Lithium Exploration Group, Inc.: Exhibit 10.145 - Filed by newsfilecorp.com





LOAN AGREEMENT 

THIS AGREEMENT is made as the 29th of November, 2017


	BETWEEN: 	 
	 	LITHIUM EXPLORATION GROUP, INC., a
      corporation 
	 	incorporated under the laws of the State of
      Nevada, having an 
	 	office at 4635 S. Lakeshore Dr. Ste 200, Tempe,
      AZ 85282 (the 
	 	“Borrower”) 
	 	 
	AND: 	 
	 	 
	 	Blue Sky Petroleum Inc., a corporation
      incorporated under the 
	 	laws of the State of ______________________
      having an office at 
	 	20701 n Scottsdale Rd Ste 107-227, Scottsdale,
      AZ 85255 (the 
	 	“Lender”) 


WHEREAS: 

	A. 	
      the Borrower wishes to borrow and the Lender wishes to
      lend to the Borrower an aggregate principal amount of USD$15,000 (the
      “Loan”) with 10% interest to be used by the Borrower for general
      corporate and operational purposes; and

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



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

1. LOAN 

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

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

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


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








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

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



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

	 	(a) 	
      April 1, 2018, subject to extension upon mutual agreement
      of the Lender and Borrower; or

	 	 	 
	 	(b) 	
      an Event of Default occurring
hereunder.



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

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

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

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

2. REPRESENTATIONS AND WARRANTIES 

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

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

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








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

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

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

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

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

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

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



3. COVENANTS 

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


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

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

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








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

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

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

	 	 	 
	 	(g) 	
      pay all taxes and claims when
due.



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

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

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

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

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

	 	 	 
	 	(e) 	
      materially change its business.



4. EVENTS OF DEFAULT 

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

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

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

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








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



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

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

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



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

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

5. GENERAL 

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


5.2 Independent Legal Advice. The Borrower acknowledges
that: 

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








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

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

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

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

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



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

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

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

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

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

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

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




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

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

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

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

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

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


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

[THIS PART LEFT INTENTIONALLY BLANK] 




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

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


LITHIUM EXPLORATION GROUP, INC. 
 

BLUE SKY PETROLEUM INC 

	Per: 		 
	 	Authorized Signatory 	 






SCHEDULE “A” 

PROMISSORY NOTE

November 29, 2017 

	TO: 	BLUE SKY PETROLEUM INC(the
      “Lender”) 
	  	20701 n Scottsdale Rd Ste 107-227 
	  	Scottsdale, AZ 85255 


FOR VALUE RECEIVED, Lithium Exploration Group,
Inc. (the “Borrower”) acknowledges itself indebted and promises to
pay to, or to the order of, the Lender at the address indicated above the sum of
fifteen thousand dollars (USD$15,000) (the “Principal Sum”), together
with interest on the outstanding balance of the Principle Sum from time to time
at the rate equal to 10% PER ANNUM, both before and after
maturity, on April 1st 2018, subject to any restrictions on such demand as set
out in a Loan Agreement between the Lender and the Borrower dated as of November
29th, 2017. Interest shall be payable monthly, in arrears commencing on the date
of the advance of any amount in the Principal Sum. 

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

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

DATED this 29th day of November, 2017. 

LITHIUM EXPLORATION GROUP, INC.