Lithium Exploration Group, Inc.: Exhibit 10.85 - Filed by newsfilecorp.com





PURCHASE AGREEMENT 

THIS PURCHASE AGREEMENT, dated as of December 1, 2015,
is entered into by and among Lithium Exploration Group, Inc., a Nevada
corporation (the "Company"), and VES Investment Trust (the "Purchaser"). 

WITNESSETH: 

WHEREAS, the Company and the Purchaser are executing and
delivering this Agreement in accordance with and in reliance upon the exemption
from securities registration for offers and sales to accredited investors
afforded, inter alia, by Rule 506 under Regulation D ("Regulation
D") as promulgated by the United States Securities and Exchange Commission (the
"SEC") under the Securities Act of l 933, as amended (the "1933 Act"), and/or
Section 4(2) of the 1933 Act; and 

WHEREAS, the Purchaser wishes to purchase a 10% Original
Issue Discount (“OID) Convertible Promissory Note of the Company (the "Note"), in the original principal amount of $18,000,
subject to and upon the terms and conditions of this Agreement and acceptance of
this Agreement by the Company, on the terms and conditions referred to herein.


NOW THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows: 

1.     AGREEMENT TO
PURCHASE; PURCHASE PRICE. 

a.     Purchase. 

(i)     Subject to the terms and conditions
of this Agreement and the other Transaction Documents, the Purchaser hereby
agrees to purchase a Note in the aggregate amount of $18,000 (the "Purchase
Amount"), which Note shall be funded on the Closing Date as described therein.


(a)     $15,000 of the Note shall be funded
and issued by December 1, 2015 (the “Closing Date”) 

(ii)     The Note referred to herein shall
be in the form of Annex I annexed hereto. 

(iii)     The purchase of the Note by the
Purchaser and the other transactions contemplated hereby are sometimes referred
to herein and in the other Transaction Documents as the purchase and sale of the
Securities (as defined below), and are referred to collectively as the
"Transactions". 

(iv)     The Purchaser shall deliver the
Purchase Amount to counsel for the Company, which Purchase Amount shall be held
in trust until authorized for release to the Company by written instruction of the Purchaser. The Purchase Amount shall be
promptly returned to the Purchaser if not authorized for release by the
Purchaser by the Closing Date. 

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b.     Certain
Definitions. As used herein, each of the following terms has the meaning set
forth below, unless the context otherwise requires: 

"Affiliate" means, with respect to a specific Person referred
to in the relevant provision, another Person who or which controls or is
controlled by or is under common control with such specified Person. 

"Certificate" means the original signed Note duly executed by
the Company. 

"Closing Date" means the date of the closing of the issuance of
Note. 

"Common Stock Equivalents" means any securities of the Company
or the Subsidiaries which would entitle the holder thereof to acquire at any
time Common Stock, including without limitation, any debt, preferred stock,
rights, options, warrants or other instrument that is at any time convertible
into or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock. 

"Company Control Person" means each director, executive
officer, promoter, and such other Persons as may be deemed in control of the
Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act
(as defined below). 

"Conversion Shares" means shares of Common Stock underlying and
issuable upon conversions of the Note funded herein and to be funded pursuant to
the second tranche in Section 1a.(v). 

"Exchange Act" means the Securities Exchange Act of 1934, as
amended. 

"Holder" means the Person holding the relevant Securities at
the relevant time. 

"Last Audited Date" means December 31 , 2014. 

"Purchaser Control Person" means each director, executive
officer, promoter, and such other Persons as may be deemed in control of the
Purchaser pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act.


"Material Adverse Effect" means an event or combination of
events, which individually or in the aggregate, would reasonably be expected to
(w) adversely affect the legality, validity or enforceability of the Securities
or any of the Transaction Documents, (x) have or result in a material adverse
effect on the results of operations, assets, prospects, or condition (financial
or otherwise) of the Company and its subsidiaries, taken as a whole, (y)
adversely impair the Company's ability to perform fully on a timely basis its
obligations under any of the Transaction Documents or the transactions
contemplated thereby, or (z) materially and adversely affect the value of the
rights granted to the Purchaser in the Transaction Documents. 

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"Person" means any living person or any entity, such as, but
not necessarily limited to, a corporation, partnership or trust. 

"Principal Trading Market" means the Over the Counter Bulletin
Board or such other market on which the Common Stock is principally traded at
the relevant time. 

"Securities" means the Note, the Conversion Shares, the
Warrants and the Warrant Shares, and any shares of common stock of the Company
that may be issued to the Purchaser in connection with any other agreements
between the parties. 

"Shares" means the shares of representing any or all of the
Conversion Shares. 

"State of Incorporation" means Nevada. 

"Subsidiary" means any subsidiary of the Company. 

"Trading Day" means any day during which the Principal Trading
Market shall be open for business. 

"Transfer Agent" means, at any time, the transfer agent for the
Company's Common Stock. 

"Transaction Documents" means this Purchase Agreement and the
Note, and includes all ancillary documents referred to in those agreements. 

c.     Form of Payment;
Delivery of Certificates. 

(i)     The Purchaser shall pay the
Purchase Amount payable under the Note by delivering immediately available good
funds in United States Dollars to the Company on the applicable Closing Date.


(ii)     On the applicable Closing Date,
the Company shall deliver the Note duly executed on behalf of the Company to the
Purchaser. 

(iii)     By signing this Agreement, each
of the Purchaser and the Company agrees to all of the terms and conditions of
the Transaction Documents, all of the provisions of which are incorporated
herein by this reference as if set forth in full. 

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d.     Method of Payment.
Payment of the Purchase Amount shall be made by wire transfer of funds to:


Account Name: W.L. Macdonald
Law Corporation 
Account Address: BMO Bank of Montreal 
595 Burrard
Street, Vancouver, BC V7X1L7 
Institution #: 001

Branch/Transit: 00040 
Swift Code: BOFMCAM2 
Routing
#: CC000100040 
IMPORTANT: Please quote file reference
“Lithium
Exploration Group Ltd.”

2.     PURCHASER
REPRESENTATIONS, ETC.; ACCESS TO INFORMATION; INDEPENDENT
INVESTIGATION. 

The Purchaser represents and warrants to, and covenants and
agrees with, the Company as follows: 

a.     Without limiting Purchaser's right
to sell the Securities pursuant to an effective registration statement or
otherwise in compliance with the 1933 Act, the Purchaser is purchasing the
Securities for its own account for investment only and not with a view towards
the public sale or distribution thereof and not with a view to or for sale in
connection with any distribution thereof. 

b.     The Purchaser is (i) an
"accredited investor" as that term is defined in Rule 501 of the General Rules
and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced
in making investments of the kind described in this Agreement and the related
documents, (iii) able, by reason of the business and financial experience of its
officers (if an entity) and professional advisors (who are not affiliated with
or compensated in any way by the Company or any of its Affiliates or selling
agents), to protect its own interests in connection with the transactions
described in this Agreement, and the related documents, and to evaluate the
merits and risks of an investment in the Securities, and (iv) able to afford the
entire loss of its investment in the Securities. 

c.     All subsequent offers and sales of
the Securities by the Purchaser shall be made pursuant to registration of the
relevant Securities under the 1933 Act or pursuant to an exemption from
registration. 

d.     The Purchaser understands
that the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of the 1933 Act and state
securities laws and that the Company is relying upon the truth and accuracy of,
and the Purchaser's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of
the Purchaser to acquire the Securities. 

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e.     The Purchaser and its advisors, if
any, have been furnished with or have been given access to all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by
the Purchaser, including those set forth on i n any annex attached hereto. The
Purchaser and its advisors, if any, have been afforded the opportunity to ask
questions of the Company and its management and have received complete and
satisfactory answers to any such inquiries. Without limiting the generality of
the foregoing, the Purchaser has also had the opportunity to obtain and to
review the Company's filings on EDGAR (collectively, the "Company's SEC
Documents"). 

f.     The Purchaser understands
that its investment in the Securities involves a high degree of risk. 

g.     The Purchaser hereby represents
that, in connection with its purchase of the Securities, it has not relied on
any statement or representation by the Company or any of its officers, directors
and employees or any of their respective attorneys or agents, except as
specifically set forth herein. 

h.     The Purchaser understands
that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of
the Securities. 

i.     This Agreement and the other
Transaction Documents to which the Purchaser is a party, and the transactions
contemplated thereby, have been duly and validly authorized, executed and
delivered on behalf of the Purchaser and are valid and binding agreements of the
Purchaser enforceable in accordance with their respective terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium and other similar laws affecting the enforcement of creditors' rights
generally. 

3.     COMPANY
REPRESENTATIONS, ETC. The Company represents and warrants to the Purchaser
as of the date hereof and as of the Closing Date. 

a.     Rights of Others
Affecting the Transactions. There are no preemptive rights of any
shareholder of the Company, as such, to acquire the Note, or any shares of the
Company's common stock that may be issued to the Purchaser in connection with
any other agreements between the parties, in the event such shares are issued.
No party other than a Purchaser has a currently exercisable right of first
refusal which would be applicable to any or all of the transactions contemplated
by the Transaction Documents. 

b.     Status. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Incorporation and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
The Company is duly qualified as a foreign corporation to do business and is in
good standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have or result in a
Material Adverse Effect. The Company has registered its stock and is obligated
to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"). The Common Stock is, or immediately following
the Closing Date will be, quoted on the Principal Trading Market. The Company
has received no notice, either oral or written, with respect to the continued
eligibility of the Common Stock for such quotation on the Principal Trading
Market, and the Company has maintained all requirements on its part for the
continuation of such quotation. 

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c.     Authorized
Shares. 

(i)     The authorized capital stock of the
Company consists of 2 , 0 00,000,000 shares of Common Stock, $0.001 par value.


(ii)     The Company has sufficient
authorized and unissued shares of Common Stock as may be necessary to effect the
issuance of the Shares on the Closing Date. 

(iii)     As of the Closing Date, the
Shares shall have been duly authorized by all necessary corporate action on the
part of the Company, and, when issued pursuant to the relevant provisions of the
Transaction Documents, in each case in accordance with their respective terms,
will be duly and validly issued, fully paid and non-assessable and will not
subject the Holder thereof to personal liability by reason of being such Holder.


d.     Transaction
Documents and Stock. This Agreement and each of the other Transaction
Documents, and the transactions contemplated thereby, have been duly and validly
authorized by the Company, this Agreement has been duly executed and delivered
by the Company and this Agreement is, and the Note and each of the other
Transaction Documents, when executed and delivered by the Company, will be,
valid and binding agreements of the Company enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium, and other similar laws affecting the
enforcement of creditors' rights generally. 

e.     Non-contravention.
The execution and delivery of this Agreement and each of the other
Transaction Documents by the Company, the issuance of the Securities, and the
consummation by the Company of the other transactions contemplated by this
Agreement, each of the Notes and the other Transaction Documents do not and will
not conflict with or result in a breach by the Company of any of the terms or
provisions of, or constitute a default under (i) the certificate of
incorporation or by-laws of the Company, each as currently in effect, (ii) any
indenture, mortgage, deed of trust, or other material agreement or instrument to
which the Company is a party or by which it or any of its properties or assets
are bound, including any listing agreement for the Common Stock except as herein
set forth, or (ii i) to its knowledge, any existing applicable law, rule, or
regulation or any applicable decree, judgment, or order of any court, United
States federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over the Company or any of its properties
or assets, except such conflict, breach or default which would not have or
result in a Material Adverse Effect. 

f.     Approvals. No
authorization, approval or consent of any court, governmental body, regulatory
agency, self-regulatory organization, or stock exchange or market or the shareholders of the Company is required to be obtained by
the Company for the issuance and sale of the Securities to the Purchaser as
contemplated by this Agreement, except such authorizations, approvals and
consents that have been obtained. 

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g.     Filings. None
of the Company's SEC Documents contained, at the time they were filed, any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements made therein
in light of the circumstances under which they were made, not misleading. 

h.     Absence of Certain
Changes. Since the Last Audited Date, there has been no material adverse
change and no Material Adverse Effect, except as disclosed in the Company's SEC
Documents. Since the Last Audited Date, except as provided in the Company's SEC
Documents, the Company has not (i) incurred or become subject to any material
liabilities (absolute or contingent) except liabilities incurred in the ordinary
course of business consistent with past practices; (ii) discharged or satisfied
any material lien or encumbrance or paid any material obligation or liability
(absolute or contingent), other than current liabilities paid in the ordinary
course of business consistent with past practices; (iii) declared or made any
payment or distribution of cash or other property to shareholders with respect
to its capital stock, or purchased or redeemed, or made any agreements to
purchase or redeem, any shares of its capital stock; (iv) sold, assigned or
transferred any other tangible assets, or canceled any debts owed to the Company
by any third party or claims of the Company against any third party, except in
the ordinary course of business consistent with past practices; (v) waived any
rights of material value, whether or not in the ordinary course of business, or
suffered the loss of any material amount of existing business; (vi) made any
increases in employee compensation, except in the ordinary course of business
consistent with past practices; or experienced any material problems with labor
or management in connection with the terms and conditions of their employment.


i.     Full Disclosure.
To the best of the Company's knowledge, there is no fact known to the
Company (other than general economic conditions known to the public generally or
as disclosed in the Company's SEC Documents) that has not been disclosed in
writing to the Purchaser that would reasonably be expected to have or result in
a Material Adverse Effect. 

j.     Absence of Litigation. Except
as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board or body pending or, to the
knowledge of the Company, threatened against or affecting the Company before or
by any governmental authority or nongovernmental department, commission, board,
bureau, agency or instrumentality or any other person, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or which would
adversely affect the validity or enforceability of, or the authority or ability
of the Company to perform its obligations under, any of the Transaction
Documents. The Company is not aware of any valid basis for any such claim that
(either individually or in the aggregate with all other such events and
circumstances) could reasonably be expected to have a Material Adverse Effect.
There are no outstanding or unsatisfied judgments, orders, decrees, writs,
injunctions or stipulations to which the Company is a party or by which it or
any of its properties is bound, that involve the transaction contemplated herein
or that, alone or i n the aggregate, could reasonably be expect to have a
Material Adverse Effect. 

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k.     Absence of Events of
Default. Except as set forth in Section 3(e) and 3(g) hereof, (i) neither
the Company nor any of its subsidiaries is in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any material indenture, mortgage, deed of trust or other material
agreement to which it is a party or by which its property is bound, and (ii) no
Event of Default (or its equivalent term), as defined in the respective
agreement to which the Company or its subsidiary is a party, and no event which,
with the giving of notice or the passage of time or both, would become an Event
of Default (or its equivalent term) (as so defined in such agreement), has
occurred and is continuing, which would have a Material Adverse Effect. 

I.     No Undisclosed Liabilities
or Events. To the best of the Company's knowledge, the Company has no
liabilities or obligations other than those disclosed in the Transaction
Documents or the Company's SEC Documents or those incurred in the ordinary
course of the Company's business since the Last Audited Date, or which
individually or in the aggregate, do not or would not have a Material Adverse
Effect. No event or circumstances has occurred or exists with respect to the
Company or its properties, business, operations, condition (financial or
otherwise), or results of operations, which, under applicable law, rule or
regulation, requires public disclosure or announcement prior to the date hereof
by the Company but which has not been so publicly announced or disclosed. There
are no proposals currently under consideration or currently anticipated to be
under consideration by the Board of Directors or the executive officers of the
Company which proposal would (x) change the articles or certificate of
incorporation or other charter document or by-laws of the Company, each as
currently in effect, with or without shareholder approval, which change would
reduce or otherwise adversely affect the rights and powers of the shareholders
of the Common Stock or (y) materially or substantially change the business,
assets or capital of the Company, including its interests in subsidiaries. 

m.     No Integrated
Offering. Neither the Company nor any of its Affiliates nor any Person
acting on its or their behalf has, directly or indirectly, at any time since December 31, 2007, made any offer or sales of any security or solicited
any offers to buy any security under circumstances that would eliminate the
availability of the exemption from registration under Regulation D in connection
with the offer and sale of the Securities as contemplated hereby. 

n.     Dilution. Any
shares of the Company's common stock issued to the Purchaser in connection with
any agreements between the parties hereto, in the event such shares are issued
may have a dilutive effect on the ownership interests of the other shareholders
(and Persons having the right to become shareholders) of the Company. The
Company's executive officers and directors have studied and fully understand the
nature of the Securities being sold hereby and recognize that they have such a
potential dilutive effect. The board of directors of the Company has concluded,
in its good faith business judgment that such issuance is in the best interests
of the Company. 

o.     Confirmation.
The Company confirms that all statements of the Company contained herein
shall survive acceptance of this Agreement by the Purchaser. The Company agrees
that, if any events occur or circumstances exist prior to the Closing Date or
the release of the Purchase Amount to the Company which would make any of the
Company's representations, warranties, agreements or other information set forth
herein materially untrue or materially inaccurate as of such date, the Company
shall immediately notify the Purchaser (directly or through its counsel, if any)
in writing prior to such date of such fact, specifying which representation,
warranty or covenant is affected and the reasons therefor. 





p.     Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations thereunder. The
execution and delivery of each of the Transaction Documents by the Company and
the consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company in connection therewith. Each Transaction
Agreement has been (or upon delivery will have been) duly executed by the
Company and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Company enforceable against the Company
i n accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies. 

q.     SEC Reports;
Financial Statements. Other than as previously disclosed to the Purchaser,
the Company has filed all reports required to be filed by it under the Exchange
Act, including pursuant to Section l 3(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by
law to file such material) (the foregoing materials, including the exhibits
thereto, being collectively referred to herein as the "SEC Reports") on a timely
basis or has received a valid extension of such time of filing and has filed any
such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
promulgated thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements of the Company comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods involved ("GAAP"), except as may be otherwise specified in such
financial statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments. 

r.     Sarbanes-Oxley;
Internal Accounting Controls. Except as disclosed in the SEC Reports, the
Company is in material compliance with all provisions of the Sarbanes-Oxley Act
of 2002 which are applicable to it as of the Closing Date. The Company and the
Subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company, including its Subsidiaries, is made known to the certifying
officers by others within those entities, particularly during the period in
which the Company's most recently filed periodic report under the Exchange Act,
as the case may be, is being prepared. The Company's certifying officers have
evaluated the effectiveness of the Company's controls and procedures as of the
date prior to the filing date of the most recently filed periodic report under
the Exchange Act (such date, the "Evaluation Date"). The Company presented in
its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company's
internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that
could significantly affect the Company's internal controls. 





s.     Tax Status. Except for
matters that would not, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect, the Company and each Subsidiary
has filed all necessary federal, state and foreign income and franchise tax
returns and has paid or accrued all taxes shown as due thereon, and the Company
has no knowledge of a tax deficiency which has been asserted or threatened
against the Company or any Subsidiary, has no knowledge of a tax deficiency
which has been asserted or threatened against the Company or any Subsidiary.


t.     No Disagreements with Accountants
and Lawyers. There are no disagreements of any kind presently existing, or
reasonably anticipated by the Company to arise, between the accountants and
lawyers formerly or presently employed by the Company and the Company is current
with respect to any fees owed to its accountants and lawyers. By making this
representation the Company does not, in any manner, waive the attorney/client
privilege or the confidentiality of the communications between the Company and
its lawyers. 

4.     CERTAIN COVENANTS
AND ACKNOWLEDGMENTS. 

a.     Transfer
Restrictions. The Purchaser acknowledges that (I ) the Securities have not
been and are not being registered under the provisions of the 1933 Act and, the
Shares have not been and are not being registered under the 1933 Act, and may
not be transferred unless (A) subsequently registered thereunder or (B) the
Purchaser shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; (2) any sale of the Securities made in
reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may be made
only in accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such Securities under circumstances in which the
seller, or the Person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other Person is under any
obligation to register the Securities under the 1933 Act or to comply with the
terms and conditions of any exemption thereunder. b. Restrictive Legend.
The Purchaser acknowledges and agrees that the certificates and other
instruments representing any of the Securities shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of any such Securities): 




"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." 

c.     Filings. The Company
undertakes and agrees to make all necessary filings in connection with the sale
of the Securities to the Purchaser under any United States laws and regulations
applicable to the Company, or by any domestic securities exchange or trading
market, and to provide a copy thereof to the Purchaser promptly after such fi
ling. 

d.     Reporting Status. So long as
the Purchaser beneficially owns any of the Securities, the Company shall file
all reports required to be filed with the SEC pursuant to Section 13 or l 5(d)
of the 1934 Act, shall take all reasonable action under its control to ensure
that adequate current public information with respect to the Company, as
required in accordance with Rule 144(c)(2) of the 1933 Act, is publicly
available, and shall not terminate its status as an issuer required to fi le
reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would permit such termination. The Company will take all reasonable
action under its control to maintain the continued listing and quotation and
trading of its Common Stock on the Principal Trading Market or a listing on the
NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will
comply in all material respects with the Company's reporting, filing and other
obligations under the by-laws or rules of the Principal Trading Market and/or
the National Association of Securities Dealers, Inc., as the case may be,
applicable to it for so long as the Purchaser beneficially owns any of the
Securities. 

e.     Use of Proceeds. The Company
will use the proceeds received hereunder (excluding amounts paid by the Company
for legal fees in connection with the sale of the Securities) for working
capital. 

f.     Publicity, Filings, Releases,
Etc. Each of the parties agrees that it will not disseminate any information
relating to the Transaction Documents or the transactions contemplated thereby,
including issuing any press releases, holding any press conferences or other
forums, or filing any reports (collectively, "Publicity"), without giving the
other party reasonable advance notice and an opportunity to comment on the
contents thereof. Neither party will include in any such Publicity any statement
or statements or other material to which the other party reasonably objects,
unless i n the reasonable opinion of counsel to the party proposing such
statement, such statement is legally required to be included. In furtherance of
the foregoing, the Company will provide to the Purchaser drafts of the
applicable text of the first filing of a Current Report on Form 8-K or a
Quarterly or Annual Report on Form 10-Q or 10-K intended to be made with the SEC
which refers to the Transaction Documents or the transactions contemplated
thereby as soon as practicable (but at least two (2) Trading Days before such
filing will be made) will not include in such filing any statement or statements
or other material to which the other party reasonably objects, unless in the
reasonable opinion of counsel to the party proposing such statement, such
statement is legally required to be included. Notwithstanding the foregoing,
each of the parties hereby consents to the inclusion of the text of the
Transaction Documents in filings made with the SEC as well as any descriptive
text accompanying or part of such filing which is accurate and
reasonably determined by the Company's counsel to be legally required.
Notwithstanding, but subject to, the foregoing provisions of this Section 4(i),
the Company will, after the Closing Date, promptly file a Current Report on Form
8-K or, if appropriate, a quarterly or annual report on the appropriate form,
referring to the transactions contemplated by the Transaction Documents. 





5.     TRANSFER AGENT
INSTRUCTIONS. 

a.     The Company warrants
that, with respect to the Securities, other than the stop transfer instructions
to give effect to Section 4(a) hereof, it will give its transfer agent no
instructions inconsistent with instructions to issue the Shares to the Holder as
contemplated in the Transaction Documents. Nothing in this Section shall affect
i n any way the Purchaser's obligations and agreement to comply with all
applicable securities laws upon resale of the Securities. If the Purchaser
provides the Company with an opinion of counsel reasonably satisfactory to the
Company that registration of a resale by the Purchaser of any of the Securities
in accordance with clause ( 1)(B) of Section 4(a) of this Agreement is not
required under the 1933 Act, the Company shall (except as provided in clause (2)
of Section 4(a) of this Agreement) permit the transfer or issue of the Shares
represented by one or more certificates for Common Stock without legend (or
where applicable, by electronic registration) in such name and in such
denominations as specified by the Purchaser. 

b.     The Company will
authorize the Transfer Agent to give information relating to the Company
directly to the Holder or the Holder's representatives upon the request of the
Holder or any such representative, to the extent such information relates to (i)
the status of shares of Common Stock issued or claimed to be issued to the
Holder in connection with a Notice of Exercise, or (ii) the aggregate number of
outstanding shares of Common Stock of all shareholders (as a group, and not
individually) as of a current or other specified date. At the request of the
Holder, the Company will provide the Holder with a copy of the authorization so
given to the Transfer Agent. 

6.     CLOSING DATE.


a.     The respective Closing
Date shall occur as indicated in Section 1(a)(1) after each of the conditions
contemplated by Sections 7 and 8 hereof shall have either been satisfied or been
waived by the party in whose favor such conditions run. 

b.     The closing of the
Transactions shall occur on the respective Closing Date at the offices of the
Purchaser and shall take place no later than 3:00 P.M., PST, on such day or such
other time as is mutually agreed upon by the Company and the Purchaser. 

7.     CONDITIONS TO THE COMPANY'S
OBLIGATION TO SELL. 

The Purchaser understands that the Company's obligation to sell
the Note to the Purchaser pursuant to this Agreement on the Closing Date is
conditioned upon: 

	 	a. 	
      The execution and delivery of this Agreement by the
      Purchaser; and

	 	 	 
	 	b. 	
      Delivery by the Purchaser to the Company of good funds as
      payment in full of an amount equal to the Purchase Amount in accordance
      with this Agreement;








	 	c. 	
      The accuracy on such Closing Date of the representations
      and warranties of the Purchaser contained in this Agreement, each as if
      made on such date, and the performance by the Purchaser on or before such
      date of all covenants and agreements of the Purchaser by the Purchaser
      required to be performed on or before such date; and

	 	 	 
	 	d. 	
      There shall not be in effect any law, rule or regulation
      prohibiting or restricting the transactions contemplated hereby, or
      requiring any consent or approval which shall not have been
    obtained.







8.     CONDITIONS TO THE
PURCHASER’S OBLIGATION TO PURCHASE 

The Company understands that the Purchaser's obligation to
purchase any Notes and its acceptance of any shares of the Company's common
stock that may be issued in connection with any agreements between the parties
hereto on a Closing Date is conditioned upon: 

a.     The execution and delivery of this
Agreement and the other Transaction Documents by the Company; 

b.     Delivery by the Company to
the Purchaser of the Note in accordance with this Agreement or any other
agreements between the parties; 

c.     The accuracy in all material
respects on the Closing Date of the representations and warranties of the
Company contained in this Agreement, each as if made on such date, and the
performance by the Company on or before such date of all covenants and
agreements of the Company required to be performed on or before such date; 

d.     The Company must be current
with all required Exchange Act filings. 

e.     There shall not be in effect
any law, rule or regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which shall not have
been obtained; and 

f.     From and after the date
hereof to and including the Closing Date, each of the following conditions will
remain in effect: (i) the trading of the Common Stock shall not have been
suspended by the SEC or on the Principal Trading Market; (ii) trading in
securities generally on the Principal Trading Market shall not have been
suspended or limited; (iii ) no minim um prices shall been established for
securities traded on the Principal Trading Market; and (iv) there shall not have
been any Material Adverse Effect in regards to the Company. 

9.     INDEMNIFICATION AND
REIMBURSEMENT. 

a.     (i)     The
Company agrees to indemnify and hold harmless the Purchaser and its officers,
directors, employees, and agents, and each Purchaser Control Person from and
against any losses, claims, damages, liabilities or expenses incurred
(collectively, "Damages"), joint or several, and any action in respect thereof
to which the Purchaser, its partners, Affiliates, officers, directors,
employees, and duly authorized agents, and any such Purchaser Control Person
becomes subject to, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of Company contained in this Agreement, as
such Damages are incurred, except to the extent such Damages result primarily
from Purchaser's failure to perform any covenant or agreement contained in this
Agreement or the Purchaser's or its officer's, director's, employee's, agent's
or Purchaser Control Person's negligence, recklessness or bad faith in
performing its obligations under this Agreement. 

       (ii)     The
Company hereby agrees that, if the Purchaser, other than by reason of its
negligence, illegal or willful misconduct (in each case, as determined by a non-
appealable judgment to such effect), (x) becomes involved in any capacity in any
action, proceeding or investigation brought by any shareholder of the Company,
in connection with or as a result of the consummation of the transactions
contemplated by this Agreement or the other Transaction Documents, or if the
Purchaser is impleaded in any such action, proceeding or investigation by any
Person, or (y) becomes involved in any capacity in any action, proceeding or
investigation brought by the SEC, any self-regulatory organization or other body
having jurisdiction, against or involving the Company or in connection with or
as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction
Documents, or (z) is impleaded in any such action, proceeding or investigation
by any Person, then in any such case, the Company shall indemnify, defend and
hold harmless the Purchaser from and against and in respect of all losses,
claims, liabilities, damages or expenses resulting from, imposed upon or
incurred by the Purchaser, directly or indirectly, and reimburse such Purchaser
for its reasonable legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith, as such
expenses are incurred. The indemnification and reimbursement obligations of the
Company under this paragraph shall be in addition to any liability which the
Company may otherwise have, shall extend upon the same terms and conditions to
any Affiliates of the Purchaser who are actually named in such action,
proceeding or investigation, and partners, directors, agents, employees and
Purchaser Control Persons (if any), as the case may be, of the Purchaser and any
such Affiliate, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, the
Purchaser, any such Affiliate and any such Person. The Company also agrees that
neither the Purchaser nor any such Affiliate, partner, director, agent, employee
or Purchaser Control Person shall have any liability to the Company or any
Person asserting claims on behalf of or in right of the Company in connection
with or as a result of the consummation of this Agreement or the other
Transaction Documents, except as may be expressly and specifically provided in
or contemplated by this Agreement. 





b.     All claims for indemnification by
any Indemnified Party (as defined below) under this Section shall be asserted
and resolved as follows: 

(i)     In the event any claim or demand in
respect of which any Person claiming indemnification under any provision of this
Section (an "Indemnified Party") might seek indemnity under paragraph (a) of
this Section is asserted against or sought to be collected from such Indemnified
Party by a Person other than a party hereto or an Affiliate thereof (a "Third
Party Claim"), the Indemnified Party shall deliver a written notification,
enclosing a copy of all papers served, if any, and specifying the nature of and
basis for such Third Party Claim and for the Indemnified Party's claim for
indemnification that is being asserted under any provision of this Section
against any Person (the "Indemnifying Party"), together with the amount or, if
not then reasonably ascertainable, the estimated amount, determined in good
faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness
to the Indemnifying Party. If the Indemnified Party fails to provide the Claim
Notice with reasonable promptness after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party shall not be obligated to
indemnify the Indemnified Party with respect to such Third Party Claim to the
extent that the Indemnifying Party's ability to defend has been prejudiced by
such failure of the Indemnified Party. The Indemnifying Party shall notify the
Indemnified Party as soon as practicable within the period ending thirty (30)
calendar days following receipt by the Indemnifying Party of either a Claim
Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether
the Indemnifying Party disputes its liability or the amount of its liability to
the Indemnified Party under this Section and whether the Indemnifying Party
desires, at its sole cost and expense, to defend the Indemnified Party against
such Third Party Claim. The following provisions shall also apply. 

(ii)     If the Indemnifying Party notifies
the Indemnified Party within the Dispute Period that the Indemnifying Party
desires to defend the Indemnified Party with respect to the Third Party Claim
pursuant to this paragraph (b) of this Section, then the Indemnifying Party
shall have the right to defend, with counsel reasonably satisfactory to the
Indemnified Party, at the sole cost and expense of the Indemnifying Party, such
Third Party Claim by all appropriate proceedings, which proceedings shall be
vigorously and diligently prosecuted by the Indemnifying Party to a final
conclusion or will be settled at the discretion of the Indemnifying Party (but
only with the consent of the Indemnified Party in the case of any settlement
that provides for any relief other than the payment of monetary damages or that
provides for the payment of monetary damages as to which the Indemnified Party
shall not be indemnified in full pursuant to paragraph (a) of this Section). The
Indemnifying Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that
the Indemnified Party may, at the sole cost and expense of the Indemnified
Party, at any time prior to the Indemnifying Party's delivery of the notice
referred to in the first sentence of this subparagraph (x), file any motion,
answer or other pleadings or take any other action that the Indemnified Party
reasonably believes to be necessary or appropriate protect its interests; and
provided further, that if requested by the Indemnifying Party, the Indemnified
Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party
Claim that the Indemnifying Party elects to contest. The Indemnified Party may
participate in, but not control, any defense or settlement of any Third Party
Claim controlled by the Indemnifying Party pursuant to this subparagraph (x),
and except as provided in the preceding sentence, the Indemnified Party shall
bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoing, the Indemnified Party may take over the control
of the defense or settlement of a Third Party Claim at any time if it
irrevocably waives its right to indemnity under paragraph (a) of this Section
with respect to such Third Party Claim. 





(iii)     If the Indemnifying Party fails
to notify the Indemnified Party within the Dispute Period that the Indemnifying
Party desires to defend the Third Party Claim pursuant to paragraph (b) of this
Section, or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the
Indemnifying Party fails to give any notice whatsoever within the Dispute
Period, then the Indemnified Party shall have the right to defend, at the sole
cost and expense of the Indemnifying Party, the Third Party Claim by all
appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at
the discretion of the Indemnified Party (with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party
will have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that if requested by the Indemnified
Party, the Indemnifying Party will, at the sole cost and expense of the
Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is
contesting. Notwithstanding the foregoing provisions of this subparagraph (y),
if the Indemnifying Party has notified the Indemnified Party within the Dispute
Period that the Indemnifying Party disputes its liability or the amount of its
liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in subparagraph (z)
below, the Indemnifying Party will not be required to bear the costs and
expenses of the Indemnified Party's defense pursuant to this subparagraph (y) or
of the Indemnifying Party's participation therein at the Indemnified Party's
request, and the Indemnified Party shall reimburse the Indemnifying Party in
full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation. The Indemnifying Party may participate in, but
not control, any defense or settlement controlled by the Indemnified Party
pursuant to this subparagraph (y), and the Indemnifying Party shall bear its own
costs and expenses with respect to such participation. 





(iv)     If the Indemnifying Party notifies
the Indemnified Party that it does not dispute its liability or the amount of
its liability to the Indemnified Party with respect to the Third Party Claim
under paragraph (a) of this Section or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes its liability
or the amount of its liability to the Indemnified Party with respect to such
Third Party Claim, the amount of Damages specified in the Claim Notice shall be
conclusively deemed a liability of the Indemnifying Party under paragraph (a) of
this Section and the Indemnifying Party shall pay the amount of such Damages to
the Indemnified Party on demand. If the Indemnifying Party has timely disputed
its liability or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to
negotiate a resolution of such dispute; provided, however, that if the dispute
is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


(v)     In the event any Indemnified Party
should have a claim under paragraph (a) of this Section against the Indemnifying
Party that does not involve a Third Party Claim, the Indemnified Party shall
deliver a written notification of a claim for indemnity under paragraph (a) of
this Section specifying the nature of and basis for such claim, together with
the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an "Indemnity Notice") with reasonable
promptness to the Indemnifying Party. The failure by any Indemnified Party to
give the Indemnity Notice shall not impair such party's rights hereunder except
to the extent that the Indemnifying Party demonstrates that it has been
irreparably prejudiced thereby. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim or the amount of the claim
described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or
the amount of the claim described in such Indemnity Notice, the amount of
Damages specified in the Indemnity Notice will be conclusively deemed a
liability of the Indemnifying Party under paragraph (a) of this Section and the
Indemnifying Party shall pay the amount of such Damages to the Indemnified Party
on demand. If the Indemnifying Party has timely disputed its liability or the
amount of its liability with respect to such claim, the Indemnifying Party and
the Indemnified Party shall proceed in good faith to negotiate a resolution of
such dispute; provided, however, that it the dispute is not resolved within
thirty (30) days after the Claim Notice, the Indemnifying Party shall be
entitled to institute such legal action as it deems appropriate. 

c.     The indemnity agreements contained
herein shall be in addition to (i) any cause of action or similar rights of the
indemnified party against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to. 




10.     JURY TRIAL WAIVER.
The Company and the Purchaser hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the Parties hereto against the
other in respect of any matter arising out or in connection with the Transaction
Documents. 

11.     GOVERNING LAW:
MISCELLANEOUS. 

a.     (i)     This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Nevada for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the conflict of laws.
Each of the parties consents to the exclusive jurisdiction of the federal courts
whose districts encompass any part of the state courts of the State of Nevada as
in connection with any dispute arising under this Agreement or any of the other
Transaction Documents and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions or to any claim that
such venue of the suit, action or proceeding is improper. To the extent
determined by such court, the Company shall reimburse the Purchaser for any
reasonable legal fees and disbursements incurred by the Purchaser in enforcement
of or protection of any of its rights under any of the Transaction Documents.
Nothing in this Section shall affect or limit any right to serve process in any
other manner permitted by law. 

      (ii)     The
Company and the Purchaser acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement or the other
Transaction Documents were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Agreement and the other Transaction Documents and to enforce
specifically the terms and provisions hereof and thereof, this being in addition
to any other remedy to which any of them may be entitled by law or equity. 

b.     Failure of any party to exercise any
right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof. 

c.     This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto. 

d.     All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require. 

e.     An e m a i l of this signed
Agreement shall be legal and binding on all parties hereto. 

f.     This Agreement may be signed
in one or more counterparts, each of which shall be deemed an original. 

g.     The headings of this Agreement are
for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. 




h.     If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction. 

i.     This Agreement may be amended only
by an instrument in writing signed by the party to be charged with enforcement
thereof. 

j.     This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof. 

13.     NOTICES. Any notice required
or permitted hereunder shall be given in writing (unless otherwise specified
herein) and shall be deemed effectively given on the earliest of 

(a)     the date delivered, if delivered by
personal delivery as against written receipt therefor or by confirmed email,


(b)     the fifth Trading Day after
deposit, postage prepaid, in the United States Postal Service by registered or
certified mail, or 

(c)     the third Trading Day after mailing
by domestic or international express courier, with delivery costs and fees
prepaid, 

in each case, addressed to each of the other parties thereunto
entitled at the following addresses (or at such other addresses as such party
may designate by ten (10) days' advance written notice similarly given to each
of the other parties hereto): 

	COMPANY: 	Lithium Exploration Group Inc. 
	  	3200 N Hayden Road, Suite 235 
	  	Scottsdale, AZ 85251 
	  	Attn: Alex Walsh 
	  	  
	PURCHASER: 	VES Investment Trust 
	  	Attn: Victor Sandor 
	  	Telephone No.: 201-960-0918



14.     SURVIVAL OF REPRESENTATIONS AND
WARRANTIES. The Company's and the Purchaser's representations and warranties
herein shall survive the execution and delivery of this Agreement and the
delivery of the Certificates and the payment of the Purchase Amount, and shall
inure to the benefit of the Purchaser and the Company and their respective
successors and assigns. 

[Balance of page intentionally left blank] 




IN WITNESS WHEREOF, this Agreement has been duly
executed by the Purchaser and the Company as of the date set first above
written. 

VES Investment Trust 

___________________________
Name: Victor Sandor 
Title:
Trustee 

LITHIUM EXPLORATION GROUP, INC. 

	By: 	 	 
	(Signature of Authorized Person) 	 
	  	 
	  	 
	Alexander Walsh, Chief Executive Officer