Exhibit 10.1



                          EXPLORATION EARN-IN AGREEMENT

                                 DATED EFFECTIVE

                                FEBRUARY 10, 2016

                                     BETWEEN

                                  LITHIUM CORP.

                                       AND

                                1032701 B.C. LTD.

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1.    REQUIRED APPROVALS...................................................  1

      1.1      Stock Exchange Approval.....................................  1
      1.2      Assistance..................................................  1
      1.3      Exclusivity.................................................  2

2.    LOCATION OF CLAIMS AND GRANT OF EXPLORATION, DEVELOPMENT AND
      EARN IN RIGHTS.......................................................  2

      2.1      Property....................................................  2
      2.2      Grant of Earn-In Right......................................  2
      2.3      Timing, Manner, Nature and Extent of Activities at
               Manager's Discretion........................................  4
      2.4      Execution of Agreement......................................  4

3.    ACQUISITION AND TRANSFER OF INTEREST AND NSR.........................  4

      3.1      Completion of Initial Earn-In Option........................  4
      3.2      Nevada Subsidiary...........................................  5
      3.3      Formation of Jointly Owned Company..........................  5
      3.4      Net Smelter Return..........................................  5
      3.5      NSR Buy-Back................................................  5
      3.6      NSR Transfer................................................  6

4.    REPRESENTATION, WARRANTIES, COVENANTS AND CONDITIONS.................  6

      4.1      Representations of Lithium..................................  6
      4.2      Representations of Purchaser................................  8
      4.4      Mutual Conditions...........................................  9
      4.5      Conditions of Purchaser..................................... 10
      4.5      Conditions of Lithium....................................... 10

5.    TERMINATION OF AGREEMENT............................................. 10

      5.1      Termination by Purchaser.................................... 10
      5.2      Default by Purchaser........................................ 11

6.    PARTICIPATION FOLLOWING EARN-IN...................................... 11

      6.1      Participation in Expenditures............................... 11
      6.2      Dilution.................................................... 12
      6.3      Joint Venture Manager....................................... 12
      6.4      Annual Programs and Budgets................................. 12
      6.5      Management Committee........................................ 12
      6.6      Mine Construction........................................... 12
      6.7      Data........................................................ 12
      6.8      Contribution................................................ 12
      6.9      Minority Party Review of Annual Programs and Budgets........ 12
      6.10     Tax Partnership Option...................................... 13

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7.    OPERATIONS DURING EARN-IN PERIOD..................................... 13

      7.1      Operations.................................................. 13
      7.2      Exploration and Development Decisions....................... 13
      7.3      Compliance with Laws During Earn-In Period.................. 13
      7.4      Timely Payment.............................................. 13
      7.5      Claim Rights................................................ 13
      7.6      Data........................................................ 14
      7.7      Right to Visit Property..................................... 14
      7.8      Title to the Property; Liens................................ 14
      7.9      Reclamation Bonds........................................... 14
      7.10     Standard of Care............................................ 15

8.    FORCE MAJEURE........................................................ 15

9.    AREA OF INTEREST..................................................... 15

      9.1      Area of Interest............................................ 15
      9.2      Property Acquisition Procedures............................. 15
      9.3      Property Acquisition Costs.................................. 16
      9.4      Additional Interests........................................ 16
      9.5      Acquisition and Quitclaim of Property Interests............. 16
      9.6      After-Acquired Interest Within Area of Interest............. 16

10.   ASSIGNMENT........................................................... 16

      10.1     Assignment by Purchaser..................................... 16

11.   INDEMNIFICATION...................................................... 17

      11.1     Indemnification by Purchaser................................ 17
      11.2     Indemnification by Lithium.................................. 17
      11.3     Indemnification Procedures.................................. 18

12.   CONFIDENTIALITY...................................................... 19

      12.1     Confidentiality............................................. 19
      12.2     Disclosure.................................................. 19
      12.3     Own Analysis................................................ 19

13.   ENTIRE AGREEMENT..................................................... 19

14.   DISPUTE RESOLUTION................................................... 19

15.   GENERAL.............................................................. 20

      15.1     Notice...................................................... 20
      15.2     Further Assurances.......................................... 21
      15.3     Counterparts................................................ 21
      15.4     US Dollars.................................................. 21
      15.5     Governing Law............................................... 21
      15.6     Third Party Beneficiaries................................... 21
      15.7     Severability................................................ 21
      15.8     No Implied Covenants........................................ 22

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      15.9     Amendment................................................... 22
      15.10    Corporate Opportunity....................................... 22
      15.11    Rule Against Perpetuities................................... 22
      15.12    No Partnership.............................................. 23

                                    EXHIBITS

Exhibit A    -    Claims

Exhibit B    -    Definitions

Exhibit C    -    Net Smelter Returns Royalty

Exhibit D    -    Area of Interest

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                          EXPLORATION EARN-IN AGREEMENT

THIS EXPLORATION  EARN-IN  AGREEMENT (the  "Agreement") is made and entered into
effective as of February 10, 2016 (the "Agreement Date"), by and between LITHIUM
CORP. ("Lithium"), a Nevada corporation,  whose address is 1031 Railroad Street,
Ste  102B,  Elko,   Nevada,   89801,   United  States  and  1032701  B.C.  LTD.,
("Purchaser"), a British Columbia corporation, whose address is 885 West Georgia
Street, Suite 900, Vancouver, British Columbia, V6C 3H1.

                                    RECITALS

A. Lithium is the owner of exploration data, and has properly located and timely
filed the location  certificates  and  required  maps for twenty six existing 80
acre unpatented association placer claims covering a total of approximately 2080
acres and seventy two newly staked 80 acre unpatented  association placer claims
covering  approximately  5760  acres  for a total of  approximately  7840  acres
(collectively,  the  "Claims")  all of which are  located in  Esmeralda  County,
Nevada.  The  Claims are listed on Exhibit A hereto and the Claims and the other
property  interests  and all other  assets  and  activities  within  the Area of
Interest  (as  defined in Section  9.1) form the Fish Lake Valley  project  (the
"Project").

B.  Lithium  desires to grant to and  Purchaser  desires to acquire,  during the
period commencing on the Effective Date (as such term is defined in Exhibit B to
this Agreement) and for so long  thereafter as this Agreement  remains in effect
(the "Earn-In Period"), the exclusive right to explore, evaluate and develop the
Project,  and to earn up to a 100%  undivided  interest in the Project,  and all
easements,  rights-of-way,  water rights, after-acquired property,  information,
data,  contract  rights  and other  real and  personal  property,  tangible  and
intangible,   associated   therewith   (collectively,   with  the  Project,  the
"Property"), pursuant to the terms and conditions of this Agreement.

                                    AGREEMENT

NOW,  THEREFORE,  for and in consideration of the Initial Payment (as defined in
Section  1.2(a)),  and other good and  valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged  and  confirmed,  and the mutual
promises,  covenants and conditions  herein  contained and recited,  Lithium and
Purchaser agree as follows:

1. REQUIRED APPROVALS

     1.1 Stock  Exchange  Approval The issuance of the  Consideration  Shares is
subject to the approval of the  Exchange,  and the  completion of a Going Public
Transaction.  Purchaser  shall use its best  efforts to complete a Going  Public
Transaction, and obtain the approval of the Exchange, on or before May 6, 2016.

     1.2  Assistance.  Either party will use  reasonable  commercial  efforts to
assist the party in obtaining  all approvals  required to be obtained,  and with
the completion and filing of all reports and documents  required to be completed
and filed, in respect of the transactions contemplated by this Agreement.

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     1.3 Exclusivity.  During the period  following  execution of this Agreement
until the  Effective  Date,  Lithium  agrees  not to,  directly  or  indirectly,
solicit,   initiate,   encourage,   conduct  or  engage  in  any  discussion  or
negotiations or enter into any agreement or  understanding  with any party other
than Purchaser regarding the sale,  transfer,  assignment,  encumbrance or other
disposition of any rights relating to the Property and the Project.

2. LOCATION OF CLAIMS AND GRANT OF EXPLORATION, DEVELOPMENT AND EARN IN RIGHTS

     2.1 Property. On or before the date of this Agreement, Lithium has properly
located  the  Claims,  timely  recorded  such  locations  in the  records of the
appropriate  county on twenty six of the  Claims,  and  timely  filed a location
certificate  and required maps in the  appropriate  office of the Bureau of Land
Management  for the same  twenty six  Claims.  Lithium  has  validly  staked the
remaining  Claims  comprising  the  Property,  and will use its best  efforts to
record those Claims with the Bureau of Land  Management as soon as is reasonably
practicable, subject to the Purchaser advancing sufficient funds to Lithium as a
retainer to cover the expenses associated with recording.

     2.2 Grant of Earn-In Right. As of the Effective Date, Lithium hereby grants
to Purchaser  the  exclusive  right,  for so long as this  Agreement  remains in
effect, (i) to enter upon the Property to explore, evaluate and develop and mine
the Property including the Claims, and (ii) to acquire, pursuant to two separate
earn-in options,  up to a 100% undivided  interest in the Property (the "Earn-In
Right"), as follows:

     (a)  INITIAL  EARN-IN  OPTION.  The  Purchaser  may  acquire an initial 80%
undivided  interest in the Property (the "Initial  Earn-In  Option") through the
payment  of an  aggregate  of  US$300,000  in cash (the  "Cash  Consideration"),
completing a Going Public  Transaction on or before the date which is sixty (60)
days from the Agreement  Date, and subject to the completion of the Going Public
Transaction,  arranging for the issuance of a total of 400,000  common shares in
the capital of the Resulting Issuer (the "Consideration Shares") as follows: (i)
within five Business Days following the Effective  Date, the Purchaser shall pay
to Lithium the amount of US$100,000 plus US$30,000 for  reimbursement of staking
and filing  preparation  of the new  claims,  and  arrange  for the  issuance to
Lithium of 200,000 Consideration Shares; (ii) on or before the first anniversary
of the Effective  Date,  Purchaser shall pay to Lithium the amount of US$100,000
and arrange for the issuance to Lithium of 100,000  Consideration  Shares; (iii)
on or before the second  anniversary of the Effective Date,  Purchaser shall pay
to Lithium  the amount of  US$100,000  and  arrange  for  issuance to Lithium of
100,000  Consideration  Shares;  and (iv)  payment by  Purchaser  of all amounts
required to keep the Claims in good standing including  reimbursement  costs for
Claim  fees  paid  for  the  current  assessment  year  and the  payment  of any
reclamation bond paid by Lithium and assigned to Purchaser.

     (b) In addition, to complete the Initial Earn-In Option and acquire its 80%
interest  in the  Property,  Purchaser  is required  to expend an  aggregate  of
US$1,100,000  (the "Aggregate  Work  Obligation") in Exploration and Development
Expenses (as defined in Exhibit B) as follows:

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      1st Agreement Year             US $200,000 Annual Work Commitment
      2nd Agreement Year             US $300,000 Annual Work Commitment
      3rd Agreement Year             US $600,000 Annual Work Commitment

"Agreement Year" means,  during the Earn-In Period,  each annual period with the
first  Agreement  Year  commencing on the Effective  Date and ending on the date
that is 12 months less one day from the Effective Date.

     (c) Any  Exploration  and  Development  Expenses  incurred by  Purchaser in
excess of the Annual Work Commitment  during any Agreement Year shall apply as a
credit toward the Annual Work  Commitment for the subsequent  Agreement  Year(s)
and toward the Aggregate Work Obligation.

     (d) If  Purchaser  fails to achieve the Annual Work  Commitment  during any
Agreement  Year, and if such failure is not excused by an Event of Force Majeure
(as defined in Section 7), then,  in order to keep this  Agreement in full force
and effect,  within 30 days after the end of such Agreement Year,  Purchaser may
elect to make a payment to Lithium  which  shall  equal the amount of the Annual
Work  Commitment for that Agreement Year less the  Exploration  and  Development
Expenses  actually  incurred by Purchaser  during that Agreement  Year. Any such
payment shall satisfy the Annual Work Commitment for the Agreement Year to which
the payment relates.

     (e) If for any reason it is  subsequently  determined  that the Annual Work
Commitment was not completed  during any Agreement Year,  then, in order to keep
its earn-in rights under this Agreement in good  standing,  Purchaser  shall pay
the amount of any  agreed-upon  deficiency  to Lithium  within 30 days after the
parties reach  agreement as to the amount of the  deficiency,  or as the parties
may otherwise agree.

     (f) The  Purchaser  may in its sole  discretion  accelerate  the  timing of
incurring  Exploration  and  Development  Expenses  to meet the  Aggregate  Work
Obligation  and may exercise the Initial  Earn-In  Option at any time during the
period from the Effective Date to the third anniversary of the Effective Date.

     (g) Lithium  acknowledges that the Consideration  Shares will be subject to
such  resale  restrictions  and hold  periods as may be  imposed  by  applicable
securities legislation, and the rules and policies of the Exchange.

     (h) SUBSEQUENT  EARN-IN OPTION. The Purchaser may acquire an additional 20%
interest in the  Property,  in addition to the 80%  interest  that may be earned
pursuant to the Initial  Earn-in  Option (for an aggregate  100%  interest) (the
"Subsequent Earn-In Option") by paying to Lithium, on or before the date that is
12 months after the exercise of the Initial Earn-In Option, the aggregate amount
of  US$1,000,000.  The Purchaser may terminate the Subsequent  Earn-In Option at
any time by giving notice to Lithium or by not  satisfying the  requirements  of
this Section,  whereupon the  Subsequent  Earn-In  Option will terminate and the
interests of Purchaser and Lithium will be 80% and 20%, respectively.

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     (i) Purchaser shall be the exploration  operator (the "Manager") during the
Earn-In Period. At the sole option and discretion of the Purchaser, Lithium will
provide consulting services, labor for Exploration and Development,  supervision
of drilling, etc. and invoice the Purchaser for the services rendered.

     2.3  Timing,   Manner,   Nature  and  Extent  of  Activities  at  Manager's
Discretion.   The  timing,  manner,  nature,  and  extent  of  any  exploration,
development,  or any other  activities  or  operations  undertaken on or for the
benefit of the Project or the Property under this Agreement shall be at the sole
discretion  of the  Manager,  and there shall be no express or implied  covenant
under this  Agreement to begin or continue  any such  operations  or  activities
provided  however that Purchaser shall be able to comply with its obligations in
Section 2.2(b) hereof.

     2.4 Execution of Agreement. Upon execution of this Agreement, Lithium shall
make  available  to the  Purchaser  all  records,  information  and  data in its
possession  or  reasonably  available to it relating to title to the Property or
environmental  conditions at or  pertaining to the Claims and all maps,  assays,
surveys,  technical reports,  drill logs,  samples,  mine, mill,  processing and
smelter records, and metallurgical,  geological,  geophysical,  geochemical, and
engineering  data, and interpretive  reports derived  therefrom,  concerning the
Property, and Purchaser, at its expense, may copy any such records,  information
and data that Purchaser desires.  Lithium makes no representation or warranty as
to the accuracy, reliability or completeness of any such records, information or
data, and the Purchaser shall rely on the same at its sole risk.

3. ACQUISITION AND TRANSFER OF INTEREST AND NSR

     3.1 Completion of Initial  Earn-In Option.  Upon Purchaser  having made the
payments and share  issuances in  accordance  with Section  2.2(a) the Purchaser
shall provide Lithium with written notice of such completion and exercise of the
Initial Earn-In Option. Lithium shall deliver to the Purchaser within 30 days of
receipt of such exercise notice (a) deeds and assignments (in form and substance
reasonably acceptable to Purchaser) conveying to Purchaser,  or its assignee, an
80% undivided interest in the Property, and (b) appropriate conveyance documents
(in  form  and  substance  reasonably  acceptable  to  Purchaser)  conveying  to
Purchaser an 80% undivided  interest in any real property  interests  within the
Area of Interest acquired by Lithium during the relevant period,  free and clear
of all liens, claims and encumbrances arising by, through or under Lithium.

     3.2  Nevada  Subsidiary.  In  order to  complete  the  transfer  of the 80%
interest from Lithium to Purchaser in accordance with the requirements of Nevada
law,  Purchaser will, if required,  incorporate,  prior to or concurrently  with
exercise of the Initial Earn-In Option, a Nevada subsidiary to hold its acquired
interest.

     3.3 Formation of Jointly Owned Company. Upon Purchaser having exercised the
Initial  Earn-In  Option and acquired an 80% undivided  interest in the Property
but having failed to exercise or having terminated the Subsequent Earn-In Option
as provided for in Section  2.2(g),  a joint  venture shall have been formed and
Purchaser  and  Lithium  as of the date of failure  to  exercise  or the date of

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termination of the Subsequent Earn-In Option,  then as of the date of failure to
exercise or the date of termination of the Subsequent Earn-In Option,  Purchaser
and  Lithium  shall  either (a) enter  into a formal  joint  venture  agreement,
generally  in  accordance  with  the  Rocky  Mountain   Mineral  Law  Foundation
Exploration,  Development and Mine Operating  Agreement (Model Form 5A), or, (b)
alternatively,  if agreed to by both  parties,  an LLC  Operating  Agreement and
accompanying  contribution  agreements  based on the Rocky Mountain  Mineral Law
Foundation  Form 5 LLC  Operating  Agreement,  pursuant  to  which  Lithium  and
Purchaser  would  form a limited  liability  company  of which they would be the
members,  to which they  would  contribute  their  respective  interests  in the
Property.  That  agreement  will govern the parties'  ongoing  activities at the
Project, in either case including the concepts set forth in Section 6 below, and
such other  terms and  provisions  as are  mutually  agreeable  to the  parties.
Lithium will be manager of the joint  venture or the LLC.  The parties  agree to
begin good faith negotiations of the applicable agreement at any time during the
Initial Earn-In Period, when requested by Purchaser.  If Purchaser has exercised
the  Initial  Earn-In  Option and either  failed to exercise  or  terminate  the
Subsequent  Earn-In Option and the parties have not completed their  negotiation
of and  executed and  delivered a joint  venture  agreement or an LLC  Operating
Agreement, the provisions of Section 6 shall govern their relationship until the
appropriate agreement(s) are executed and delivered.

In the event Purchaser  exercises the Subsequent  Earn-in Right,  the applicable
agreement entered into shall terminate.

     3.4 Net Smelter Return(a) . If Purchaser  exercises the Subsequent  Earn-In
Option to acquire a 100% interest in the Property,  Lithium shall be vested with
a 2.5% net  smelter  returns  royalty on the  production  of  minerals  from the
Property  (the "Lithium  NSR"),  as described in Exhibit C. Upon the exercise of
the Subsequent  Earn-In Option,  the Purchaser must promptly execute and deliver
to  Lithium  a  royalty  deed in form and  substance  reasonably  acceptable  to
Lithium.

     3.5 NSR  Buy-Back(a) . Purchaser shall have the right to purchase up to 50%
of the  Lithium  NSR at a cost of  US$1,000,000,  to reduce the  Lithium  NSR to
1.25%.

     3.6 NSR  Transfer(a)  .  Subject  to the  buy-back  right set forth  above,
Lithium shall have the right to sell,  assign or transfer the Lithium NSR at any
time, upon the provision of 30 days' notice to Purchaser.

4. REPRESENTATION, WARRANTIES, COVENANTS AND CONDITIONS

     4.1 Representations of Lithium. Lithium represents,  warrants and covenants
to Purchaser that:

     (a)  Lithium  is the  owner of 100% of the  Claims,  free and  clear of all
liens, claims and encumbrances, and such claims are validly staked in accordance
with the laws of the State of Nevada.  Lithium is in exclusive possession of the
Property, free and clear of all liens, claims, and encumbrances.

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(b) As to each of the  Claims,  subject  to the  paramount  title of the  United
States of America:  (i) the Claims have been properly  located and monumented on
public domain land open to appropriation by mineral location,  free and clear of
any  conflicting  claims of which Lithium is aware;  (ii)  location  notices and
certificates  and required  maps have been properly  posted,  recorded and filed
with the  appropriate  governmental  agencies for each of the Claims;  (iii) all
filings and recordings  required to maintain the Claims in good standing through
the  Effective  Date,  including  evidence of timely  payment of required  claim
maintenance  fees,  have  been  timely  and  properly  made  in the  appropriate
governmental  offices;  and, (iv) all required  annual claim  maintenance  fees,
Bureau of Land  Management  fees,  Nevada county and state mining claim fees and
other  payments  necessary to maintain the Claims  through the  assessment  year
ending August 31, 2016, have been timely and properly made.

     (c) All operations  and activities  conducted by or on behalf of Lithium on
the Claims and the Property have been  conducted in compliance  with  applicable
federal,  state  and  local  laws,  rules  and  regulations,  including  without
limitation Environmental Laws (as defined in Exhibit B).

     (d) Lithium is duly  incorporated,  validly  existing and in good  standing
under the laws of the State of Nevada and is  qualified to do business in and is
in good  standing  under  the  laws of the  State  of  Nevada.  Lithium  has the
requisite  corporate  power  and  capacity  to carry on  business  as  presently
conducted,  to enter into this Agreement,  and to perform all of its obligations
hereunder.

     (e) There are no outstanding agreements, leases or options (whether oral or
written) which  contemplate the acquisition of the Claims, or any other interest
in the  Property or within the Area of Interest or any  interest  therein by any
other person or entity,  or which limit or define in any way the activities that
may be conducted on the Claims or on any other part of the Property.  Except for
the State of Nevada net proceeds of mines tax, there are no production royalties
or other payments based on mineral production payable on the Claims.

     (f) The entering into of this  Agreement and the  performance by Lithium of
its  obligations  hereunder  will not  violate or conflict  with its  constating
documents,  including its articles of incorporation  or by-laws,  any applicable
law or any order,  decree or notice of any court or other  governmental  agency,
nor conflict  with, or result in a breach of or default under any other contract
or other commitment to which Lithium is a party or by which it is bound.

     (g) All requisite corporate actions on the part of Lithium, and on the part
of its  officers  and  directors  necessary  for the  execution,  delivery,  and
performance  by it of this  Agreement  and  all  other  agreements  contemplated
hereby,  have been taken.  This  Agreement and all  agreements  and  instruments
contemplated  hereby are, and when executed and delivered by it (assuming  valid
execution and delivery by the other party),  will be, legal,  valid, and binding

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obligations of it  enforceable  against it in accordance  with their  respective
terms.  Notwithstanding  the  foregoing,  no  representation  is  made as to the
availability of equitable  remedies for the enforcement of this Agreement or any
other  agreement  contemplated  hereby.  Additionally,  this  representation  is
limited by applicable bankruptcy, insolvency, moratorium, and other similar laws
affecting generally the rights and remedies of creditors and secured parties.

     (h)  To  the  best  of the  knowledge  of  Lithium,  there  are no  adverse
environmental  conditions  at the Property  which  constitute a nuisance or that
have  caused  or  could  result  in  a  violation  of  or  liability  under  any
Environmental  Laws.  In  conducting  activities  on the  Property,  Lithium has
complied with all applicable  Environmental  Laws as they relate to the Property
and there have been no breaches of or  liabilities  caused or permitted to arise
by  Lithium  under  any  Environmental   Laws.  Lithium  has  not  (i)  received
notification  from any person,  including without  limitation,  any governmental
authority,  of any potential  violation or alleged  violation of any  applicable
Environmental  Laws  relating to the Property or of any  inspection  or possible
inspection or investigation  by any governmental  authority under any applicable
Environmental  Laws relating to the Property,  (ii) received any notification of
or has  knowledge  of the  presence or release of any  Hazardous  Materials  (as
defined in Exhibit B), in the soil,  subsurface  strata or water in, on or under
the  Property  and (iii) been the subject of any claims or incurred any expenses
in respect of the presence of any contaminants in the soil, subsurface strata or
water in, on or under the Property.

     (i) There is no  circumstance  that would prevent any and all  governmental
licenses and permits  required to carry out  exploration,  development,  mining,
processing,  and reclamation  operations on the Property from being obtained, as
and when necessary.

     (j) Lithium has obtained all consents required under any other agreement to
which it is a party and all required  consents and approvals  from  governmental
agencies as  necessary  for it to execute,  deliver and perform its  obligations
under this Agreement.

     (k) There are no actions, suits or proceedings pending or, to the knowledge
of Lithium,  threatened  against or  affecting  the  Property or the interest of
Lithium in the Property or any portion of the  Property,  including any actions,
suits,  or  proceedings  being  prosecuted  by  any  federal,   state  or  local
department,  commission,  board,  bureau,  agency,  or  instrumentality.  To the
knowledge of Lithium, it is not subject to any order, writ, injunction, judgment
or decree of any court or any federal,  state or local  department,  commission,
board, bureau, agency, or instrumentality which relates to the Property.

     (l) Lithium  will assist  Purchaser  in making  applications  for  required
permits or other required  approvals  from  regulatory  authorities  required in
order to conduct  exploration  and  development  activities  and  operations and
related work on the Property.

     (m) All  negotiations  relative  to  this  Agreement  and the  transactions
contemplated  hereby have been  carried on by Lithium in such a manner as not to
give rise to any valid  claim  against  the  Purchaser  or any third party for a
brokerage commission,  finder's fee or other fee or commission arising by reason
of the transactions contemplated by this Agreement.

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     (n)  Lithium  acknowledges  that  the  Consideration  Shares  will  not  be
registered under the United States SECURITIES ACT OF 1933, as amended (the "U.S.
SECURITIES  ACT") or the  securities  laws of any State of the United States and
may not be offered and sold, directly or indirectly,  in the United States or by
or to or for the account or benefit of a U.S. Person (as defined in Regulation S
promulgated under the U.S.  Securities Act) without  registration under the U.S.
Securities Act and any applicable  State  securities  laws,  unless an exemption
from  registration  is  available.  Further,  neither  the  Purchaser,  nor  the
Resulting  Issuer,  has any present  intention  and is not  obligated  under any
circumstances to register the Consideration Shares, or to take any other actions
to  facilitate or permit any proposed  resale or transfer  thereof in the United
States or otherwise by or to or for the account or benefit of a U.S. Person, and
in particular  Lithium further  acknowledges and agrees that Purchaser is hereby
required to refuse to register any transfer of the Consideration Shares not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the U.S.  Securities  Act,  or  pursuant to an  available  exemption  from
registration.

     (o) Lithium is acquiring the Consideration Shares pursuant to the exemption
from  registration  provided  by section  4(2) of the U.S.  Securities  Act in a
transaction not involving a "public offering".

     4.2 Representations of Purchaser.  The Purchaser  represents,  warrants and
covenants to Lithium that:

     (a)  The  Purchaser  is duly  incorporated,  validly  existing  and in good
standing  under the laws of the  Province of British  Columbia,  Canada,  and is
qualified to do business in that province. Purchaser has the requisite corporate
power and  capacity to carry on business as presently  conducted,  to enter into
this Agreement, and to perform all of its obligations hereunder.

     (b) The  entering  into  of  this  Agreement  and  the  performance  by the
Purchaser of its  obligations  hereunder  will not violate or conflict  with its
articles of incorporation  or any applicable law or any order,  decree or notice
of any court or other  governmental  agency,  nor conflict  with, or result in a
breach of, or  accelerate  the  performance  required  by any  contract or other
commitment to which the Purchaser is a party or by which it is bound.

     (c) All requisite  corporate  actions on the part of the Purchaser,  and on
the  part  of its  officers,  directors  and  shareholders,  necessary  for  the
execution,  delivery  and  performance  by it of this  Agreement  and all  other
agreements  contemplated  hereby,  have  been  taken.  This  Agreement  and  all
agreements  and  instruments  contemplated  hereby are,  and when  executed  and
delivered by it (assuming valid execution and delivery by the other party), will
be  legal,  valid and  binding  obligations  of its  enforceable  against  it in
accordance  with their  respective  terms.  Notwithstanding  the  foregoing,  no
representation  is made as to the  availability  of  equitable  remedies for the
enforcement of this Agreement.  Additionally,  this representation is limited by
applicable bankruptcy,  insolvency, moratorium, and other similar laws affecting
generally the rights and remedies of creditors and secured parties.

                                       8
<PAGE>
     (d) The Purchaser has obtained all consents required under any agreement to
which it is a party and all required  consents and approvals  from  governmental
agencies and any stock  exchange,  as necessary  for it to execute,  deliver and
perform its obligations under this Agreement.

     (e) All  negotiations  relative  to  this  Agreement  and the  transactions
contemplated  hereby have been  carried on by Purchaser in such manner as not to
give rise to any valid claim against  Lithium or any third party for a brokerage
commission,  finder's  fee or other fee or  commission  arising by reason of the
transactions contemplated by this Agreement.

     (f) The Consideration Shares will be, upon their issuance,  duly authorized
and validly allotted and issued as fully paid and  non-assessable  shares in the
capital of the Resulting Issuer, free and clear of any and all mortgages, liens,
pledges,  charges and other  encumbrances  excluding any restrictions other than
resale  restrictions  which may be imposed by  securities  regulatory  bodies in
Canada and the United States.

     (g) Subject to a Going Public  Transaction,  the Resulting Issuer will be a
"reporting  issuer"  (within the meaning of  applicable  securities  laws) in at
least one province of Canada,  and the Resulting  Issuer's common shares will be
listed  on the  Exchange  and no order  ceasing  or  suspending  trading  in the
securities of the Resulting Issuer nor prohibiting sale of such securities shall
have been issued to the Resulting Issuer.

     4.4 Mutual Conditions.  The respective obligations of the Parties hereto to
consummate the transactions  contemplated hereby are subject to the satisfaction
of the  conditions  any of which  may be waived by the  mutual  consent  of such
Parties without prejudice to their rights to rely on any other or others of such
conditions:

     (a) The Parties  shall have  obtained  all  required  regulatory  approvals
including, but not limited to, the approval of the Exchange.

     (b) The Purchaser shall have completed a Going Public Transaction.

     (c) The  Effective  Date shall  occurred on or before May 6, 2016,  or such
later date as the Parties hereto agree to in writing.

     4.5  Conditions of Purchaser.  Purchaser's  obligations  to consummate  the
transactions  contemplated  hereby  are  subject  to  the  satisfaction  of  the
following  conditions  any of which may be waived by the  consent  of  Purchaser
without  prejudice  to its  rights  to  rely  on any  other  or  others  of such
conditions:

     (a)  The  representations  and  warranties  of  Lithium  contained  in this
Agreement  shall be true and  accurate on the date  hereof and at the  Effective
Date  with  the same  force  and  effect  as  though  such  representations  and
warranties had been made as of the Effective Date.

     (b) There will have been no material adverse change in the condition of the
Claims, howsoever arising.

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<PAGE>
     (c) Purchaser shall have complied with all covenants and agreements  herein
agreed  to be  performed  or  caused  to be  performed  by it at or prior to the
Effective Time.

     4.5  Conditions  of  Lithium.   Lithium's  obligations  to  consummate  the
transactions  contemplated  hereby  are  subject  to  the  satisfaction  of  the
following  conditions  any of which  may be  waived by the  consent  of  Lithium
without  prejudice  to its  rights  to  rely  on any  other  or  others  of such
conditions:

     (a) As of the Effective Date, the Resulting Issuer shall not have more than
22,900,000 common shares issued and outstanding on a non-diluted basis.

     (b) There will have been no  material  adverse  change in the  business  of
Purchaser howsoever arising.

     (c) The  representations  and  warranties  of  Purchaser  contained in this
Agreement  shall be true and  accurate on the date  hereof and at the  Effective
Date  with  the same  force  and  effect  as  though  such  representations  and
warranties had been made as of the Effective Date.

     (d) The Purchaser  shall have  complied  with all covenants and  agreements
herein agreed to be performed or caused to be performed by it at or prior to the
Effective Time.

5. TERMINATION OF AGREEMENT

     5.1  Termination  by Purchaser.  The  Purchaser may in its sole  discretion
terminate  this  Agreement  at any time by giving  not less  than 30 days  prior
written  notice to that effect to Lithium.  Upon  expiration  of the  applicable
notice  period  set forth in the  preceding  sentence,  or if the  Agreement  is
terminated pursuant to any other provision of this Agreement, the Agreement will
be of no further force and effect.  Upon such termination,  Purchaser shall have
no further  obligation to incur  Exploration and Development  Expenses on or for
the benefit of the Property and shall have no further obligations or liabilities
to Lithium  under this  Agreement  or with  respect to the  Property  (including
without  limitation  liability for lost profits or consequential,  incidental or
punitive  damages as a result of an  election by  Purchaser  to  terminate  this
Agreement),  other than (a) as set forth in the remainder of this paragraph, (b)
its  indemnification  obligations  under Section 11.1, and (c) its obligation to
reclaim (in accordance  with  applicable  law) any  disturbances of the Property
made by the Purchaser.  Lithium hereby agrees to grant  Purchaser such access to
the Property as is reasonably necessary to complete any required reclamation. In
the  event  of such  termination,  Lithium's  indemnification  obligation  under
Section 11.2 shall survive. At any time Purchaser may, at its option,  terminate
its  interest  in some but less than all of the  Property  by written  notice to
Lithium,  provided  that  if such  notice  (or  notice  of  termination  of this
Agreement in its  entirety) is received by Lithium  after June 30th of any year,
Purchaser shall remain obligated to pay the claim maintenance fees (and make all
filings and  recordings  required in connection  therewith)  for those Claims to
which such termination  applies for the upcoming  assessment year. To the extent
the Purchaser terminates its interest in some but less than all of the Property,
this  Agreement  shall  remain in full  force and  effect  with  respect  to the
remaining  Property.  Notwithstanding  the foregoing  provisions of this Section
5.1, if,  following  termination of this Agreement by Purchaser,  Lithium enters
into an  agreement  with a third party  regarding  exploration,  development  or
exploitation of all or any portion of the Property, the Purchaser's  obligations
under this Section 5.1 shall terminate.

     5.2  Default  by  Purchaser.  In the event  Purchaser  is in default in the
observance  or  performance  of  any of  Purchaser's  covenants,  agreements  or
obligations  under  this  Agreement,  Lithium  may give  written  notice of such
alleged default specifying the details of same. The Purchaser shall have 30 days
following  receipt of said  notice  (or,  in the event  Purchaser  in good faith

                                       10
<PAGE>
disputes the existence of such a default, 30 days after a final,  non-appealable
order of a court of competent  jurisdiction  finding that such a default exists)
within  which to remedy any such default  described  therein,  or to  diligently
commence action in good faith to remedy such default.  If the Purchaser does not
cure or  diligently  commence to cure such default by the end of the  applicable
30-day period,  then Lithium shall have the right to terminate this Agreement by
providing 30 days advance written notice to the Purchaser.  In the event of such
termination,  the  provisions  of Section  5.1 shall  apply with  respect to the
parties' ongoing obligations and liabilities.

6. PARTICIPATION FOLLOWING EARN-IN

     6.1  Participation in Expenditures.  At such time as the Purchaser earns an
80% undivided  interest in the Property  pursuant to the exercise of the Initial
Earn-In  Option but has failed to  exercise  or has  terminated  the  Subsequent
Earn-In Option,  subject to the provisions of Section  2.2(h),  the parties will
thereafter  participate in expenditures on the Property in accordance with their
respective  interests therein (or in the LLC), or have their interest diluted in
accordance with a straight line dilution formula, as set forth in the applicable
agreement.

     6.2  Dilution.  If through  dilution  the interest of a party is reduced to
less than 10%, then that party's interest shall  automatically be converted to a
7.5% net smelter returns  royalty (the "Dilution  NSR"), as described in Exhibit
C.  Should  the Claims or any mining  claims or other  real  property  interests
acquired within the Area of Interest be burdened by production royalties payable
to third  parties or the United  States  government,  then with respect to those
properties  the  Dilution NSR would be reduced by the amount of such royalty but
not below  6.5%.  The  reduction,  however,  shall not apply to the  Lithium NSR
payable to Purchaser described in Section 3.4.

     6.3 Joint Venture Manager.  The position of manager of the joint venture or
the LLC will be held by the Purchaser.

     6.4 Annual  Programs  and  Budgets.  Annual  programs  and budgets  will be
proposed by the manager and  reviewed  and  approved by a  management  committee
comprised of members from the  Purchaser  and Lithium  voting in  proportion  to
their respective percentage interests in the Property or the LLC.

     6.5 Management Committee. The management committee will be formed generally
in  accordance  with the  provisions  of Model  Form 5A or Model Form 5 LLC with
committee members of each party holding  collectively votes in proportion to the
interests held by the party they represent.

     6.6 Mine  Construction.  The  decision to commence  construction  of a mine
shall be made by majority approval of the management committee.

     6.7 Data. All  exploration  and related data generated by either party must
be provided to the other party.  The manager will provide summary reports to the
other party on a quarterly basis.

     6.8  Contribution.  If either party  defaults in its  contributions  to any
program and budget to which it has agreed and become  obligated  to  contribute,
its  interest  will be  diluted at a rate of 200% of the  normal  straight  line
dilution  rate,  and other  typical  default  remedies  may be  exercised by the
non-defaulting party.

     6.9 Minority Party Review of Annual  Programs and Budgets.  Annual programs
and budgets must be presented to the minority party 60 days prior to funds being
required.  This  includes  any  amendments  to any approved  annual  program and
budget.

     6.10 Tax Partnership  Option. At the option of Purchaser,  the parties will
form  a tax  partnership  on  terms  substantially  similar  to  the  applicable
provisions or exhibits of Model Form 5A or Model Form 5 LLC.

                                       11
<PAGE>
7. OPERATIONS DURING EARN-IN PERIOD

     During the Earn-In Period:

     7.1 Operations.  The Purchaser and its employees,  agents,  consultants and
independent  contractors  shall  have the  exclusive  right  to  enter  upon the
Property  and to conduct such  prospecting,  exploration,  development  or other
related  work  thereon  and  thereunder  as they desire and as is  permitted  by
federal and Nevada laws. The Purchaser's  activities on the Property may include
any activities for which the costs would qualify as Exploration  and Development
Expenses,  as well as the removal of mineral  samples for the purpose of, and in
amounts appropriate for, testing such mineral samples,  including bulk sampling,
and in addition the Purchaser  shall have the right to bring upon and erect upon
the Property such  buildings,  plants,  machinery and equipment as the Purchaser
may deem necessary or desirable to carry out such activities.

     7.2  Exploration  and  Development  Decisions.  The  Manager  in  its  sole
discretion will decide any matter  concerning the conduct,  timing and nature of
its  prospecting,  exploration,  development  or other mining  activities on the
Property.

     7.3 Compliance with Laws During Earn-In  Period.  The Manager shall conduct
its exploration, development and other activities on the Property in substantial
compliance with applicable laws and regulations,  including laws and regulations
related to exploration, development and mining.

     7.4 Timely  Payment.  The Purchaser,  so long as it has not terminated this
Agreement  in whole or in part,  shall be  responsible  for  timely  payment  of
required claim maintenance fees, property taxes, and any other payments required
to maintain the Claims.

     7.5 Claim  Rights.  Subject to the prior  consent of  Lithium,  the Manager
shall have the right to abandon,  relocate,  amend,  defend  contests or adverse
actions or suits and negotiate settlement thereof with respect to any and all of
the Claims,  and Lithium shall  cooperate with the Manager and shall execute any
and all  documents  necessary  or desirable in the opinion of Manager to further
such amendments,  relocations, contests, adverse actions or suits, or settlement
of such contests or adverse actions or suits. The Manager shall not be liable to
Lithium  for the loss of any of the  Claims  as a result  of such  abandonments,
amendments,  relocations,  contests or adverse  actions or suits, so long as the
same are undertaken in good faith and with the prior consent of Lithium.

     7.6 Data. All  exploration  and related data generated by either party must
be provided to both parties in as close to near real time as reasonable.

     7.7 Right to Visit Property.  Either party and their authorized  agents, at
their sole risk and expense,  shall have the right,  exercisable  during regular
business  hours,  at a mutually  convenient  time, in compliance  with Manager's
safety rules and regulations  and applicable law, and in a reasonable  manner so
as not to interfere with Manager's  operations,  to go upon the Property for the
purpose of confirming  that the Purchaser is  conducting  its  operations in the
manner required by this Agreement.  The parties shall indemnify and hold Manager
harmless from all claims for damages  arising out of any death,  personal injury
or property  damage  sustained by them,  their agents or employees,  while in or
upon the Property,  whether or not the party,  its agents or employees are in or
upon the Property  pursuant to this Section  7.7,  unless such death,  injury or
damage is due to Manager's gross negligence or willful misconduct.

                                       12
<PAGE>
     7.8 Title to the Property;  Liens. The Purchaser and Lithium shall keep the
title to the  Property  free and clear of all liens and  encumbrances  resulting
from operations  hereunder;  provided,  however,  that each of the Purchaser and
Lithium  may refuse to pay any claims  asserted  against it which it disputes in
good faith. At its sole cost and expense,  the Purchaser or Lithium, as the case
may be,  shall  contest any suit,  demand or action  commenced to enforce such a
claim  and,  if the  suit,  demand  or  action  is  decided  by a court or other
authority of ultimate and final jurisdiction  against Purchaser,  Lithium or the
Property,  the  applicable  party shall promptly pay the judgment and shall post
any bond and take all other action  necessary to prevent any sale or loss of the
Property or any part thereof.

     7.9 Reclamation  Bonds.  During the Earn-in Period, (i) the Purchaser shall
reimburse Lithium for any existing reclamation bonds, and provide any additional
funds required for  reclamation  bonds related to its activities on the Property
and shall be entitled to receive the funds  securing  such bonds when such bonds
are  released,  and (ii) shall perform  reclamation  work required in connection
with its  activities  on the  Property.  If a joint  venture or LLC is formed in
accordance with Section 3.2 hereof, the reclamation  obligations associated with
any  disturbances  of the Property made by Purchaser  during the Earn-In  Period
shall become  obligations  of the joint venture or LLC, and the joint venture or
LLC shall reimburse  Purchaser for the funds Purchaser  previously  provided for
reclamation bonds. If Purchaser  terminates this Agreement prior to acquiring an
interest in the property,  Purchaser shall complete reclamation work required as
a result  of  activities  conducted  on the  Property  in  compliance  with this
Agreement,  or Lithium  shall  complete  such  reclamation  work at  Purchaser's
written request and at Purchaser's expense.

     7.10  Standard  of  Care.  Lithium  and the  Purchaser  shall  conduct  all
operations  in  a  good,   workmanlike  and  efficient  manner,  in  substantial
accordance  with  sound  mining  and other  applicable  industry  standards  and
practices,  and in  substantial  accordance  with the  terms and  provisions  of
leases,  licenses,   permits,  contracts  and  other  agreements  pertaining  to
Property.

8. FORCE MAJEURE

     If Purchaser  should be delayed in or prevented from  performing any of the
terms, covenants or conditions of this Agreement by reason of a cause beyond the
control of  Purchaser,  whether or not  foreseeable,  including  fires,  floods,
earthquakes,  subsidence, ground collapse or landslides, interruptions or delays
in transportation or power supplies,  strikes, lockouts or other labor disputes,
wars,  acts of God,  changes in laws,  native title claims,  inability to obtain
required  governmental  permits or approvals in a timely manner,  curtailment or
suspension  of  activities  to remedy or avoid an actual or alleged,  present or
prospective   violation  of  Environmental   Laws,   government   regulation  or
interference  (but excluding a lack of funds),  drought or other adverse weather
condition,  actions by citizen groups including but not limited to environmental
organizations, or any other cause whether similar or dissimilar to the foregoing
(each an  "Event  of Force  Majeure"),  then  any  such  failure  on the part of
Purchaser to so perform shall not be deemed to be a breach of this Agreement and
the time within which  Purchaser is obliged to comply with any terms,  covenants
or  conditions  of this  Agreement  shall be  extended by the period of all such
delays. Purchaser shall give notice in writing to Lithium forthwith and for each
Event of Force  Majeure shall set out in such notice  particulars  of the cause,
and the date on which the same  arose,  and shall take all  reasonable  steps to

                                       13
<PAGE>
remove the cause of such Event of Force Majeure  (although  Purchaser shall have
no obligation  to settle any labor dispute on terms other than those  acceptable
to it in its sole discretion),  and shall also give notice immediately following
the date that such cause ceases to exist.

9. AREA OF INTEREST

     9.1 Area of Interest. Any interest or rights to acquire (a) any interest in
mining claims or in other real property  interests  within the area described in
Exhibit D (the "Area of  Interest"),  or (b)  contiguous  claims that may extend
beyond the Area of Interest,  acquired during the Earn-In Period by or on behalf
of any party or any affiliate or subsidiary of any party shall become subject to
the terms and provisions of this Agreement in accordance  with the provisions of
Section 9.2.

     9.2 Property Acquisition  Procedures.  Within 30 days after the acquisition
of such additional property, all or any portion of which lies within the Area of
Interest (or which constitutes contiguous claims that may extend beyond the Area
of  Interest),  the  acquiring  party  shall  notify  the  other  party  of such
acquisition.  Such notice shall describe in detail the  acquisition,  the lands,
the nature of the interest  therein,  the mining  claims or other real  property
interest covered thereby,  and the acquisition cost. In addition to such notice,
the acquiring  party shall make any and all  information  it has  concerning the
additional  property  available to the other  party.  The other party shall then
have 30 days after receipt of such notice and  information  to elect in its sole
discretion to include such additional interest in the Property and such interest
shall become part of the Property.

     9.3 Property  Acquisition  Costs.  Any  unpatented  mining claims staked by
Purchaser  during the term of this Agreement  should be staked under the name of
Lithium.  Should  Lithium  be the  acquiring  party and  should  the  additional
property become part of the Property,  Purchaser shall reimburse Lithium for its
acquisition  costs,  and  the  amount  of  such  reimbursement  shall  count  as
Exploration and Development Expenses.

     9.4 Additional  Interests.  If a party is entitled to and does elect not to
include such an additional  interest as part of the Property,  then with respect
to that additional  interest,  the acquiring party shall be free to take actions
with respect to and dispose of such interest without any obligation to the other
party.

     9.5  Acquisition  and  Quitclaim of Property  Interests.  All real property
interests  within the Area of  Interest  and any  contiguous  claims that extend
beyond the Area of Interest  which are acquired by Purchaser and which are added
to the Property pursuant to Section 9.2 shall be quitclaimed by the Purchaser to
Lithium promptly after Lithium provides the notice referred to in Section 9.2.

     9.6 After-Acquired Interest Within Area of Interest.  Following termination
of this Agreement,  Purchaser will not acquire any interest in or rights to real
property within the Area of Interest for two years from the termination date.

                                       14
<PAGE>
10. ASSIGNMENT

     10.1  Assignment by  Purchaser.  This  Agreement  shall be binding upon and
inure to the benefit of the parties and their permitted  successors and assigns.
The Purchaser  may, upon the prior written  approval of Lithium,  which approval
shall not be  unreasonably  withheld  or  delayed,  assign its  interest in this
Agreement to any third party that is not affiliated  with Purchaser at any time,
provided  that  Lithium  has  declined  to acquire  the  interest as provided in
Section 10.2 and further  provided that the assignee agrees in writing to assume
all Purchaser's  obligations under this Agreement.  Upon such assignment,  or an
assignment to an affiliate (as described below), Purchaser shall have no further
obligations or liabilities under this Agreement.  Notwithstanding the foregoing,
at any time,  and  without the  consent of  Lithium,  Purchaser  may assign this
Agreement:

     (a) to one or more of its  affiliates  upon the  affiliate  assuming all of
Purchaser's obligations under this Agreement (affiliate meaning any entity which
directly or  indirectly  controls or is controlled  by, or under common  control
with, Purchaser);

     (b) in connection with a pledge by Purchaser for financing purposes;

     (c) in  connection  with a  corporate  merger or  reorganization  involving
Purchaser or any affiliate;

     (d) in connection with a Going Public Transaction;

     (e) in connection  with a sale of all or  substantially  all of Purchaser's
assets; or

     (f) to a third  party  that  is  technically  and  financially  capable  of
performing Purchaser's obligations under this Agreement.

11. INDEMNIFICATION

     11.1  Indemnification by Purchaser.  Purchaser agrees to indemnify,  defend
and hold harmless Lithium (and its officers, directors, successors, and assigns)
from  and  against  any  and  all  debts,  liens,  claims,   causes  of  action,
administrative  orders  and  notices,  costs  (including,   without  limitation,
response  and/or  remedial   costs),   personal   injuries,   losses,   damages,
liabilities,   demands,  interest,  fines,  penalties  and  expenses,  including
reasonable attorney's fees and expenses,  consultant's fees and expenses,  court
costs and all other out-of-pocket expenses,  suffered or incurred by Lithium and
its successors as a result of:

     (a) any  breach by  Purchaser  of any of its  representations,  warranties,
covenants and obligations set forth in this Agreement;  or

     (b) any  operations or activities  engaged in by Purchaser on the Property,
including  without  limitation any matter,  condition or state of fact involving
Environmental Laws or Hazardous Materials or Environmental Liabilities which may
arise  after  the  Effective  Date of this  Agreement  and  that  is  caused  by
Purchaser.

     11.2  Indemnification by Lithium.  Lithium agrees to indemnify,  defend and
hold harmless Purchaser (and its officers,  managers,  members,  successors, and
assigns) from and against any and all debts,  liens,  claims,  causes of action,
administrative  orders  and  notices,  costs  (including,   without  limitation,
response  and/or  remedial   costs),   personal   injuries,   losses,   damages,
liabilities,   demands,  interest,  fines,  penalties  and  expenses,  including
reasonable attorney's fees and expenses,  consultant's fees and expenses,  court

                                       15
<PAGE>
costs, and all other  out-of-pocket  expenses  suffered or incurred by Purchaser
and its successors as a result of:

     (a)  any  breach  by  Lithium  of any of its  representations,  warranties,
covenants and obligations set forth in this Agreement; or

     (b) any  operations  or  activities  engaged in by Lithium on the Property,
including  without  limitation any matter,  condition or state of fact involving
Environmental Laws or Hazardous Materials or Environmental Liabilities which may
exist prior to the Effective Date of this Agreement or which may arise after the
Effective Date of this Agreement and that is caused by Lithium.

     11.3 Indemnification  Procedures.  The parties hereto,  within 5 days after
the service of process upon either of them in a lawsuit,  including  any notices
of any court  action or  administrative  action  (or any other type of action or
proceeding),  or promptly  after either of them,  to its  respective  knowledge,
shall become subject to, or possess actual knowledge of, any damage,  liability,
loss, cost, expense,  or claim to which the  indemnification  provisions of this
Section 10 relate,  shall give written  notice to the other party  setting forth
the fact relating to the claim, damage, or loss, if available, and the estimated
amount of the same.  "Promptly" for purposes of this paragraph shall mean giving
notice within 5 days.  Failure to provide prompt  notification shall not relieve
either party of its indemnification  obligations  hereunder unless such party is
materially  prejudiced  thereby.  Upon  receipt  of such  notice  relating  to a
lawsuit, the indemnifying party shall be entitled to:

     (a) participate at its own expense in the defense or  investigation  of any
claim or lawsuit; or

     (b) assume the defense thereof, in which event the indemnifying party shall
not be liable to the  indemnified  party for legal or attorney  fees  thereafter
incurred by such indemnified party in defense of such action or claim; provided,
that if the indemnified party may have any  unindemnified  liability out of such
claim,  such party shall have the right to approve  the counsel  selected by the
indemnifying party, which approval shall not be withheld unreasonably.

     If the indemnifying party assumes the defense of any claim or lawsuit,  all
costs of  defense of such claim or  lawsuit  shall  thereafter  be borne by such
party and such party  shall have the  authority  to  compromise  and settle such
claim or lawsuit,  or to appeal any adverse  judgment or ruling with the cost of
such  appeal to be paid by such party;  provided,  however,  if the  indemnified
party may have any unindemnified  liability arising out of such claim or lawsuit
the  indemnifying  party shall have the authority to compromise  and settle each
such claim or lawsuit only with the written  consent of the  indemnified  party,
which shall not be withheld unreasonably.  The indemnified party may continue to
participate  in any  litigation  at its  expense  after the  indemnifying  party
assumes the defense of such action. In the event the indemnifying party does not
elect to assume the defense of a claim or lawsuit,  the indemnified  party shall
have  authority  to  compromise  and settle such claim or lawsuit  only with the
written  consent  of  the  indemnifying   party,  which  consent  shall  not  be
unreasonably  withheld,  or to appeal any adverse  judgment or ruling,  with all
costs, fees, and expenses  indemnifiable under this Section 11 hereof to be paid
by the  indemnifying  party.  Upon the  indemnified  party's  furnishing  to the
indemnifying  party an estimate of any loss,  damage,  liability,  or expense to
which the indemnification provisions of this Section 11 relate, the indemnifying
party shall pay to the  indemnified  party the amount of such estimate within 10
days after receipt of such estimate.

12. CONFIDENTIALITY

     12.1  Confidentiality.  All data and information  coming into possession of
Lithium or Purchaser by virtue of this Agreement with respect to the business or
operations  of the  other  party,  or the  Property  generally,  shall  be  kept
confidential and shall not be disclosed to any person not a party hereto without
the prior written consent of the other party, except:

                                       16
<PAGE>
     (a) as required by law, rule, regulation or policy of any stock exchange or
securities commission having jurisdiction over a party;

     (b) as may be  required  by a party  in the  prosecution  or  defense  of a
lawsuit or other legal or administrative proceedings;

     (c) as required by a financial institution in connection with a request for
financing relating to development or mining activities; or

     (d) as may be required in connection with a proposed  conveyance to a third
party of an interest  in the  Property or this  Agreement,  provided  such third
party agrees in writing in a manner  enforceable  by the other party to abide by
all of the  provisions  of  this  Section  11 with  respect  to  such  data  and
information.

     12.2  Disclosure.  To the extent  either party  intends to disclose data or
information  via press release or other  similar  format as described in Section
12.1(a),  the disclosing  party shall provide the other party with not less than
48  hours'  notice  (or  such  lesser  period  of time as the  party  reasonably
considers  to be  available  before  its  failure to make such  announcement  or
statement will constitute a breach of applicable law or regulatory requirements)
of the text of the proposed disclosure, and the other party shall have the right
to comment on the same.

     12.3 Own Analysis. Each party agrees with the other that in negotiating and
entering into this  Agreement it has relied on its own analysis and estimates as
to the  value  of the  Property  and  upon  its  own  geologic  and  engineering
interpretations related thereto.

13. ENTIRE AGREEMENT

     This Agreement  contains the entire agreement  between the parties relating
to the  Property,  and  supersedes  the offer  letter  entered  into between the
parties and dated February 10, 2016, in respect of the transactions contemplated
herein.

14. DISPUTE RESOLUTION

     The parties  hereby  agree that any dispute  arising  under this  Agreement
shall be subject to the informal dispute resolution  procedure set forth in this
Section 14. For purposes of this Section 14, the party  asserting  the existence
of a dispute as to the  interpretation of any provision of this Agreement or the
performance by the other party of any of its obligations  hereunder shall notify
the other party of the nature of the asserted  dispute.  Within  seven  business
days after  receipt of such notice,  the  President (or a designee) of Purchaser
and the  President  (or a designee) of Lithium  shall  arrange for a personal or
telephone  conference  in which  they use good faith  efforts  to  resolve  such
dispute. If those individuals are unable to resolve the dispute, they shall each

                                       17
<PAGE>
prepare and, within seven business days after their conference, circulate to the
President  (or a designee) of  Purchaser  and the  President  (or a designee) of
Lithium a memorandum  outlining in reasonable  detail the nature of the dispute.
Within five business days after receipt of the  memoranda,  the  individuals  to
whom the  memoranda  were  addressed  shall  arrange for a personal or telephone
conference in which they attempt to resolve such dispute.  If those  individuals
are unable to resolve the  dispute,  either  party may proceed with any legal or
equitable remedy available to it; provided, however, that the parties agree that
any  statement  made  as to the  subject  matter  of the  dispute  in any of the
conferences  referred  to in this  Section  14  shall  not be used in any  legal
proceeding  against  the party  that made such  statement.  Notwithstanding  the
foregoing,  if Purchaser has made an election in accordance  with the provisions
of  Sections  2.2(h) or 3.1,  and  Lithium  refuses to execute  and  deliver the
appropriate  deed as referred to therein,  the parties  agree that the Purchaser
may  seek  an  order  from  a  court  requiring  specific  performance  of  that
obligation, as an appropriate and necessary remedy under such circumstances,  in
addition to any other legal or equitable remedies that may be available.

15. GENERAL

     15.1 Notice.  Notice to Purchaser or to Lithium shall be sufficiently given
if  delivered  personally,  or if sent by  reputable  overnight  courier,  or if
transmitted by facsimile to such party:

     (a) in the case of a notice to Purchaser at:

                   1032701 B.C. Ltd.
                   885 West Georgia Street
                   Suite 900
                   Vancouver, British Columbia, Canada V6C 3H1
                   Attention: Gary Korzenowski
                   Email:  ggkorz@gmail.com

And

     (b) in the case of a notice to Lithium at:

                   Lithium Corp.
                   1031 Railroad Street, Suite 102B
                   Elko, NV 89801, United States
                   Attention: President and CEO
                   Email: info@lithiumcorporation.com

or at such other  address or addresses as the party to whom such notice or other
writing is to be given shall have last notified the party giving the same in the
manner  provided in this section.  Any notice or other writing  delivered to the
party to whom it is  addressed  as set forth  above shall be deemed to have been
given and received on the day it is so delivered at such address,  provided that
if such day is not a business  day in the city  where the  notice is  delivered,
then such  notice  or other  writing  shall be  deemed  to have  been  given and
received  on the next  following  business  day.  Any  notice  or other  writing
submitted by facsimile or other form of recorded  communication  shall be deemed
to  have  been  given  and  received  on  the  first   business  day  after  its
transmission.

                                       18
<PAGE>
     15.2  Further  Assurances.  Each  of  Purchaser  and  Lithium  shall,  with
reasonable  diligence,  do all such  things  and  provide  all  such  reasonable
assurances  and  assistance  as may be required to consummate  the  transactions
contemplated  by this  Agreement  and each  party  shall  provide  such  further
documents  or  instruments  required  by the other  party as may  reasonably  be
necessary or desirable  in order to give effect to the terms and  conditions  of
this  Agreement and carry out its  provisions  at, before or after the Effective
Date.

     15.3 Counterparts.  This Agreement may be executed by each of Purchaser and
Lithium in counterparts  and by facsimile,  or by electronic  delivery,  each of
which  when so  executed  and  delivered  shall be an  original,  but both  such
counterparts,  whether executed and delivered in the original or by facsimile or
by electronic delivery, shall together constitute one and the same agreement.

     15.4 US Dollars.  All dollar  references  in this  Agreement  are to United
States dollars.

     15.5 Governing Law. This Agreement,  including all documents annexed hereto
and other agreements,  documents and other  instruments  delivered in connection
herewith  shall be governed by and construed in accordance  with the laws of the
State of Nevada  (other than its rules as to  conflicts  of law) and the federal
laws of the United States applicable therein.

     15.6 Third Party Beneficiaries. The parties agree that this Agreement shall
be  construed  to benefit  the  parties  hereto and their  respective  permitted
successors  and assigns  only,  and shall not be  construed  to create any third
party beneficiary rights in any other party or in any governmental  organization
or agency, except as specifically set forth in Section 10.

     15.7  Severability.  In the  event  that any one or more of the  provisions
contained in this Agreement or in any other instrument or agreement contemplated
hereby shall, for any reason, be held to be invalid,  illegal,  or unenforceable
in any respect,  such  invalidity,  illegality,  or  unenforceability  shall not
affect any other  provision of this  Agreement or any such other  instrument  or
agreement contemplated hereby.

     15.8  No  Implied  Covenants.  No  implied  term,  covenant,  condition  or
provision of any kind  whatsoever  except for good faith and fair dealing  shall
affect  any  of  the  parties'  respective  rights  and  obligations  hereunder,
including,   without   limitation,   rights  and  obligations  with  respect  to
exploration,  development, mining, processing and marketing of minerals, and the
only terms,  covenants,  conditions or provisions  which shall in any way affect
any of their  respective  rights and  obligations  shall be those  expressly set
forth in this Agreement.

     15.9 Amendment.  This Agreement may not be amended or modified, nor may any
obligation  hereunder be waived,  except by writing  duly  executed on behalf of
both parties,  and unless otherwise  specifically  provided in such writing, any
amendment,  modification,  or waiver  shall be  effective  only in the  specific
instance and for the purpose it is given.

     15.10  Corporate  Opportunity.  This  Agreement  is,  and  the  rights  and
obligations  of the  parties  are,  strictly  limited to the  matters  set forth
herein.  Subject to the  provisions of Section 9, each of the parties shall have
the free and unrestricted right to independently  engage in and receive the full
benefits of any and all business  ventures of any sort whatever,  whether or not
competitive with the matters contemplated  hereby,  without consulting the other
or inviting or allowing  the other to  participate  therein.  The  doctrines  of
"corporate  opportunity" or "business  opportunity"  shall not be applied to any
other  activity,  venture,  or operation of either party,  whether  adjacent to,

                                       19
<PAGE>
nearby,  or  removed  from  the  Property,  and  neither  party  shall  have any
obligation to the other with respect to any  opportunity to acquire any interest
in any property  outside the Property at any time, or within the Property  after
termination  of  this   Agreement,   regardless  of  whether  the  incentive  or
opportunity  of a party to acquire any such property  interest may be based,  in
whole or in part,  upon  information  learned during the course of operations or
activities hereunder.

     15.11 Rule  Against  Perpetuities.  The parties do not intend that there be
any  violation  of the  rule of  perpetuities,  the  rule  against  unreasonable
restraints or the alienation of property, or any similar rule.  Accordingly,  if
any right or option to acquire  any  interest in the  Property,  or in any other
real  property,  exists  under  this  Agreement,  such  right or option  must be
exercised,  if at all, so as to vest such interest within time periods permitted
by applicable rules. If, however, such violation should inadvertently occur, the
parties  hereby agree that a court shall reform that  provision in such a way as
to  approximate  most  closely  the  intent of the  parties  within  the  limits
permissible under such rules.

     15.12 No Partnership.  Nothing  contained in this Agreement shall be deemed
to constitute  either party the partner of the other,  nor,  except as otherwise
herein  expressly  provided,  to  constitute  either  party  the  agent or legal
representative  of the other, nor to create any fiduciary  relationship  between
them. It is not the intention of the parties to create, nor shall this Agreement
be  construed  to create,  any  mining,  commercial,  tax or other  partnership.
Neither party shall have any authority to act for or to assume any obligation or
responsibility  on behalf  of the other  party,  except as  otherwise  expressly
provided herein.

     IN WITNESS  WHEREOF,  the parties have  executed this  Exploration  Earn-In
Agreement effective as of the date first set forth above.

LITHIUM CORP.,
a Nevada corporation

By: /s/ Brian Goss
    -----------------------------

Printed Name: Brian Goss
Title: President & Director

1032701 B.C. LTD.,
a British Columbia corporation


By: /s/ Gary Korzenowski
    -----------------------------

Printed Name: Gary Korzenowski
Title: Director

                                       20
<PAGE>
                                    EXHIBIT A

To that Exploration  Earn-In  Agreement  between LITHIUM CORP., and 1032701 B.C.
LTD., dated effective February 10, 2016.

                                     CLAIMS
                            Esmeralda County, Nevada

<TABLE>
<CAPTION>
<S>  <C>
                                                                                County
    Claim          Location     Date Filed        BLM Serial     Date Filed     Document
     Name            Date          BLM              Number         County        Number           Status      Acres
    FL #5          1/3/2009                       NMC1006705                                      ACTIVE        80
    FL #6          1/3/2009                       NMC1006706                                      ACTIVE        80
    FL #7          1/3/2009                       NMC1006707                                      ACTIVE        80
    FL #8          1/3/2009                       NMC1006708                                      ACTIVE        80
    FL #9          1/3/2009                       NMC1006709                                      ACTIVE        80
    FL #10        11/10/2012                      NMC1087284                                      ACTIVE        80
    FL #11        11/10/2012                      NMC1087285                                      ACTIVE        80
    FL #12         1/3/2009                       NMC1006710                                      ACTIVE        80
    FL #13         1/3/2009                       NMC1006711                                      ACTIVE        80
    FL #14         1/3/2009                       NMC1006712                                      ACTIVE        80
    FL #17         1/3/2009                       NMC1006715                                      ACTIVE        80
    FL #18         1/3/2009                       NMC1006716                                      ACTIVE        80
    FL #19         2/3/2009                       NMC1006717                                      ACTIVE        80
    FL #20        11/10/2012                      NMC1087286                       188202         ACTIVE        80
    FL #21         2/3/2009                       NMC1006718                                      ACTIVE        80
    FL #22         2/3/2009                       NMC1006719                                      ACTIVE        80
    FL #23         2/3/2009                       NMC1006720                                      ACTIVE        80
    FL #24         2/3/2009                       NMC1006721                                      ACTIVE        80
    FL #26         2/3/2009                       NMC1006741                                      ACTIVE        80
    FL #27         2/3/2009                       NMC1006742                                      ACTIVE        80
    FL #28         2/3/2009                       NMC1006743                                      ACTIVE        80
    FL #29         2/3/2009                       NMC1006744                                      ACTIVE        80
    FL #30         2/3/2009                       NMC1006745                                      ACTIVE        80
    FL #31         2/3/2009                       NMC1006746                                      ACTIVE        80
    FL #37         3/4/2009                       NMC1006752                                      ACTIVE        80
    FL #90        11/10/2012                      NMC1087287                       188203         ACTIVE        80
    FLS 1         12/22/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 2         12/22/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 3         12/22/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 4         12/22/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                 FILED

                                      A-1
<PAGE>
    FLS 5         12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 6         12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 7         12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 8         12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 9         12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 10        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 11        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 12        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 13        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 14        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 15        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    FLS 16        12/23/2015                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 0010        1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 0012        1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 0016        1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 0018        1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 1          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 2          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 3          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 4          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 5          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 6          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 7          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
     Li 8          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED

                                      A-2
<PAGE>
     Li 9          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 10          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 11          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 12          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 13          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 14          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 15          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 16          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 17          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 18          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 19          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 20          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 22          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 24          1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 109         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 110         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 111         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 112         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 113         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 114         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 115         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 116         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 117         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 118         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED

                                      A-3
<PAGE>
    Li 119         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 120         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 121         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 122         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 123         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 124         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 125         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 126         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 127         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 128         1/15/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 221         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 222         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 223         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 224         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 225         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 226         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 227         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 228         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 229         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 230         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 231         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 232         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 234         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
    Li 236         1/16/2016                          N/A                            N/A        STAKED NOT      80
                                                                                                  FILED
</TABLE>
                                      A-4
<PAGE>
                                    EXHIBIT B

To that Exploration  Earn-In  Agreement  between LITHIUM CORP., and 1032701 B.C.
LTD., dated effective February 10, 2016.

                                   DEFINITIONS

     A.  "Effective  Date"  shall  mean  the  date on  which  the  Going  Public
Transaction  is  completed,  and approval of the Exchange to the issuance of the
Consideration Shares is received.

     B. "Environmental Laws" shall mean all laws (including rules,  regulations,
codes, plans,  injunctions,  judgments,  orders,  decrees,  rulings, and charges
thereunder) of federal,  state and local  governments (and all agencies thereof)
concerning  pollution or  protection  of the  environment,  reclamation,  public
health and safety,  or employee  health and safety,  including  laws relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants, or chemical,  industrial,  hazardous, or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the existence, manufacture,  processing,  distribution, use, treatment, storage,
disposal, recycling,  transport, or handling or reporting or notification to any
governmental authority in the collection, storage, use, treatment or disposal of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or wastes.

     C.  "Environmental  Liabilities"  shall mean any liability  arising out of,
based  on or  resulting  from (i) the  presence,  release,  threatened  release,
discharge  or  emission  into the  environment  of any  Hazardous  Materials  or
substances  existing  or  arising  on,  beneath or above  such  property  and/or
emanating  or  migrating  and/or  threatening  to emanate  or migrate  from such
property to other  properties;  (ii) disposal or treatment of or the arrangement
for the disposal or treatment of Hazardous Materials  originating or transported
from such property to an off-site treatment, storage or disposal facility, (iii)
physical  disturbance of the  environment on or from such property;  or (iv) the
violation  or alleged  violation  of any  Environmental  Laws  relating  to such
property.

     D. "Exchange" shall mean any of the Toronto Stock Exchange, the TSX Venture
Exchange,  and the Canadian Securities  Exchange,  and following completion of a
Going Public  Transaction  shall refer to the public stock exchange on which the
Going Public Transaction was completed.

     E. "Exploration and Development  Expenses" shall mean and include all costs
or fees,  expenses,  liabilities  and  charges  paid,  incurred  or  accrued  by
Purchaser  which are related to exploration  activities on or for the benefit of
the Property, including without limitation:

     1.  All  costs  and  expenses   incurred  in  conducting   exploration  and
prospecting activities on or in connection with the Property, including, without
limitation,   the  active   pursuit  of   required   federal,   state  or  local
authorizations  or  permits  and  the  performance  of  required   environmental
protection or  reclamation  obligations,  the  negotiation  and  performance  of
desirable  agreements  with local  communities  or  governments,  the  building,
maintenance and repair of roads,  drill site  preparation,  drilling,  tracking,
sampling,  trenching,  digging test pits,  shaft sinking,  acquiring,  diverting
and/or transporting water necessary for exploration,  logging of drill holes and

                                      B-1
<PAGE>
drill core, completion and evaluation of geological, geophysical, geochemical or
other  exploration data and preparation of interpretive  reports,  and surveying
and laboratory costs and charges (including assays or metallurgical analyses and
tests);

     2. All expenses  incurred in  conducting  development  activities  on or in
connection with the Property,  the active pursuit of required federal,  state or
local  authorization  or permits,  the negotiation and performance of agreements
with local communities, and the performance of required environmental protection
or reclamation  obligations,  pre-stripping and stripping,  the construction and
installation  of a  mill,  leach  pads or  other  beneficiation  facilities  for
valuable  minerals,  and  other  activities,  operations  or work  performed  in
preparation for the removal or testing of valuable minerals from the Property;

     3.  All  costs of  Purchaser  in  acquiring  additional  interests  in real
property  within the Area of  Interest,  to the  extent  such  interests  become
subject to this  Agreement,  including  without  limitation  costs and  expenses
incurred by Purchaser in conducting  negotiations and due diligence,  attorneys'
fees and all  amounts  paid by  Purchaser  to third  parties in  acquiring  such
interests,  and costs incurred by Lithium with the advance approval of Purchaser
and reimbursed by Purchaser;

     4. All costs incurred in performing any reclamation or other restoration or
clean-up  work  required by any  federal,  state or local agency or authority or
agreements  with the  same or  local  communities,  and all  costs of  insurance
obtained or in force to cover activities  undertaken by or on Purchaser's behalf
on the Property;

     5.  Salaries,  wages,  expenses  and benefits of  Purchaser's  employees or
consultants engaged in operations  directly relating to the Property,  including
salaries  and  fringe  benefits  of those who are  temporarily  assigned  to and
directly  employed on work relating to the Property for the periods of time such
employees are engaged in such activities and reasonable  transportation expenses
for all such employees to and from their regular place of work to the Property;

     6. All costs incurred in connection with the preparation of pre-feasibility
or feasibility studies, Bankable Feasibility Studies, and economic and technical
analyses  pertaining  to the  Property,  whether  carried out by Purchaser or by
third parties under contract with Purchaser;

     7. Taxes and assessments,  other than income taxes, assessed or levied upon
or against the Property or any  improvements  thereon situated thereon for which
Purchaser is responsible or for which Purchaser reimburses Lithium;

     8. Costs of material, equipment and supplies acquired, leased or hired, for
use  in  conducting  exploration  or  development  operations  relating  to  the
Property;  provided,  however,  that  equipment  owned and supplied by Purchaser
shall be  chargeable  at rates no greater than  comparable  market  rental rates
available in the area of the Property;

     9. Costs and expenses of establishing and maintaining field offices,  camps
and housing facilities;

                                      B-2
<PAGE>
     10. Costs  incurred by Purchaser in examining  and curing title to any part
of the Property, in maintaining the Property, whether through the performance of
assessment work, the payment of claim  maintenance fees or otherwise,  in making
required payments or performing other required  obligations under any underlying
agreements, in exercising options or rights to acquire portions of the Property,
or in  satisfying  surface  use  or  damage  obligations  to  landowners,  or in
conducting any analyses of the environmental conditions at the Property.

     F.  "Going  Public  Transaction"  means (a) a listing of the  common  share
capital of the Purchaser on the Exchange;  (b) the  acquisition of the Purchaser
by an existing company listed on the Exchange, such that the resulting effect is
that holders of the common share capital of the Purchaser  receive shares in the
capital of the resulting  public company;  (c) the assignment or transfer of the
rights  granted  under this  Agreement by the  Purchaser to an existing  company
listed on the Exchange;  or (d) any other type of transaction  whatsoever  which
results in the  current  holders of the common  share  capital of the  Purchaser
receiving  shares of a company  listed on the  Exchange  in  exchange  for their
existing  shares of the Purchaser,  or which results in the rights granted under
this Agreement being held by a company listed on the Exchange.

     G.  "Hazardous  Materials"  means any substance:  (a) the presence of which
requires   reporting,   investigation,   removal   or   remediation   under  any
Environmental  Law;  (b) that is  defined as  "dangerous  goods",  a  "hazardous
waste," "hazardous substance," "extremely hazardous substance" or "pollutant" or
"contaminant"  under  any  Environmental  Law;  (c)  that is  toxic,  explosive,
corrosive,   flammable,   ignitable,    infectious,    radioactive,    reactive,
carcinogenic,  mutagenic  or  otherwise  hazardous  and is  regulated  under any
Environmental  Law; (d) the presence of which on a property  causes or threatens
to cause a nuisance  upon the  property  or to adjacent  properties  or poses or
threatens  to pose a hazard to the  health or safety of  persons on or about the
property; (e) that contains gasoline,  diesel fuel or other liquid hydrocarbons;
or (f) that contains PCBs, asbestos or urea formaldehyde foam insulation.

     H. "Resulting  Issuer" means the resulting  public  company,  listed on the
Exchange, following completion of a Going Public Transaction.

                                      B-3
<PAGE>
                                    EXHIBIT C

To that Exploration  Earn-In  Agreement  between LITHIUM CORP., and 1032701 B.C.
LTD., dated effective February 10, 2016.

                           NET SMELTER RETURNS ROYALTY

     1. Calculation.

     (a) As used herein, "Payor" means the Party obligated to pay the Production
Royalty (and its successors  and assigns),  and "Payee" means the Party entitled
to receive the Production Royalty (and its successors and assigns).

     (b) As used herein,  "Net Smelter Returns" means the Gross Returns from any
and all  ores,  metals,  minerals  and  materials  of every  kind and  character
("Valuable Minerals") found in, on or under the Claims, (as such term is defined
in the  Agreement to which this Exhibit Cis  attached)  extracted,  produced and
sold or deemed to have been sold from the Claims, less all Allowable Deductions.

     (c) As used  herein,  "Gross  Returns" has the  following  meanings for the
following categories of Valuable Minerals:

     (i) If Payor  causes  refined  gold that  meets or  exceeds  the  generally
accepted commercial  standards for refined gold to be produced by an independent
third-party   refinery  from  ores  mined  from  the  Claims,  for  purposes  of
determining  the  Production  Royalty,  the refined gold shall be deemed to have
been sold in the calendar  month in which it was produced at the refinery at the
Monthly  Average Gold Price for that month.  The Gross  Returns from such deemed
sales shall be determined by multiplying Gold Production during the month by the
Monthly Average Gold Price. As used herein, "Gold Production" means the quantity
of refined gold that is outturned to Payor's  account by the refinery during the
calendar month on either a provisional or final settlement  basis. If outturn of
refined gold is made by the refinery on a provisional  basis,  the Gross Returns
shall be based  upon the  amount of such  provisional  settlement,  but shall be
adjusted in  subsequent  statements  to account for the amount of refined  metal
established  by final  settlement  by the  refinery.  As used  herein,  "Monthly
Average Gold Price" means the average  London Bullion  Market  Association  P.M.
Gold Fix,  calculated  by dividing  the sum of all such prices  reported for the
month by the number of days for which such prices were  reported.  If the London
Bullion  Market  Association  P.M. Gold Fix ceases to be published,  the Monthly
Average Gold Price shall be  determined  by reference to prices for refined gold
for immediate delivery in the most nearly comparable established market selected
by Payor as such prices are published in "Metals Week" or a similar publication.

     (ii) If Payor  causes  refined  silver that meets or exceeds the  generally
accepted  commercial   standards  for  refined  silver  to  be  produced  by  an
independent third-party refinery from ore mined from the Claims, for purposes of
determining the Production  Royalty,  the refined silver shall be deemed to have
been sold in the calendar month in which it was produced at the Monthly  Average
Silver Price for that month.  The Gross  Returns from such deemed sales shall be

                                      C-1
<PAGE>
determined by  multiplying  Silver  Production  during the calendar month by the
Monthly Average Silver Price. As used herein, "Silver Production" shall mean the
quantity of refined silver that is outturned to Payor's  account by the refinery
during the calendar month on either a provisional or final settlement  basis. If
outturn of refined  silver is made by the refinery on a provisional  basis,  the
Gross Returns shall be based upon the amount of such provisional settlement, but
shall be adjusted in subsequent  statements to account for the amount of refined
metal established by final settlement by the refinery. As used herein,  "Monthly
Average  Silver Price" shall mean the average New York Silver Price as published
daily by Handy &  Harman,  calculated  by  dividing  the sum of all such  prices
reported for the calendar month by the number of days for which such prices were
reported.  If the Handy & Harman quotation  ceases to be published,  the Monthly
Average  Silver  Price shall be  determined  by  reference to prices for refined
silver for immediate  delivery in the most nearly comparable  established market
selected by Payor as published in "Metals Week" or a similar publication.

     (iii) If Payor sells  refined  metals  (other than refined gold and refined
silver),  dore or concentrates  produced from Valuable Minerals from the Claims,
the  Gross  Returns  for such  refined  metals  shall be the  proceeds  actually
received  by Payor  from their  sale.  If such  sales are to an  Affiliate,  the
refined metals, dore, or concentrates shall be deemed, solely for the purpose of
computing  Gross  Returns,  to have  been  sold at  prices  and on terms no less
favorable  to Payor than those  which  would have been  received  under  similar
circumstances  from an  unaffiliated  third party.  As used herein,  "Affiliate"
means  any  person,  partnership,  limited  liability  company,  joint  venture,
corporation, or other form of enterprise which Controls, is Controlled by, or is
under common Control with Purchaser,  and "Control" means the ability,  directly
or  indirectly  through  one or more  intermediaries,  to  direct  or cause  the
direction of the management and policies of such entity through (A) the legal or
beneficial ownership of voting securities or membership interests; (B) the right
to appoint  managers,  directors  or corporate  management;  (C)  contract;  (D)
operating agreement; (E) voting trust; or (F) otherwise.

     (d) As used  herein,  "Allowable  Deductions"  means the  following  costs,
charges, and expenses incurred or accrued by Payor:

     (i) If Payor  sells or is  deemed  to have  sold  refined  gold or  refined
silver:

          (A) all costs,  charges and expenses for smelting and refining dore or
     concentrates  to produce  the  refined  gold or refined  silver  (including
     handling,  processing, and provisional settlement fees, sampling,  assaying
     and representation costs, penalties, and other processor deductions);

          (B)  all  costs,   charges,  and  expenses  for  weighing,   sampling,
     determining  moisture  content  and  packaging  Valuable  Minerals  and for
     loading and transportation of ores, minerals, dore or concentrates from the
     Claims to the refinery or smelter and then to the place of sale  (including

                                      C-2
<PAGE>
     freight, insurance, security, transaction taxes, handling, port, demurrage,
     delay,  and forwarding  expenses  incurred by reason of or in the course of
     such transportation); and

     (C) actual sales and brokerage costs incurred by Payor.

     (ii) If Payor sells  refined  metals  (other than  refined  gold or refined
silver), dore, concentrate or ores:

          (A) all costs, charges, and expenses for (I) beneficiation, processing
     or treatment of such  materials at any plant or facility not owned by Payor
     and (II)  smelting  or  refining  to  produce  a refined  metal  (including
     handling,  processing, and provisional settlement fees, sampling,  assaying
     and representation costs, penalties, and other processor deductions);

          (B)  all  costs,   charges,  and  expenses  for  weighing,   sampling,
     determining  moisture  content  and  packaging  Valuable  Minerals  and for
     loading and transportation of ores, minerals,  dore,  concentrates or other
     products  from the Claims (I) to the place of sale, or (II) if such ores or
     other materials are beneficiated, processed, treated, smelted or refined at
     any plant or facility  more than five (5) miles from the exterior  boundary
     of the  Claims,  to such  plant of  facility  and then to the place of sale
     (including freight, insurance, security, transaction taxes, handling, port,
     demurrage,  delay, and forwarding  expenses incurred by reason of or in the
     course of such transportation); and

          (C) actual sales and brokerage costs.

     (iii) All royalties payable to any governmental  agency and all sales, use,
severance,  Nevada net proceeds of mines and ad valorem  taxes and any other tax
or governmental levy or fee on or measured by mineral production from the Claims
(other than taxes based on income).

     (e) Payor shall have the right to market and sell or refrain  from  selling
refined gold,  refined silver and other mineral  products from the Claims in any
manner it may  elect,  including  the right to engage in forward  sales,  future
trading or commodity options trading, and other price hedging, price protection,
and  speculative  arrangements  ("Trading  Activities")  which may  involve  the
possible  delivery of gold,  silver or other  mineral  products from the Claims.
With respect to Production  Royalty  payable on refined gold and refined  silver
and any other Valuable  Minerals,  Payee shall not be entitled to participate in
the proceeds or be obligated to share in any losses  generated by Payor's actual
marketing or sales practices or by its Trading Activities and no such profits or
losses shall be included in Gross Returns.

     2. Manner of Payment. Production Royalty payments shall be paid by Payor to
Payee (or notice of a credit  against  Production  Royalties  as provided  above
shall be given to Payee) on or before  thirty (30) days  following  the calendar
quarter  during which Payor shall have  received  payment for Valuable  Minerals
sold by Payor or during  which  Valuable  Minerals  are deemed  sold as provided
above.  Production  Royalties  shall  accrue to Payee's  account upon such final
payment or upon being credited to the account of Payor by the smelter,  refinery
or other  ore buyer to Payor for the  Valuable  Minerals  sold and for which the

                                      C-3
<PAGE>
Production Royalty is payable.  All Production Royalty payments shall be made at
Payor's  election by Payor's check or by wire transfer.  All Production  Royalty
payments shall be  accompanied  by a statement and settlement  sheet showing the
quantities and grades of Valuable  Minerals mined and sold from the Claims,  the
proceeds of sales, cost, assays and analyses, and other pertinent information in
reasonably  sufficient  detail to  explain  the  calculation  of the  Production
Royalty payment.

     3. Payments;  Where Made. All payments hereunder shall be sent by certified
U.S. mail to Payee at its address as set forth above,  or by wire transfer to an
account  designated by and in accordance with written  instructions  from Payee.
The date of placing such payment in the United States mail by Payor, or the date
the wire  transfer  process  is  initiated,  shall be the date of such  payment.
Payments  by  Payor  in  accordance   herewith  shall  fully  discharge  Payor's
obligation  with  respect  to such  payment,  and  Payor  shall  have no duty to
otherwise  apportion or allocate any payment due to Payee or its  successors  or
assigns.

     4. Audits; Objections to Payments. Payee, at its sole election and expense,
shall  have the  right  to  perform,  not more  frequently  than  once  annually
following the close of each calendar year, an audit of Payor's accounts relating
to payment of the Production Royalty hereunder by any authorized  representative
of Payee.  Any such inspection  shall be for a reasonable  length of time during
regular  business hours, at a mutually  convenient  time, upon at least five (5)
business days prior written  notice by Payee.  All royalty  payments made in any
calendar year shall be considered  final and in full accord and  satisfaction of
all obligations of Payor with respect thereto, unless Payee gives written notice
describing  and setting forth a specific  objection to the  calculation  thereof
within six (6) months  following the close of the annual audit for that calendar
year.  Payor shall  account for any agreed upon deficit or excess in  Production
Royalty  payments  made to Payee by adjusting the next  quarterly  statement and
payment following completion of such audit to account for such excess.

     5. Conduct of Operations.  Payor shall have the sole and exclusive  control
of all  operations  on or for  the  benefit  of the  Claims,  and of any and all
equipment, supplies, machinery, and other assets purchased or otherwise acquired
or under its control in  connection  with such  operations.  Payor may carry out
such operations on the Claims as it may, in its sole discretion, determine to be
warranted,  so  long  as  such  operations  are  conducted  in  accordance  with
procedures  acceptable  in the mining and  metallurgical  industry.  The timing,
nature, manner and extent of any exploration,  development, mining or processing
operations carried out or in connection with the Claims shall be within the sole
discretion of Payor, and there shall be no implied covenant  whatsoever to begin
or continue  any such  operations.  If Payor at any time,  and from time to time
after commencing  operations,  desires to shut down, suspend or cease operations
for any reason,  it shall have the right to do so. Payor may use and employ such
methods of mining as it may desire or find most  profitable.  Payor shall not be
required  to mine,  preserve,  or  protect in its  mining  operations  any ores,
leachates,  precipitates,  concentrates  or other products  containing  Valuable
Minerals which cannot be mined or shipped at a reasonable  profit to Payor.  Any
decision  as to the  time,  manner  and  form,  if any,  in which  ores or other
products  containing  Valuable Minerals are to be sold shall be made by Payor in
its sole discretion.

     6. Ore Processing. All determinations with respect to: (a) whether ore from
the Claims will be  beneficiated,  processed or milled by Payor or sold in a raw
state; (b) the methods of beneficiating, processing or milling any such ore; (c)

                                      C-4
<PAGE>
the constituents to be recovered  therefrom,  and (d) the purchasers to whom any
ore, minerals or mineral  substances  derived from the Claims may be sold, shall
be made by Payor in its sole and absolute discretion.

     7. Ore Samples.  The mineral  content of all ore mined and removed from the
Claims (but excluding ore leached in place) and the  quantities of  constituents
recovered  by Payor shall be  determined  by Payor,  or with respect to such ore
which is sold,  by the mill or smelter to which the ore is sold,  in  accordance
with standard  sampling and analysis  procedures,  and shall be weighted average
based on the total  amount of ore from the Claims  crushed and  sampled,  or the
constituents  recovered,  during an entire  calendar  quarter.  Upon  reasonable
advance   written  notice  to  Payor,   Payee  shall  have  the  right  to  have
representatives  present  at the time  samples  are  taken  for the  purpose  of
confirming  that the sampling and analysis  procedure is standard and acceptable
according to accepted industry practices.

     8.  Commingling  of Ores.  Payor shall have the right to mix or  commingle,
either  underground,  at the surface, or at processing plants or other treatment
facilities,  any material  containing  Valuable Minerals mined or extracted from
the Claims with ores or material  derived from other lands or properties  owned,
leased or controlled by Payor; provided, however, that before commingling, Payor
shall  calculate from  representative  samples the average grade of the ore from
the Claims and shall either weigh or volumetrically calculate the number of tons
of ore from the Claims to be  commingled.  As  products  are  produced  from the
commingled ores, Payor shall calculate from  representative  samples the average
percentage  recovery of products  produced from the commingled  ores during each
month.  In obtaining  representative  samples,  calculating the average grade of
commingled ores and average percentage of recovery, Payor may use any procedures
acceptable in the mining and  metallurgical  industry which Payor believes to be
accurate and cost-effective for the type of mining and processing activity being
conducted, and Payor's choice of such procedures shall be final and binding upon
Payee.  In  addition,  comparable  procedures  may be used by Payor to apportion
among the commingled  ores any penalty charges imposed by the smelter or refiner
on commingled  ores or  concentrates.  The records  relating to commingled  ores
shall be available  for  inspection by Payee,  at Payee's sole  expense,  at all
reasonable times, and shall be retained by Payor for a period of two (2) years.

     9.  Waste  Rock,  Spoil and  Tailings.  Any ore,  mine  waters,  leachates,
pregnant liquors,  pregnant slurries,  and other products or compounds or metals
or minerals mined from the Claims shall be the property of Payor, subject to the
Production Royalty as provided for in Section 1. The Production Royalty shall be
payable  only on metals,  ores,  or minerals  recovered  prior to the time waste
rock, spoil,  tailings, or other mine waste and residue are first disposed of as
such,  and Payor  shall be free to use or dispose  of such waste and  residue in
whatever  manner it sees fit in its sole  discretion.  Payor shall have the sole
right to dump,  deposit,  sell, dispose of, or reprocess such waste rock, spoil,
tailings,  or other mine wastes and  residues,  and Payee shall have no claim or
interest  therein  other than for the payment of the  Production  Royalty to the
extent any Valuable Minerals are produced and sold therefrom.

     10. No  Covenants.  The parties agree that in no event shall Payor have any
duty or obligation, express or implied, to explore for, develop, mine or produce
ores,  minerals or mineral substances from the Claims,  and the timing,  manner,
method and amounts of such exploration,  development,  mining or production,  if
any,  shall be in the sole  discretion  of Payor.  Payee  acknowledges  that the

                                      C-5
<PAGE>
expenditures made by Payor to advance  activities on the Claims and the right to
the Production  Royalty are sufficient  consideration  for the conversion of its
Participating  Interest.  None of the provisions of this Section 10 or any other
provision of this Exhibit C shall be deemed to limit or restrict Payor's ability
to sell or otherwise convey or transfer to any third party all or any portion of
Payor's interest in the Claims.

     11. Nature of Payee's  Interest.  The Production  Royalty  payable to Payee
shall payable only on  production  of Valuable  Minerals from the Claims and any
real property  interest within the Area of Interest  acquired during the term of
the joint venture agreement or LLC operating agreement ("AOI Property),  but not
production  from any other  properties  adjacent  to or in the  vicinity  of the
Claims or within the Area of  Interest.  With  respect to the Claims and the AOI
Property,  the Payee shall have only the rights and  incidents of ownership of a
non-executive  royalty  owner.  Payee shall not have any  possessory  or working
interest  in the Claims or the AOI  Property  nor any of the  incidents  of such
interest.  By way of example but not by way of limitation,  Payee shall not have
(a) the right to participate in the execution of applications  for  authorities,
permits or licenses, mining leases, options, farm-outs or other conveyances, (b)
the  right to share  in  bonus  payments  or  rental  payments  received  as the
consideration  for the execution of such leases,  options,  farm-outs,  or other
conveyances,  or (c) the right to enter upon the Claims or the AOI  Property and
prospect  for,  mine,  drill for, or remove ores,  minerals or mineral  products
therefrom.

                                      C-6
<PAGE>
                                    EXHIBIT D

To that Exploration  Earn-In  Agreement  between LITHIUM CORP., and 1032701 B.C.
LTD., dated effective February 10, 2016.

                                AREA OF INTEREST

The area  within  one mile of the outer  border  of the  claims  comprising  the
Property, as defined in the Exploration Earn-In Agreement.

                                      D-1