEC on July 12, 2024). |
4.1* |
|
Specimen
Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to Global Partner Acquisition Corp II’s Registration
Statement on Form S-1, filed with the SEC on December 31, 2020). |
4.2* |
|
Warrant
Agreement, dated January 11, 2021, by and between Global Partner Acquisition Corp II and Continental Stock Transfer & Trust Company,
as warrant agent (incorporated by reference to Exhibit 4.1 to Global Partner Acquisition Corp II’s Current Report on Form 8-K,
filed with the SEC on January 15, 2021). |
5.1* |
|
Opinion of Kirkland & Ellis LLP. |
10.1* |
|
Amended
and Restated Registration Rights Agreement, dated July 8, 2024, by and among the Company, Roshan Pujari, Global Partner Sponsor II
LLC, and certain security holders named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed with the SEC on July 12, 2024). |
10.2* |
|
Form
of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed
with the SEC on June 21, 2024). |
10.3* |
|
Form
of Lock-Up Agreement, dated as of Closing, by and among Global Partner Acquisition Corp II and Stardust Power Stockholders (incorporated
by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024). |
10.4* |
|
Stockholder
Agreement, dated July 8, 2024, by and among Global Partner Acquisition Corp II and its Affiliates and Roshan Pujari and his Affiliates
(incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024). |
10.5* |
|
Form
of Indemnification Agreement by and between Registrant and its officers and directors (incorporated by reference to Exhibit 10.5
of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024). |
10.6#* |
|
Stardust
Power 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed
with the SEC on July 12, 2024). |
10.7* |
|
Form
of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with
the SEC on January 16, 2024). |
10.8**† |
|
Engineering Agreement, by and between the Company and Primero USA, Inc., dated as of August 4, 2024 |
21.1* |
|
List
of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Current Report on Form 8-K filed with the SEC on
July 12, 2024). |
23.1* |
|
Consent of KNAV CPA LLP. |
23.2* |
|
Consent of WithumSmith+Brown, PC. |
23.3* |
|
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). |
24.1* |
|
Power of Attorney (included on signature page hereto). |
101.INS |
|
Inline
XBRL Instance Document. |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
107* |
|
Filing Fee Table. |
* Previously filed.
**
Filed herewith.
†
Certain portions of this exhibit were redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
#
Indicates a management contract or compensatory plan, contract or arrangement.
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes as follows:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5)
That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or our securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director,
officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the State of Delaware, on this 9th day of August, 2024.
STARDUST
POWER INC. |
|
|
|
|
By: |
/s/
Roshan Pujari |
|
|
Roshan
Pujari |
|
|
Chief
Executive Officer and Chairman |
|
[Signature
Page to Form S-1]
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
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|
|
|
/s/ Roshan
Pujari |
|
Chief Executive Officer and Chairman |
|
August 9, 2024 |
Roshan Pujari |
|
(Principal Executive Officer) |
|
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|
|
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|
|
/s/
* |
|
Chief Financial Officer |
|
August 9, 2024 |
Udaychandra Devasper |
|
(Principal Financial Officer and Principal Accounting
Officer) |
|
|
|
|
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|
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/s/
* |
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Director |
|
August 9, 2024 |
Anupam Agarwal |
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/s/
* |
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Director |
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August 9, 2024 |
Chandra R. Patel |
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/s/
* |
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Director |
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August 9, 2024 |
Charlotte Nangolo |
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/s/
* |
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Director |
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August 9, 2024 |
Mark Rankin |
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/s/
* |
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Director |
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August 9, 2024 |
Michael Cornett |
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*By: |
/s/
Roshan Pujari |
|
|
Roshan
Pujari |
|
|
Attorney-In-Fact |
|
[Signature
Page to Form S-1]
Exhibit 10.8
SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE
OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].
Agreement
Details
Agreement
Number |
|
55101-CON-CM-001 |
|
|
|
Parties |
|
Primero
USA, Inc.
Suite
1175, One Westchase Center, 10777 Westheimer Rd, Houston, TX 77042 (Primero)
AND
Stardust
Power Inc.
15
E Putnam Ave, Ste 378, Greenwich, CT 08630 (Client),
individually
a Party and together the Parties. |
|
|
|
Services |
|
Engineering,
design and consultancy professional services, to a FEL-3 level, to support the development
of a 50 ktpa lithium chemical processing refinery – Muskogee Lithium Refinery. Phase
one of the Project includes one (1) 25 ktpa phase, along with infrastructure to support phase
one and phase two. Phase two (2), the second 25 ktpa system, is not part of the Services.
Further
defined in Attachment C: Scope of Services. |
|
|
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Delivery
Dates for Primero’s Documents
|
|
Refer
to Attachment A: Project Milestones |
|
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|
Any
of the following: |
|
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|
[***] |
|
(a)
[***] |
|
|
(b)
[***] |
|
|
(c)
[***] |
Name | |
Title | |
[***] | |
Matthew Taylor | |
Project Manager | |
$ | [***] | |
Andrew Siemon | |
Lead Process Engineer | |
$ | [***] | |
Andrew Leech | |
Design Manager | |
$ | [***] | |
Owain Thomas | |
Lead Designer | |
$ | [***] | |
Ben Shin | |
Lead EI&C Engineer | |
$ | [***] | |
Saeed Ghaderi | |
Lead CSA Engineer | |
$ | [***] | |
Services
Fee |
|
Lump
Sum - Not applicable.
Schedule
of Rates - Refer to Attachment B: Services Fee
Cost
Reimbursable - Refer to Attachment B: Services Fee |
|
|
|
Progress
Claims
|
|
Submission
of Progress Claims:
Progress
Claims are to be submitted by the end of the first week of each month, for services provided in the previous month.
Client
will pay Primero an initial payment of [***] of the estimated Services Fee set forth on Attachment B as an advance on fees
accrued within 15 days of the Effective Date. |
|
|
|
Progress Payments |
|
Payment
of Progress Claims:
For
each Progress Claim, [***] after submission of the Progress Claim. |
|
|
|
Defects
Liability Period
|
|
The
expiration of the defects liability period is [***] months after completion of the Services. [***] |
|
|
|
Representatives |
|
Primero’s
Representative:
Matthew
Taylor
[***]
Client’s
Representative:
Mike
Circelli
Senior
Project Director
[***] |
|
|
|
Notices |
|
Primero:
Matthew
Taylor
[***]
Client:
Mike
Circelli
Senior
Project Director
[***] |
Signing |
|
|
Primero:
|
|
Client:
|
|
|
|
Executed
for and on behalf of Primero by its authorized representative: |
|
Executed
for and on behalf of Client by its authorized representative: |
|
|
|
/s/
Matthew Taylor |
|
/s/
Roshan Pujari |
Signature |
|
Signature |
|
|
|
Matthew
Taylor 8/2/2024 |
|
Roshan
Pujari 8/4/2024 |
Print
Name and Date |
|
Print
Name and Date |
Agreement
conditions
1 | Definitions |
| |
1.1 | In
this Agreement, unless a contrary intention appears: |
| |
| Authority
means any: |
| (a) | government
department; |
| (b) | local
government council; |
| (c) | government
or statutory authority; or |
| (d) | other
body or instrumentality, |
|
which
has a right to impose a requirement, or whose approval is required, with respect to, or in
connection with, the Services;
Background
IP means any Intellectual Property Rights existing prior to commencement of the Services or coming into existence except through
the performance of the Services;
Business
Day means any day except Saturdays, Sundays, public holidays and days between Christmas Day and New Year’s Day in Houston,
United States;
Claim
means any claim, demand, cause of action or proceeding of any kind;
Client’s
Representative means the person named as such in the Agreement Details or such other person notified in writing to Primero by Client;
Confidential
Information means all information contained in this Agreement and all information subsequently communicated from one Party to the
other Party in connection with the Services that would reasonably appear to be confidential based on the nature of the information or
the circumstances of disclosure, but any information which (i) is now, or hereafter becomes, through no act or failure to act on the
part of the receiving party, generally known or available to the public without breach of this Agreement by the receiving party; (ii)
was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing
party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving
party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other
competent evidence in the receiving party’s possession.
Consequential
Loss means [***];
Defects
Liability Period means the period commencing when the Services have been performed and ending on the date specified in the Agreement
Details;
Effective
Date means the earlier of the following:
|
| (a) | when
Primero commenced providing the Services to Client; or |
| (b) | the
date of this Agreement; |
|
Excusable Delay means one or more of the causes stated
as such in the Agreement Details; |
|
|
|
Force Majeure means
[***]; |
|
Intellectual
Property Right means any know how, trade secret, copyright, patent, design, circuit layout,
trade mark, name or other protected right, both present and future, registered and unregistered
and in any form or format;
Key
Personnel means the key personnel of Primero as specified in the Agreement Details;
Legislative
Requirement includes:
|
| (a) | acts,
ordinances, regulations, by-laws, orders, awards and proclamations whether Federal or State,
or from another Authority; |
| (b) | certificates,
licenses, consents, permits, approvals and requirements of organizations having jurisdiction;
and |
| (c) | fees
and charges payable in connection with the above; |
|
Notice
means any notification, advice, communication, direction or instruction, as the case
may be;
Permitted
Purpose means the provision of the Services and any purpose directly related to this;
Primero’s
Documents means any documents and other information, in any format which Primero is required by this Agreement to prepare and submit
to Client as part of the Services;
Primero’s
Representative means the person named as such in the Agreement Details or such other person notified in writing to Client by Primero;
Progress
Claim means a claim, from Primero to Client, for payment of the Services Fee (or a portion of it), in the manner set out in this
Agreement;
Progress
Payment means payment, from Client to Primero, of a Progress Claim, in the manner set out in this Agreement;
Project
means the Muskogee, Oklahoma Lithium Refinery;
Services
means the services, including the preparation and delivery of Primero’s Documents, described as such in the Agreement Details;
Services
Fee means the amount payable to Primero for provision of the Services in accordance with this Agreement, as specified in the Agreement
Details and as adjusted under this Agreement; and
Variation
means any of the following: [***]
|
2 | Interpretation |
| |
2.1 | In
interpreting this Agreement, unless stated, or the context requires, otherwise: |
| (a) | references
to a Party will be deemed to include reference to its employees, agents and subcontractors; |
| (b) | reference
to a Party includes its executors, administrators, successors and permitted assigns; |
| (c) | reference
to a person includes a firm or body corporate; |
| (d) | clause
headings will not be used in the interpretation of this Agreement; |
| (e) | words
in the singular include the plural and vice versa, according to the context; |
| (f) | where
a word or phrase is defined, other grammatical forms or derivations of that word or phrase
have a corresponding meaning; |
| (g) | monetary
amounts or rates stated in this Agreement and all payments due under this Agreement will
be in United States currency; |
| (h) | ‘including’
and similar expressions are not words of limitation; |
| (i) | reference
to a ‘right’ includes any right, benefit, remedy, discretion, authority or power
(as appropriate in the circumstances); |
| (j) | reference
to an ‘obligation’ means any ‘warranty, representation, obligation or liability’
(as appropriate in the circumstances); |
| (k) | reference
to a thing (for example, the Services) includes all of it or any part of it; and |
| (l) | reference
to any Legislative Requirement includes any amendment, modification or re-enactment to it. |
2.2 | A
provision of this Agreement will not be construed to the disadvantage of a Party merely because
that Party was responsible for the preparation of this Agreement or the inclusion of the
provision in this Agreement. |
| |
3 | This
AGREEMENT |
| |
3.1 | This
Agreement is for the provision of the Services by Primero to Client. |
| |
3.2 | Primero
will perform its obligations in this Agreement in the manner set out in, and subject to the
terms and conditions of, this Agreement. |
| |
3.3 | In
consideration of Primero performing its obligations in this Agreement, Client will pay Primero
the Services Fee as set out in this Agreement. |
| |
3.4 | This
Agreement will apply from the Effective Date. |
| |
4 | Standard
of Services and Supply |
| |
4.1 | Primero
will provide the Services to Client and will do so: |
| (a) | [***] |
| (b) | [***]
in accordance
with any Legislative Requirements and any other standards or requirements specified in this
Agreement; |
| (c) | following
any applicable methodologies and procedures specified in this Agreement; and |
| (d) | by
the times required by this Agreement. |
| (a) | provide
the Services in the sequence and by the due dates; and |
| (b) | prepare
and deliver Primero’s Documents in the manner and by the due dates, specified in the
Agreement Details and elsewhere in this Agreement. |
5.2 | [***] |
| |
5.3 | [***] |
| |
5.4 | [***] |
| |
5.5 | [***] |
| |
5.6 | [***] |
| |
5.7 | [***] |
7.1 | Primero
must ensure the Key Personnel are engaged in performing their relevant roles as set out in
the Agreement Details and, subject to clause 7.2, must not replace the Key Personnel. |
| |
7.2 | In
the event of a vacancy due to ill health, resignation, personal reasons or death of a Key
Personnel or termination of employment by Primero, Primero may nominate, for the Client’s
approval, a replacement of the Key Personnel, which approval shall not be unreasonably withheld. |
| |
7.3 | [***] |
8.1 | Primero
retains ownership of all of its Intellectual Property Rights at all times, including any
Intellectual Property Rights in the Services. |
| |
8.2 | The
Client retains ownership of its Intellectual Property Rights at all times. To the extent
the Client contributes Background IP it will retain ownership of the Background IP and grants
Primero a non-exclusive, non-transferable license for the purpose of the Services only. |
| |
8.3 | Primero
hereby agrees to deliver all Primero Documents developed in connection with the Services
and hereby grants to Client a non-exclusive, fully paid, irrevocable, perpetual, nontransferable
[***] and royalty free license to use Primero’s Documents, but solely in connection
with the Project which they were prepared. |
9 | CONFIDENTIALITY |
| |
9.1 | Subject
to [***], each of the Parties undertakes that: |
| (a) | it
will at all times keep all Confidential Information in the strictest confidence; |
| (b) | it
will only use Confidential Information for the Permitted Purpose; and |
| (c) | other
than as contemplated in clause 9.3, it will not disclose any of the Confidential Information
to anyone.
|
9.2 | The
Parties will ensure that their respective employees, officers, agents and advisors who receive
or have access to the Confidential Information (and only for the Permitted Purpose) observe
the Party’s undertakings under this clause 9. |
| |
9.3 | If
requested by either Party, the other Party will promptly return to the Party and/or destroy
any records of the Confidential Information. |
| |
9.4 | The
Parties acknowledges that in addition to any other remedy which may be available in law or
in equity, the affected Party is entitled to interim, interlocutory and permanent injunctions,
or any of them, to prevent a breach of the undertakings in this clause 9 and/or to compel
specific performance of them. |
| |
10 | DEFECTS |
| |
[***] | |
| |
11 | Insurances |
| |
11.1 | Primero
will maintain, for the duration of the Services: |
| (a) | Workers’
compensation coverages in accordance with Legislative Requirements; |
| (b) | General
liability insurance for [***]; and |
| (c) | Engineers
Professional Liability (Error & Omissions) for [***]. |
11.2 | If
the Client requires Primero to attend its sites or offices in performance of the Services,
the Client will maintain standard insurance to cover Primero and its personnel. |
| |
12 | services
fee |
| |
12.1 | If
(and to the extent that) the Agreement Details specify the Services Fee as a lump sum, that
part of the Services will be remunerated for that lump sum (subject to that lump sum amount
being altered by Variations). |
| |
12.2 | If
(and to the extent that) the Agreement Details specify the Services Fee as a schedule of
rates: |
| (a) | any
part of the Services so carried out will be remunerated on a schedule of rates basis and
in accordance with the applicable rates contained in this Agreement (or if this Agreement
does not contain any applicable rates, Primero’s standard rates for such Services or similar
services will apply); and |
| (b) | the
Services Fee for those items will be determined by multiplying the quantity of the relevant
item performed by the corresponding rate for that item as described in clause 12.2(a). |
12.3 | If
(and to the extent that) the Agreement Details specify the Services Fee as a reimbursable
cost: |
| (a) | any
part of the Services so carried out will be remunerated on a cost-plus percentage basis as
detailed in the Agreement Details. and |
12.4 | To
the extent that Primero performs Services that are not specified as belonging to either a
lump sum, schedule of rates or cost plus, Primero will receive reasonable compensation for
such Services by reference to Primero’s standard rates for such Services or similar services. |
| |
13 | PROGRESS
CLAIMS |
| |
13.1 | Primero
is entitled to submit Progress Claims at the times stated in the Agreement Details. |
| |
14 | Progress
Payments |
| |
14.1 | Primero
will submit a draft Progress Claim to Client prior to submitting a Progress Claim. Client
will approve or provide queries on the draft which Primero will consider before submitting
the Progress Claim. In the event 5 business days elapse without comment the draft shall be
deemed approved and Primero shall submit the Progress Claim. |
14.2 | Client
will make payment of each Progress Claim by the time specified in the Agreement Details via
electronic funds transfer to Primero’s nominated bank account. |
| |
14.3 | [***] |
| |
15 | TAXES |
| |
15.1 | If
for any reason taxes, duties, royalties, levies or charges are imposed upon Primero relating
to the Services, the Client will reimburse to Primero the amount of such taxes, duties, royalties,
levies or charges. |
| |
15.2 | If
for any reason the Client is obliged to withhold or deduct taxes, duties, royalties, levies
or charges from any payments to be made to Primero relating to the Services, the Client will
gross up the payment such that Primero receives the entire amount due. |
| |
16 | DEFAULT
and termination |
| |
[***] | |
17 | INDEMNITIES
AND WAIVER |
| |
17.1 | Without
limiting any other right or remedy available to Primero, Client indemnifies Primero from
and against any damage, cost, expense, harm, loss or liability Primero suffers or incurs
in respect of any breach by Client of this Agreement. |
| |
17.2 | [***] |
| |
17.3 | [***] |
17.4 | If
the Agreement Details specify that Primero enters into this Agreement for and on behalf of
others, Primero holds the indemnities granted to it from Client under this Agreement for
itself and on trust for those others. |
18.1 |
Except
for Client’s rights and Primero’s obligations under clause 10 and unless a notice is received within the time contemplated
by Section 10.3, immediately and automatically upon expiration of the Defects Liability Period, Client irrevocably and fully releases
Primero from all Claims [***] |
19 |
ASSIGNMENT,
NOVATION and subcontracting |
19.1 |
Neither
Party will assign or novate any of its rights or obligations under this Agreement without the other Party’s prior written approval
to do so, which must not be unreasonably withheld. The other Party may require conditions, as it considers reasonably appropriate,
to provide such approval. [***] |
20.1 |
Any
reference to a time within this Agreement will be a reference to the time in Houston, United States. |
20.2 |
The
Parties will ensure that their Representative are: |
|
(a) |
competent;
and |
|
(b) |
fluent
in the English language. |
20.3 |
The
Parties’ Representatives are duly authorized to act on behalf of the Party in relation to: |
|
(a) |
sending
and receiving Notices under this Agreement; and |
|
(b) |
supervising
the Party’s obligations under this Agreement. |
20.4 |
All
Notices will be in writing, in English and sent to Primero’s Representative or Client’s Representative (as the case may
be) at the relevant address specified in the Agreement Details. |
20.5 |
A
Notice will be deemed to have been received as follows: |
|
(a) |
for
Notices delivered by hand, on delivery, but where delivery is made after 4:00 pm on a Business Day or at any time on a day which
is not a Business Day, that delivery will be deemed to have occurred at 9:00 am on the next Business Day; |
|
(b) |
for
Notices sent by post that are sent and received within United States, 3 Business Days after the date of posting; and |
|
(c) |
for
Notices sent via email, on receipt, but where a transmission is made after 4:00 pm on a Business Day or on a day which is not a Business
Day, that transmission will be deemed to have occurred at 9:00 am on the next following Business Day. |
20.6 |
A
Party may change its address for the receipt of Notices by giving the other Party a Notice of this. |
20.7 |
None
of the terms of this Agreement will be waived, discharged or released at law or in equity unless the other Party gives its prior
written consent to this in each instance. |
20.8 |
All
of the representations and warranties in this Agreement which are made by each Party are irrevocable and continually repeated and
survive termination of this Agreement. |
20.9 |
To
the extent permitted by law, all rights and remedies under this Agreement are limited to those specified in this Agreement and each
Party irrevocably waives any Claim to any other rights and remedies of any nature. |
20.10 |
Unless
expressly stated otherwise, where any obligation is imposed on either Party under this Agreement, that obligation is not to be limited
or affected by any other obligation in this Agreement. |
20.12 |
This
Agreement contains the entire agreement between the Parties and no regard will be had to any prior negotiations, qualifications or
dealings. |
20.13 |
If
any provision of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement will not be affected or impaired in any way. |
20.14 |
This
Agreement shall exclusively be governed by and interpreted in accordance with the laws of the state of Texas. Any and all disputes
shall be exclusively referred to and finally decided upon by the appropriate courts of the state of Texas. |
20.15 |
This
Agreement shall operate for the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. |
20.16 |
The
Parties will at all times act with total honesty, integrity and good faith towards the other Party. |
20.17 |
Primero
may not publicize or otherwise disclose the fact that is providing the Services or that it has worked for Client, or use Client’s
name or logo, without Client’s prior written approval. |
20.18 |
Clauses
2, 3, 8 – 11, 12 (for fees accrued as of termination) and 16 - 20 survive discharge or termination of this Agreement. |
SPECIAL
CONDITIONS
ATTACHMENT
A: SCHEDULE
Item |
|
Date |
Kick-off
meeting |
|
16
July 2024 |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
FEL-3
final report |
|
17
February 2025 |
ATTACHMENT
B: SERVICES FEE
Description |
|
Hours |
|
Price |
Project
Management |
Administration |
|
[***] |
|
[***] |
Project
Management |
|
[***] |
|
[***] |
|
|
|
|
|
Design
Development |
Design
Management |
|
[***] |
|
[***] |
General
Engineering |
|
[***] |
|
[***] |
|
|
|
|
|
Engineering
& Design |
Mechanical |
|
[***] |
|
[***] |
Piping |
|
[***] |
|
[***] |
CSA |
|
[***] |
|
[***] |
EI&C |
|
[***] |
|
[***] |
Process |
|
[***] |
|
[***] |
|
|
|
|
|
FEL-3
Report |
Reports
& Estimates |
|
[***] |
|
[***] |
Construction
Readiness |
|
[***] |
|
[***] |
Procurement |
|
[***] |
|
[***] |
|
|
|
|
|
Subtotal
Primero Labor |
|
[***] |
|
[***] |
|
|
|
|
|
Third
party cost allowances (inc 5% markup) |
Last
Mile Study |
|
|
|
[***] |
ECI
– Construction |
|
|
|
[***] |
HAZOP
facilitator |
|
|
|
[***] |
Fire
Study |
|
|
|
[***] |
|
|
|
|
|
Subtotal
Cost inc Third Parties |
|
[***] |
|
[***] |
Travel
Allowance |
|
|
|
[***] |
Total
Cost of FEL-3 |
|
|
|
$4,724,690 |
Options
not included in Agreement Value |
|
|
Option
1 – Hydroxide circuit |
|
[***] |
|
[***] |
Option
2- Non-process Buildings |
|
[***] |
|
[***] |
Option
3 – Permit support allowance |
|
[***] |
|
[***] |
Item
2: Schedule of Rates
Project
Management |
|
Rate |
Project
Sponsor |
|
[***] |
Project
Director |
|
[***] |
Project
Manager/Design Manager |
|
[***] |
Senior
Project Engineer |
|
[***] |
Project
Engineer |
|
[***] |
Engineering |
|
Graduate |
|
Engineer |
|
Senior |
|
Lead |
|
Principal |
Process
Engineering |
|
|
|
[***] |
|
[***] |
|
[***] |
|
[***] |
Other
Discipline Engineering |
|
[***] |
|
[***] |
|
[***] |
|
[***] |
|
[***] |
Design |
|
Junior |
|
Designer |
|
Senior |
|
Lead |
|
Principal |
Designer |
|
[***] |
|
[***] |
|
[***] |
|
[***] |
|
[***] |
Project
Services |
|
Rate |
Supply
Chain Manager |
|
[***] |
Quality
Manager |
|
[***] |
Commissioning
Manager |
|
[***] |
Project
Controls Manager |
|
[***] |
Senior
Project Controller |
|
[***] |
Project
Controller |
|
[***] |
HSE
Manager |
|
[***] |
Lead
Planner |
|
[***] |
Planner |
|
[***] |
Construction
Manager |
|
[***] |
Senior
Estimator |
|
[***] |
Lead
Document Controller |
|
[***] |
Document
Controller |
|
[***] |
Senior
Procurement Officer |
|
[***] |
Procurement
Officer |
|
[***] |
Project
Accountant |
|
[***] |
Administrative
Assistant |
|
[***] |
ATTACHMENT
C: SCOPE OF SERVICES
MUSKOGEE LITHIUM REFINERY
FEL3 – SCOPE OF WORK
LITHIUM CHEMICAL PROCESSING
REFINERY
55101-PM-SOW-001
Date |
|
Revision |
|
Status |
|
Prepared |
|
Reviewed |
|
Approved |
11-Jul-2024 |
|
A |
|
Draft |
|
NSe |
|
MTa |
|
|
04-Aug-2024 |
|
0 |
|
Issued for use |
|
NSe |
|
MTa |
|
MTa |
Table
of Contents
1 |
Scope of Facility |
3 |
|
|
|
2 |
Process Summary |
3 |
|
|
|
3 |
Scope of Services |
3 |
|
|
|
|
3.1 |
General |
3 |
|
|
|
|
|
3.2 |
Project
Management |
3 |
|
|
|
|
|
3.3 |
Engineering
and Design |
4 |
|
|
|
|
|
3.4 |
ProcurEment |
5 |
|
|
|
|
|
3.5 |
Construction |
5 |
|
|
|
|
|
3.6 |
FEL-3
Report |
6 |
|
|
|
|
|
3.7 |
CRITICAL
STUDIEs |
6 |
|
|
|
|
4 |
Exclusions |
7 |
APPENDIX
A FEL-3 Report TABLE OF CONTENTS
APPENDIX
B Simplified Block Flow Diagram and Simplified Process Flow Sheet
APPENDIX
C List of Engineering Deliverables
Agreed,
in connection with the Engineering Agreement by and between Stardust Power and Primero USA, made effective on August 4, 2024.
/s/
Roshan Pujari |
/s/
Matthew Taylor |
|
|
8/6/2024 |
8/6/2024 |
|
|
Roshan
Pujari |
Matthew
Taylor |
|
|
CEO,
Stardust Power, Inc. |
General
Manager, Primero USA |
Stardust
Power Inc. (Client) is developing a lithium chemical processing refinery south of Muskogee, Oklahoma and within the boundaries of the
Southside East Industrial Park. The refinery will process concentrated lithium chloride shipped from various facilities and produce battery
grade lithium carbonate.
The
overall project is to develop a facility of two 25 ktpa trains (Train 1 and Train 2) along with infrastructure to support operations.
The present project involves engineering, procurement and construction for Train 1 (the Project).
This
document details the scope of Services for Primero to complete the Front-End Loading 3 (FEL3) for the project.
The
front-end of the project involves conversion of concentrated lithium chloride into technical grade lithium. The backend of the facility
involves conversion of technical grade lithium to battery grade lithium.
The
process design will allow for:
| 1. | Back-end:
Importation of technical grade lithium carbonate and processing to a battery grade lithium
carbonate |
| | |
| 2. | Combined
front and back end: Importation of a concentrated lithium chloride and processing to a battery
grade lithium carbonate |
The
process design scope of Services includes both the front and back end of the facility.
Appendix
A gives the simplified Process Flow Sheet.
The
FEL-3 work includes advancing the design of the Muskogee Lithium refinery from concept design to a readiness for execution; specifically
detailed design, procurement of major long lead equipment, and construction engagement.
Primero
shall develop the design and produce necessary deliverables to complete the FEL3 to AACE (Association for the Advancement of Cost Engineering)
class 3 engineering maturity.
[***]
3.3 |
ENGINEERING AND DESIGN |
[***]
[***]
[***]
A
key deliverable will be the FEL-3 report submitted at the end of the FEL-3 program.
[***]
[***]
[***]
The
following are excluded from the Scope of Work:
| ● | Work
related to the Lithium Hydroxide Circuit except for high level feasibility as included under
Section 3.2 |
| | |
| ● | DLE
Assets, resources and brine transportation |
| | |
| ● | Permitting
and regulatory approvals (other than technical support for approvals), environmental field
studies, land agreements, and land access agreements |
APPENDIX
A FEL-3 REPORT TABLE OF CONTENTS
[***]
APPENDIX
B SIMPLIFIED BLOCK FLOW DIAGRAM AND SIMPLIFIED PROCESS FLOW SHEET
[***]
APPENDIX
C LIST OF ENGINEERING DELIVERABLES
[***]
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