Lithium Exploration Group, Inc.: Exhibit 10.143 - Filed by newsfilecorp.com





STOCK PURCHASE AGREEMENT 

This STOCK PURCHASE AGREEMENT, dated as of October 9, 2017, by
and between the Seller, Alta Disposal Ltd. (hereinafter referred to as the
“Seller”), and the Buyer, Maxwell Mercantile Inc. (hereinafter referred
to as the “Buyer”). 

WITNESSETH: 

WHEREAS, Buyer desires to purchase (the “Purchase”)
in aggregate 800,000 shares (the “Shares”) of common stock, par value
$0.001 per share (the “Common Stock”), of First Reef Energy Inc., (the
“Company”), from the Seller for an aggregate purchase price of
CDN$100,000 and the Seller desires to sell the Shares to the Buyer; 

NOW, THEREFORE, in consideration of the promises and the
mutual covenants, representations and warranties contained herein, the parties
hereto do hereby agree as follows: 

	1. 	
      SALE OF SHARES. Subject to the terms and
      conditions of this Agreement, at the Closing (as defined in Section 2.1
      below) to be held pursuant to Section 2 below, the Seller shall sell,
      assign, transfer, convey and deliver to Buyer, and Buyer shall purchase
      and acquire from the Seller, good and marketable title to the Shares, free
      and clear of all mortgages, liens, encumbrances, claims, equities and
      obligations to other persons of every kind and character. The purchase
      price for the Shares shall be an aggregate of CDN$100,000 (the
      “Purchase Price”).

	 	 
	2. 	
      THE CLOSING

		2.1. 	
      Place and Time. The closing of the sale and
      purchase of the Shares (the “Closing”) shall take place on or
      before October 10, 2017 (the “Closing Date”) and time as the
      parties shall so agree.

		2.2. 	
      Deliveries by the Seller. The Seller shall
      deliver the following to the Buyer, certificates representing the 800,000
      Shares, duly registered in the name of the Seller b) signature pages to
      this Agreement. (c) sufficient evidence attached heretoo showing authority
      to enter into this Agreement and to have funds delivered to Lithium
      Exploration Group Inc and not to Alta Disposal Ltd.

		2.3. 	
      Deliveries by the Buyer. At the Closing,
      the Buyer shall deliver to the Seller (a) $CDN90,000 (Purchase Price less
      fees) by direct deposit or Bank wire to the Seller as follows:

			
      Bank Name: Bank of America 
ABA or Routing Number:
      122101706 
Account Number: 457036085325 
SWIFT Code:
  HATRUS44

			
      Beneficiary Name: Lithium Exploration Group Inc.
      
Address: 
4635 S. Lakeshore Dr.

			
      STE 200

			
      Tempe, AZ 85282-7127

	 	 	 
			
      and (b) signature pages to this Agreement.

	 	 	 
	3. 	
      REPRESENTATIONS AND WARRANTIES OF THE SELLER The
      Seller represents, warrants and covenants to and with Buyer, both as of
      the date of this Agreement and as of the date of Closing, as an inducement
      to Buyer to enter into this Agreement and to consummate the transaction
      contemplated hereby as follows:

		3.1. 	
      Authorization of Agreement. The Seller is
      fully able, authorized and empowered to execute and deliver this Agreement
      and any other agreement or instrument contemplated by this Agreement and
      to perform her respective covenants and agreements hereunder and
      thereunder. This Agreement and any such other agreement or instrument,
      upon execution and delivery by the Seller (and assuming due execution and
      delivery hereof and thereof by the other parties hereto and thereto), will
      constitute a valid and legally binding obligation of the Seller,
      enforceable against her in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium, reorganization or similar laws from time to time in effect
      which affect creditors' rights generally and by legal and equitable
      limitations on the availability of specific performance and other equitable remedies against
      the Seller under or by virtue of this Agreement or such other agreement or
  instrument.








		3.2. 	
      Ownership of the Shares. The Seller is the
      record and beneficial owners of the Shares. The Seller holds the Shares
      free and clear of any lien, pledge, encumbrance, charge, security
      interest, claim or right of another other than pursuant to applicable
      securities laws and regulations and has the absolute right to sell and
      transfer the Shares to the Buyer as provided in this Agreement without the
      consent of any other person or entity. Upon transfer of the Shares to
      Buyer hereunder, Buyer will acquire good and marketable title to the
      Shares free and clear of any lien, pledge, encumbrance, charge, security
      interest, claim or right of another other than pursuant to applicable
      securities laws and regulations.

		3.3. 	
      No Breach. Neither the execution and
      delivery of this Agreement nor compliance by the Seller with any of the
      provisions hereof nor the consummation of the transactions and actions
      contemplated hereby will:

			3.3.1. 	
      violate or conflict with any provision of the Articles of
      Incorporation or Bylaws of the Seller;

			3.3.2. 	
      violate or, alone or with notice of the passage of time,
      result in the material breach or termination of, or otherwise give any
      contracting party the right to terminate, or declare a material default
      under, the terms of any agreement or other document or undertaking, oral
      or written to which the Seller is a party or by which the Seller or her
      respective properties or assets may be bound;

			3.3.3. 	
      result in the creation of any lien, security interest,
      charge or encumbrance upon any of the properties or assets of the Seller
      pursuant to the terms of any such agreement or instrument;

			3.3.4. 	
      violate any statute, ordinance, regulation judgment,
      order, injunction, decree or award of any court or governmental or quasi
      governmental agency against, or binding upon the Seller or upon any of her
      respective properties or assets; or

			3.3.5. 	
      violate any law or regulation of any jurisdiction
      relating to the Seller or any of her respective assets or
    properties.

		3.4. 	
      Obligations; Authorizations. The Seller is
      not (i) in violation of any judgment, order, injunction, award or decree
      which is binding on her or any of her assets, properties, operations or
      business which violation, by itself or in conjunction with any other such
      violation, would materially and adversely affect the consummation of the
      transaction contemplated hereby; or (ii) in violation of any law or
      regulation or any other requirement of any governmental body, court or
      arbitrator relating to him, her or it, or to his, her or its assets,
      operations or businesses which violation, by itself or in conjunction with
      other violations of any other law, regulation or other requirement, would
      materially adversely affect the consummation of the transaction
      contemplated hereby.

		3.5. 	
      Consents. All requisite consents of third
      parties, including, but not limited to, governmental or other regulatory
      agencies, federal, state or municipal, required to be received by or on
      the part of the Seller for the execution and delivery of this Agreement
      and the performance of his, her or its respective obligations hereunder
      have been obtained to the Buyer and are in full force and effect. The
      Company and the Seller have fully complied with all conditions of such
      consents.

		3.6. 	
      Independent Legal Advice. Seller
      acknowledges that they have had the opportunity to review this Agreement
      and the transactions contemplated by this Agreement with his, her or its
      own legal counsel and investment and tax advisors. Seller is relying
      solely on such counsel and advisors and not on any statements or
      representations of the Buyer or any of its representatives or agents for
      legal, tax or investment advice with respect to this investment, the
      transactions contemplated by this Agreement or the securities laws of any
      jurisdiction.

	4. 	
      REPRESENTATIONS AND WARRANTIES OF BUYER The Buyer,
      warrants and covenants to and with Seller, both as of the date of this
      Agreement and as of the date of Closing, as an inducement to the Seller to
      enter into this Agreement and to consummate the transaction contemplated
      hereby as follows:

		4.1. 	
      Authorization of Agreement. The Buyer is
      fully able, authorized and empowered to execute and deliver this
      Agreement, and any other agreement or instrument contemplated by this
      Agreement, and to perform his, her or its obligations contemplated hereby
      and thereby. This Agreement, and any such other agreement or instrument,
      upon execution and delivery by Buyer (and assuming
due execution and delivery hereof and thereof by the other
      parties hereto and thereto), will constitute the legal, valid and binding
      obligation of the Buyer, in each case enforceable in accordance with its
      terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, moratorium, reorganization or similar laws from
      time to time in effect which affect creditors' rights generally and by
      legal and equitable limitations on the availability of specific
      performance and other equitable remedies against the Buyer under or by
  virtue of this Agreement or such other agreement or instrument.



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		4.2. 	
      Knowledge and Experience. The Buyer
      acknowledges that they have been encouraged to seek her own legal and
      financial counsel to assist in evaluating this purchase. The Buyer
      acknowledges that Seller has given the Buyer and their counsel, if any,
      access to all information relating to the

			
      Company’s business that they may have requested. The
      Buyer acknowledges they have sufficient business and financial experience,
      and knowledge concerning the affairs and conditions of the Company so that
      they can make a reasoned decision as to this purchase of the Shares and
      are capable of evaluating the merits and risks of this purchase.

		4.3. 	
      No Buyer Defaults. Neither the execution
      and delivery of this Agreement, nor the consummation of the transaction
      contemplated hereby, will (i) violate, conflict with or result in the
      breach or termination of, or otherwise give any other contracting party
      the right to terminate, or constitute a default under the terms of, any
      mortgage, bond, indenture or material agreement to which the Buyer is a
      party or by which the Buyer or any of her respective property or assets
      may be bound or materially affected, (ii) violate any judgment, order,
      injunction, decree or award of any court, administrative agency or
      governmental body against, or binding upon, the Buyer or upon the property
      of the Buyer, or (iii) constitute a violation by the Buyer of any
      applicable law or regulation of any jurisdiction as such law or regulation
      relates to the Buyer or to the property of the Buyer.

		4.4. 	
      No Litigation, Etc. There is no suit,
      action, or legal, administrative, arbitration or other proceeding or
      governmental investigation pending or, to Buyer’s best knowledge,
      threatened against, affecting or which will affect, the property of any
      Buyer.

	5. 	
      PRE-CLOSING COVENANTS AND AGREEMENTS OF THE PARTIES
      The Seller and Buyer hereby covenant and agree that, from the date
      hereof and until the Closing:

		5.1. 	
      No Breach. Each of the parties hereto will
      (i) use its best efforts to assure that all of its respective
      representations and warrants contained herein are true in all material
      respects at and as of the date hereof, and as of the Closing no breach
      shall occur with respect to any of the parties' covenants, representations
      or warranties contained herein that has not been cured by the Closing;
      (ii) not voluntarily take any action or do anything which will cause a
      material breach of or default respecting such covenants, representations
      or warranties; and (iii) promptly notify the other of any event or fact
      which represents a breach or default.

		5.2. 	
      Public Announcements. No party hereunder
      shall, without the express prior written consent of the Company and the
      Buyer, make any announcement or otherwise disclose any information
      regarding this Agreement and/or the transactions contemplated hereby other
      than as required by law or otherwise deemed advisable in counsel's opinion
      to ensure compliance with public disclosure requirements under the federal
      securities laws.

		5.3. 	
      Brokers. The Buyer represents and warrants
      to the Seller that they have not employed any broker, finder or similar
      agent and no person or entity with which the Buyer has had any dealings or
      communications of any kind is entitled to any brokerage, finder's or
      placement fee or any similar compensation in connection with this
      Agreement or the transaction contemplated hereby. The Seller represents
      that they have employed a broker, finder or similar agent who shall be
      entitled to a brokerage, finder's or placement fee or any similar
      compensation in connection with this Agreement or the transaction
      contemplated hereby.

		5.4. 	
      Expenses. Each of the parties hereto agrees
      to bear its own expenses in connection with the negotiation, preparation,
      execution and delivery of this Agreement and the consummation of the
      transaction contemplated hereby.

		5.5. 	
      Further Assurances. Each of the parties
      shall execute such documents or other papers and take such further actions
      as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated in this
  Agreement.



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	6. 	
      SURVIVAL OF REPRESENTATIONS AND
  WARRANTIES

		6.1. 	
      Nature of Statements. All statements
      contained in any exhibit, certificate or other instruments delivered by or
      on behalf of any party hereto pursuant to this Agreement, shall be deemed
      representations and warranties by such party.

		6.2. 	
      Survival of Representations and Warranties.
      Regardless of any investigation at any time made by or on behalf
      of any party hereto or of any information any party may have in respect
      thereof, all covenants, agreements, representations and warranties made
      hereunder or pursuant hereto or in connection with the transaction
      contemplated hereby shall survive the Closing and continue in effect
      through the third anniversary of the Closing.

	7. 	
      MISCELLANEOUS

		7.1. 	
      Successors and Assigns. This Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective heirs, successors and assigns. No assignment of this
      Agreement or of any rights hereunder shall relieve the assigning party of
      any of its obligations or liabilities hereunder.

		7.2. 	
      Waiver; Remedies. No delay on the part of
      the Seller or Buyer in exercising any right, power or privilege hereunder
      shall operate as a waiver thereof, nor shall any waiver on the part of the
      Seller or Buyer of any right, power or privilege hereunder operate as a
      waiver of any other right, power or privilege hereunder, nor shall any
      single or partial exercise of any right, power or privilege hereunder
      preclude any other or further exercise of any other right, power or
      privilege hereunder. The rights and remedies herein provided are
      cumulative and are not exclusive of any rights or remedies which the
      parties hereto may otherwise have at law or in equity.

		7.3. 	
      Entire Agreement. This Agreement
      constitutes the entire agreement between the parties with respect to the
      subject matter hereof and supersedes all prior agreements or
      understandings (in writing, oral or otherwise) of the parties relating
      thereto.

		7.4. 	
      Amendment. This Agreement may be modified
      or amended only by written agreement of the parties hereto.

		7.5. 	
      Counterparts. This Agreement may be
      executed in any number of counterparts and by facsimile, each of which
      shall be deemed an original but all of which together shall constitute a
      single instrument.

		7.6. 	
      Captions. All Section titles or captions
      contained in this Agreement, in any Exhibit referred to herein or in any
      Exhibit annexed hereto are for convenience only, shall not be deemed a
      part of this Agreement and shall not affect the meaning or interpretation
      of this Agreement.

		7.7. 	
      Confidential Information. Each party agrees
      that such party and its representatives will hold in strict confidence all
      information and documents received from the other parties and, if the
      transactions herein contemplated shall not be consummated, each party will
      continue to hold such information and documents in strict confidence and
      will return to such other party all such documents (including the
      documents annexed to this Agreement) then in such receiving party's
      possession without retaining copies thereof, provided, however,
      that (i) each party's obligations under this Section 7.7 to maintain
      such confidentiality shall not apply to any information or documents that
      are in the public domain at the time furnished by the others or that
      become in the public domain thereafter through any means other than as a
      result of any act of the receiving party or of its agents, officers,
      directors or stockholders which constitutes a breach of this Agreement, or
      that are required by applicable law to be disclosed and (ii) in the event
      that a party is requested pursuant to, or required by, applicable law or
      regulation or by legal process to disclose any information, such party can
      comply with such request notwithstanding the terms of this
  section.



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SIGNATURES 

IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered on the day and year first above written. 

 

	 	SELLER: Alta Disposal Ltd. 
	 	 
	 	By: _Alex Walsh 
	 	  
	 	Dated:
      ____________10.5.17__________________________ 
	 	  
	 	  
	 	  
	 	  
	 	BUYER: Maxwell Mercantile Inc. 
	 	  
	 	1350 14th Avenue W. 
	 	Vancouver, B.C. 
	 	V6H1R1 
	 	By: Theodore Konyi CEO 
	 	Dated: October 9, 2017 


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