Lithium Exploration Group, Inc.: Exhibit 10.81 - Filed by newsfilecorp.com





LOAN AGREEMENT 

THIS AGREEMENT is made as the of April, 2015, 

BETWEEN: 

	 	LITHIUM EXPLORATION GROUP, INC., a
      corporation incorporated under the laws of the State of Nevada, having an
      office at 3800 North Central Avenue, Suite 820, Phoenix, Arizona 85012.
	 


(the “Borrower”) 

AND: 

	 	JDF CAPITAL INC., a corporation
      incorporated under the laws of the State of New York having an office at
      84 Tulip Ln., Freehold, New Jersey 07728. 	 


(the “Lender”) 

WHEREAS: 

	A. 	
      the Borrower wishes to borrow and the Lender wishes to
      lend to the Borrower an aggregate principal amount of USD$50,000 (the
      “Loan”) with 10% interest to be used by the Borrower for general
      corporate and operational purposes; and

	 	 
	B. 	
      the parties wish to record the terms and conditions of
      the Loan to be made pursuant to the terms of this
  Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSES that pursuant to
the premises and in consideration of the mutual covenants contained in this
Agreement and the agreement of the Lender to advance funds to the Borrower, the
parties covenant and agree as follows: 

	1. 	
      LOAN



1.1     Loan. The Lender is to make
the Loan available to the Borrower as of the date of this Agreement and on
execution of this Agreement and the promissory note as attached Schedule “A” of
this Agreement (the “Promissory Note”). 

1.2     Interest Rate. The Loan is
to bear interest from the date any funds are advanced to the Borrower to the
date of full repayment of all amounts outstanding under the Loan at 10% per
annum, accruing daily before as well as after maturity, default or judgment (the
“Interest Rate”). Interest shall be payable monthly, in arrears,
commencing on the date of any particular advance under the Loan. 

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1.3     Conditions Precedent to
Advance. The Lender will not have any obligation to advance all or any
portion of the Loan to the Borrower until all of the following have been
fulfilled to the Lender’s satisfaction: 

	 	(a) 	
      the Borrower has executed and delivered this
      Agreement;

	 	 	 
	 	(b) 	
      the Borrower has executed and delivered to the Lender the
      Promissory Note; and

	 	 	 
	 	(c) 	
      all filings necessary or advisable have been made in the
      appropriate jurisdictions.



1.4     Payment of Principal and
Interest. The Borrower will pay to the Lender in full the principal amount
of the Loan and all accrued and unpaid Interest on the earlier to occur of: 

	 	(a) 	
      April 15, 2016, subject to extension upon mutual
      agreement of the Lender and Borrower; or

	 	 	 
	 	(b) 	
      an Event of Default occurring
hereunder.



1.5     Prepayment. The Borrower may
prepay the Loan in whole or in part, at any time and from time to time without
notice, bonus or penalty. 

1.6     Applications of Payments.
All payments on the Loan in cash made by the Borrower to the Lender are to
firstly be applied to the Interest and secondly to the principal balance
outstanding under the Loan.

1.7     Manner of Payments. The
Borrower will make all payments to the Lender under this Agreement by wire
transfer, cheque, direct deposit or bank draft in immediately available funds to
such account or accounts of the Lender the Lender may direct. 

1.8     Withholding Taxes. If the
Borrower is required by law to withhold from any payment required to be made to
the Lender under this Agreement or a Promissory Note, any amount on account of
any taxes imposed by the laws of the United States, or the laws applicable
therein, the Borrower will make the withholding and pay the amount withheld to
the appropriate governmental authority before penalties attach or interest
accrues. The amount of any payment required to be made hereunder by the Borrower
to the Lender is to be reduced by any amount withheld and paid in respect of
such payment in accordance with this Section. Upon request of the Lender, the
Borrower will deliver to the Lender official tax receipts evidencing such
payments. 

	2. 	
      REPRESENTATIONS AND
WARRANTIES



2.1     Representations and Warranties
of the Borrower. The Borrower represents and warrants to the Lender that:


	 	(a) 	
      it has been duly incorporated, validly exists and is in
      good standing under the jurisdiction of its incorporation and each
      jurisdiction where it carries on business and has been duly licensed to
      carry on business in all jurisdictions where it is carrying on
      business;



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	 	(b) 	
      it has the power and authority to enter into, execute and
      deliver and to keep, observe and perform all of the covenants, agreements
      and other obligations made by or imposed on it under this Agreement and
      the Promissory Note (collectively, the “Loan Documents”);

	 	 	 
	 	(c) 	
      the Loan Documents and all other instruments and
      agreements delivered by the borrower to the Lender pursuant to this
      Agreement have been or will be validly executed by it or on its behalf
      and, when delivered to the Lender, will be legal, valid and binding
      obligations of it, enforceable in accordance with their respective terms,
      except as enforcement may be limited by;




	 	(i) 	
      applicable bankruptcy, insolvency, moratorium,
      reorganization and similar laws at the time in effect affecting the rights
      of creditors generally; and

	 	 	 
	 	(ii) 	
      equitable principles which may limit the availability of
      certain remedies, including the remedy of specific
  performance;




	 	(d) 	
      the execution, delivery and performance by it of the Loan
      Documents does not contravene any material provision of any regulation,
      order or permit applicable to it, or cause a breach of or constitute a
      default under or require any consent under any agreement or instrument to
      which it is a party or by which it is bound except such as have been
      obtained;

	 	 	 
	 	(e) 	
      there are no suits or judicial proceedings or proceedings
      before any governmental commission, board or other agency, actual, pending
      or to its knowledge threatened against it which involves a significant
      risk of a judgment or liability which, if satisfied, would have an adverse
      effect upon its financial position or the ability to meet its obligations
      under this Agreement or to grant the Loan Documents;

	 	 	 
	 	(f) 	
      it is not in default under any guarantee, note or other
      instrument evidencing any indebtedness, other than as disclosed in writing
      to the Lender by the Borrower, and to its knowledge there exists no state
      of facts which, after notice or lapse of time or both or otherwise, would
      constitute such a default; and

	 	 	 
	 	(g) 	
      no event is outstanding which constitutes, or with notice
      or lapse of time or both would constitute, an Event of Default (as defined
      below).




	3. 	
      COVENANTS



3.1     Affirmative Covenants.
Until such time that the Loan and any outstanding Interest are repaid in
full, the Borrower will: 

	 	(a) 	
      pay all amounts due and owing to the Lender when
    due;

	 	 	 
	 	(b) 	
      at all times maintain its corporate existence and be
      registered or licensed to carry on business in all jurisdictions where the
      nature of its business makes it prudent to do so;



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	 	(c) 	
      preserve and protect the goodwill, assets, business and
      undertaking of the Borrower;

	 	 	 
	 	(d) 	
      maintain adequate records and books of account reflecting
      all financial transactions in conformity with generally accepted
      accounting principles and provide to the Lender its unaudited quarterly
      and audited annual financial statements, including its balance sheet,
      income statement and statement of cash flow;

	 	 	 
	 	(e) 	
      comply in all material respects with all material
      contracts, arrangements, agreements or understandings entered into by the
      Borrower;

	 	 	 
	 	(f) 	
      materially comply with all applicable environmental laws
      and promptly provide notice to the Lender of any material default or
      breach of any environmental law; and

	 	 	 
	 	(g) 	
      pay all taxes and claims when
due.



3.2     Negative Covenants. Until
such time that the Loan and any outstanding Interest are repaid in full and
without the prior consent of the Lender, the Borrower will not 

	 	(a) 	
      guarantee, endorse or otherwise become surety for the
      obligations of any other person;

	 	 	 
	 	(b) 	
      reorganize or amalgamate with any other person, except as
      has been fully disclosed to the Lender by the Borrower as of the date
      hereof;

	 	 	 
	 	(c) 	
      make any inter-company loans or shareholder loans or
      investments, except in the ordinary course of business;

	 	 	 
	 	(d) 	
      dispose of any of its assets, property or undertaking,
      except in the ordinary course of business; or

	 	 	 
	 	(e) 	
      materially change its
business.




	4. 	
      EVENTS OF DEFAULT



4.1     Events of Default. Each of
the following events constitutes a default by the Borrower under this Agreement
(each, an “Event of Default”), unless the Lender agrees to waive such
default: 

	 	(a) 	
      the Borrower fails to pay any amount owing to the Lender
      under this Agreement when due, and such amount remains unpaid for five
      days;

	 	 	 
	 	(b) 	
      any of the representations or warranties of the Borrower
      in this Agreement are misleading, or incorrect in any material
    respect;



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	 	(c) 	
      an order is made or a resolution passed for the
      liquidation or winding-up of the Borrower; or

	 	 	 
	 	(d) 	
      if the Borrower becomes insolvent, admits in writing its
      inability to pay its debts as they become due or otherwise acknowledges
      its insolvency, commits an act of bankruptcy, makes an assignment or bulk
      sale of its assets, is adjudged or declared bankrupt or makes an
      assignment for the benefit of creditors or a proposal or similar action
      under any bankruptcy law or any similar legislation, or commences any
      other proceedings relating to it under any reorganization, arrangement,
      readjustment of debt, dissolution or liquidation law or statute of any
      jurisdiction whether now or thereafter in effect, or consents to any such
      proceeding.



4.2     Remedies for Events of
Default. Upon the occurrence of an Event of Default, the Lender may: 

	 	(a) 	
      immediately declare due and payable the outstanding
      balance of the Loan and any unpaid accrued Interest without presentment of
      the Notes, and without demand, protest or other notices of any kind, all
      of which are expressly waived by the Borrower; and/or

	 	 	 
	 	(b) 	
      exercise any and all rights, powers, remedies and
      recourses available to the Lender under the Loan Documents, at law, in
      equity or otherwise.



4.3     Waiver of Default. The
Lender may, in writing in their absolute discretion at any time and from time to
time, waive any breach by the Borrower of any of its covenants in this
Agreement, provided that any such waiver does not constitute a continuing waiver
and does not constitute a waiver of any other term or provision of this
Agreement. 

4.4     No Waiver. No failure or
delay on the part of the Lender in exercising any right, power or privilege
under this Agreement operates as a waiver thereof; nor does any single or
partial exercise of any right, power or privilege under this Agreement preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies in this Agreement expressly specified are
cumulative and not exclusive of any rights or remedies which the Lender would
otherwise have. The acceptance by the Lender of any payment of or on account of
the Loan after a default or of any payment on account of any partial default is
not to be construed to be a waiver of any right to take advantage of any future
default or of any past default not completely cured thereby. The Lender may
exercise any and all rights, powers, remedies and recourses available to them
under this Agreement, or any other remedy available to them, concurrently or
individually without the necessity of an election. 

	5. 	
      GENERAL



5.1     Person. References in this
Agreement to a “person” includes any individual, partnership, joint venture,
company, corporation, unincorporated entity, government entity or other entity,
whether having legal status or not, and includes persons acting in concert with
each other. 

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5.2     Independent Legal Advice.
The Borrower acknowledges that: 

	 	(a) 	
      this Agreement was prepared by the W.L. Macdonald Law
      Corporation for the Borrower;

	 	 	 
	 	(b) 	
      W.L. Macdonald Law Corporation received instructions from
      the Borrower and does not represent the Borrower in regards to this
      Agreement;

	 	 	 
	 	(c) 	
      the Lender has been requested by the Borrower and W.L.
      Macdonald Law Corporation to obtain its own independent legal advice on
      this Agreement prior to signing this Agreement;

	 	 	 
	 	(d) 	
      the Lender has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, the Lender confirms that he
      fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Lender waives his right to obtain
      independent legal advice.



5.3     Currency. All references to
dollars or currency in this Agreement are to United States dollars. 

5.4     Governing Law. This
Agreement and all matters arising under it are to be governed by and construed
in accordance with the laws of the State of Arizona and the federal laws of the
United States applicable therein, and each of the parties submit and attorn to
the jurisdiction of the courts of Arizona. 

5.5     Severability. If any
provision of this Agreement or any part thereof is determined to be invalid, it
is to be severable and severed from this Agreement and the remainder of this
Agreement is to be construed as if such invalid provision or part has been
deleted from this Agreement. 

5.6     Gender and Number. Words
importing the masculine gender include the feminine and neuter genders and words
in the singular include the plural, and vice versa. 

5.7     Headings. The headings are
inserted for convenience only and are not to affect the interpretation of this
Agreement. 

5.8     Non-limiting. The word
“including”, when following any general statement, is to be construed as
referring to all other things that could reasonably fall within the scope of
such general statement, whether or not non-limiting language (such as “without
limitation”) is used. 5.9 Notice. All notices, demands and payments under
this Agreement must be in writing and may be delivered personally, via e-mail or
by facsimile transmission to the addresses set out on the first page of this
Agreement or to such other addresses as may from time to time be notified in
writing by the parties. All notices will be deemed to have been given and
received on the next business day following the date of transmission or
delivery, as the case may be. 

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5.10     Co-operation. Each of the
parties will execute all such further documents and do all such further things
as may reasonably be required by another party in order to give full effect to
this Agreement. 

5.11     Fees and Expenses. The
Borrower will pay to the Lender all of its reasonable legal and other fees and
disbursements in respect of the Loan, including the preparation, execution and
carrying out of this Agreement, and on default will pay all costs, charges and
expenses of the Lender. All such costs and expenses are payable by the Borrower
to the Lender on demand, and in default of payment are to bear interest at the
Interest Rate.

5.12     No Prejudice. Nothing in
this Agreement is to prejudice or impair any other right or remedy that the
Lender may otherwise have with respect to the Loan or any rights or remedies the
Lender may have with respect to other loans that may be made to the Borrower.


5.13     Assignment. The Lender may
assign or transfer its rights under this Agreement, or any portion of the Loan,
with the prior written consent of the Borrower, which consent shall not be
unreasonably withheld. 

5.14     Enurement. This Agreement
is binding upon and enures to the benefit of the Borrower and the Lender and
their respective successors and assigns.

5.15     Confidentiality. All
documents associated with this transaction are to be confidential and the
parties will not disclose such documents to any other person except as may be
required by law. Each party will use its reasonable efforts to provide prior
notice to the other parties of any such discloser. 

5.16     Time. Time is of the
essence of this Agreement. 

5.17     Entire Agreement; Conflict of
Instruments. The Loan Documents represent the entire agreement between the
parties and supersede any prior arrangements or agreement, whether in writing or
not, among the parties.

[THIS PART LEFT INTENTIONALLY BLANK] 

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5.18     Counterparts. The parties
may deliver this Agreement in counterparts and by facsimile transmission, with
the same effect as if all parties had all signed an original copy of the same
agreement, and all counterparts are to be construed together as one and the same
agreement. 

AS EVIDENCE OF THEIR AGREEMENT the parties have caused
this Agreement to be executed and delivered as of the date first noted above.


LITHIUM EXPLORATION GROUP, INC. 

	Per: 	/s/Alexander Walsh 	 
	  	Authorized Signatory 	 


JDF CAPITAL INC. 

	Per: 	/s/John Fierro 	 
	  	Authorized Signatory 	 


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SCHEDULE “A” 

PROMISSORY NOTE

April 15, 2015 

	TO: 	JDF CAPITAL INC.(the “Lender”)
  
	  	84 Tulip Ln., Freehold 
	  	New Jersey 07728 


FOR VALUE RECEIVED, Lithium Exploration Group,
Inc. (the “Borrower”) acknowledges itself indebted and promises to
pay to, or to the order of, the Lender at the address indicated above the sum of
fifty thousand dollars (USD$50,000) (the “Principal Sum”), together with
interest on the outstanding balance of the Principle Sum from time to time at
the rate equal to 10% PER ANNUM, both before and after maturity,
on April 15, 2016, subject to any restrictions on such demand as set out in a
Loan Agreement between the Lender and the Borrower dated as of April 15, 2015.
Interest shall be payable monthly, in arrears commencing on the date of the
advance of any amount in the Principal Sum. 

If any payment is not made when required to be made in
accordance with this promissory note, interest is to be paid by the Borrower on
such overdue amount, including any accrued and unpaid interest, in the same
manner as is paid on the Principal Sum. 

The Borrower waives presentment for payment, protest or notice
of protest and notice of dishonour of this promissory note. 

DATED at this 15th day of April, 2015. 

LITHIUM EXPLORATION GROUP, INC. 

	Per: 	/s/Alexander Walsh 	 
	  	Authorized Signatory 	 


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