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Wealth Enters into Exclusive LOI to Negotiate Agreement to Acquire Li3 Energy Inc.

February 1, 2016

Wealth Enters into Exclusive LOI to Negotiate Agreement to Acquire Li3 Energy Inc.

PRINCIPAL ASSETS OF LI3 INCLUDE AN INTEREST IN THE MARICUNGA LITHIUM PROJECT, CHILE

Wealth Minerals Ltd. (the “Company” or “Wealth”) – (TSXV: WML, Frankfurt: EJZ, SSE: WMLCL) announces that it has executed a Letter of Intent (the “LOI”) with Li3 Energy Inc. (“Li3”) to negotiate, on an exclusive basis an agreement to acquire, by way of a corporate arrangement (the “Transaction”), 100% of the outstanding share capital (the “Li3 Shares”) of Li3 in consideration for the issuance of common shares of Wealth (“Wealth Shares”), with the result that Li3 will become a wholly owned subsidiary of Wealth and the existing shareholders of Li3 will become shareholders of Wealth. Completion of the Transaction is subject to the satisfaction of a number of significant conditions, as detailed below.

ABOUT LI3 ENERGY, INC.

Li3 is a public company incorporated under the laws of Nevada with its head office in Santiago, Chile. Li3’s principal asset is a forty-nine (49%) percent shareholding in Minera Li Energy SpA (“Minera Li”), a Chilean company which, in turn, holds (a) a 100% interest in the Cocina 19 to 27 mining concessions and, (b) a 60% interest in the Litio 1 to 6 mining concessions, all located in the northeast section of the Salar de Maricunga in Region III of Atacama in Northern Chile (the Cocina and Litio concessions being collectively referred to as the “Maricunga Lithium Project” or the “Project”). The balance, being fifty-one (51%) percent, of the shares of Minera Li are held by Minera Salar Blanco, SpA, a private Chilean company (“MSB”). MSB manages Minera Li.

“Li3 has a strategic partnership with POSCO Canada Ltd and an interest in the Salar de Maricunga, which is the second-largest lithium-bearing salt brine deposit in Chile. These two factors, together with the expertise of Li3’s board and connection to a local strategic partner, made Li3 an obvious acquisition target for Wealth,” stated Henk van Alphen, Wealth’s President & CEO, “Lithium is an emerging commodity which Wealth considers has significant growth potential in the medium and long term. We believe that the interest of Li3 in the Maricunga Lithium Project should provide the shareholders of Wealth with exposure to the Lithium market while supporting clean and green energy initiatives.”

PROPOSED ACQUISITION

The LOI provides that Wealth and Li3 will each have a 60 day period to carry out and complete the required due diligence on each other and the Maricunga Lithium Project, including a planned test program, and finalize the specific structure of the Transaction. The due diligence period will
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commence once the parties have agreed upon, and MSB has provided its consent to, the planned test work program on the Maricunga Lithium Project. In consideration for the grant of the exclusive due diligence period by Li3 and its agreement to deal exclusively with Wealth during the due diligence period, Wealth has paid Li3 US$50,000 and will pay an additional US$150,000 on acceptance of the Transaction for filing by the TSXV.

As presently envisioned by Wealth and Li3, the principle terms of the Transaction as set out in the LOI are as follows:

  • Wealth will arrange an equity financing to close immediately prior to, but contingent upon, the completion of the Transaction, in an amount of not less than three million (CAD $3,000,000) dollars (the “Financing”), upon such terms as are determined by Wealth in its sole discretion.
  • Li3 will continue as a BC company and the parties will participate in a corporate arrangement under the Business Corporations Act (BC) whereby Wealth will acquire the outstanding shares of Li3 in exchange for the issuance of Wealth Shares at a ratio which will result in the Wealth shareholders (post-Financing) holding fifty (50%) percent of the post-Transaction outstanding Wealth Shares, and the existing holders of Li3 Shares holding fifty (50%) percent of the post-Transaction Wealth Shares.
  • Following the completion of the Transaction, Wealth would have a board of directors made up of the four current Wealth directors and three nominees of Li3 (who may be incumbent directors of Li3).
  • There will be no change in the existing management or officers of Wealth.

The completion of the Transaction is subject to a number of conditions precedent, including the completion of satisfactory due diligence by each company on the other and the Maricunga Lithium Project, the negotiation and settlement of final definitive terms for the Transaction satisfactory to both parties and the execution of formal agreements in that regard, receipt of any required shareholder and court approvals, receipt of any required consent from MSB, the completion of the Financing and the acceptance for filing of the Transaction by the TSX Venture Exchange on behalf of Wealth.

The Transaction described herein cannot be closed until all conditions have been satisfied and that there can be no certainty that the Transaction will be completed, either as presently proposed, or at all.

This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the issuer and management, as well as financial statements This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT WEALTH MINERALS LTD.

Wealth’s strategy is to acquire undervalued projects with low exploration risk, attractive grades and potentially low capital requirements. Management insist that projects be located in stable and development-friendly geopolitical jurisdictions and that capital required for development is not excessive within the context of each commodity. The focus over the past few years has been on the acquisition of precious metals projects. The proposed acquisition of Li3 offers a new kind of opportunity where helping to meet emerging lithium demand is expected to create additional value for shareholders. The Company will also continue to move forward with its existing precious metals projects, such as Yanamina and Valsequillo.

On Behalf of the Board of Directors of
WEALTH MINERALS LTD.

“Hendrik Van Alphen”
Hendrik Van Alphen, President & Chief Executive Officer

For further details on the Company readers are referred to the Company’s web site (www.wealthminerals.com) and its Canadian regulatory filings on SEDAR at www.sedar.com.

Contact Information
Henk Van Alphen or David Smith

604-331-0096 Ext. 3886 or 604-638-3886

info@wealthminerals.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward- looking statements”) within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the proposed acquisition by the Company of Li3 and the shares of Li3, and thereby an interest in the Maricunga Lithium Project; the proposed execution and delivery of the required formal documentation in connection with the acquisition of Li3; the completion of the acquisition of Li3, either as presently proposed or at all, by the Company; the planned completion of a test work program at the Maricunga Lithium Project; the completion of the proposed CAD $3M financing which is a condition precedent to the Transaction and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the commodity markets generally, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to settle the required formal documentation necessary to acquire Li3, to close the transaction even if such documentation is completed; the inability of the Company to obtain any necessary permits, consents or authorizations required for its planned activities, including TSXV acceptance and any required court approvals for the acquisition of Li3, the inability of the Company to raise the funds required as a condition precedent to the completion of the Transaction, the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company’s latest interim Management Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.