Lithium Exploration Group, Inc.: Exhibit 10.146 - Filed by newsfilecorp.com





DEBT SETTLEMENT AGREEMENT 

THIS DEBT SETTLEMENT AGREEMENT (the “Agreement”)
is made as of the 11th day of January, 2018 

AMONG: 


	Louis Feld, with an address at 
	 
	 
	(the "Holder") 



AND: 


	LITHIUM EXPLORATION GROUP,
      INC., a Nevada 
	corporation with offices at 4635 S Lakeshore Dr. Tempe, AZ
    
	85282 
	 
	(the "Company") 



WHEREAS: 

	A. 	
      The Company and the Holder have entered into a Securities
      Purchase Agreement dated

	 	 
		
      February 6, 2015(the “SPA”) pursuant to which the
      Company has issued to the Holder a Convertible Promissory Note dated
      February 6, 2015 in the aggregate principal amount of $88,500 (the
      “Note”).

	 	 
	B. 	
      Further to the occurrence of certain “Events of Default”
      (as defined in the Note), which have resulted in the temporary inability
      of the Holder to exercise its right of conversion, certain penalties have
      accrued pursuant to the Note, the amount of which remains in
    dispute;

	 	 
	C. 	
      As at the date hereof, the Company is indebted to the
      Holder in the principal amount of approximately US$25,000 pursuant to the
      Terms of the SPA and the Note, plus accrued and unpaid interest, and
      penalties in the aggregate amount of $250,000 (collectively the

	 	 
		
      “Debt”);

	 	 
	D. 	
      The Holder and the Company have determined that it is in
      their mutual best interest to settle Debt, and any and all claims related
      to the SPA and the Note, on the terms and conditions set out in this
      Agreement.



NOW THEREFORE THIS DEBT SETTLEMENT AGREEMENT WITNESSETH
that in consideration of the mutual covenants and agreements contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 





	1. 	
      Upon the terms and subject to the conditions set forth
      herein, the Holder agrees to accept, in full consideration and settlement
      of all outstanding principal, accrued and unpaid interest, penalties, and
      claims in relation to the Note and SPA, the aggregate sum of $124,996 (the
      “Settlement Amount”).

	 	 	 
	2. 	
      The Settlement Amount shall be payable to the Holder as
      follows:

	 	 	 
		a. 	
      $25,000 shall be payable in cash (“Initial
      Payment”) within 45 days from the date of this Agreement (“Cash
      Payment Date”), if the Initial Payment is not paid to Holder on or
      before the Payment Date, then Holder will be entitled to convert the
      Initial Payment amount into common stock at anytime in accordance with the
      conversion provisions set forth in Section 2 b. below;

	 	 	 
		b. 	
      $99,996 shall be payable in common shares (the
      “Settlement Shares”) of the Company, payable in six equal and
      consecutive monthly installments (“Monthly Installments”) of
      $16,666(“Installment Payment Amount”), calculated in accordance
      with the conversion provisions of the Note (but without regard to the
      default or penalty provisions thereof) on the first trading day of each
      month beginning January, 2018, and deliverable within 4 business days
      thereafter (“Share Delivery Date”). Notwithstanding the foregoing,
      the first two Installment Payment Amounts shall be paid to Holder in
      January 2018 and payment of the remaining four monthly installments shall
      commence on February 1, 2018. For clarity, each monthly installment shall
      consist of a number of common shares calculated by dividing $16,666 (the
      “Conversion Amount”) by the Conversion Price (as defined in the
      Note) that is the lower of (i) 65% of the lowest reported sale price of
      the Company’s common stock for the 20 trading days immediately prior to
      February 3, 2015 or (ii) 65% of the lowest reported sale price of the
      Company’s common stock for the 20 days prior the applicable conversion
      date. In the event that the number of shares to be issued to Holder on any
      conversion exceeds 4.9% of the number of issued and outstanding shares of
      the Company’s common stock, the conversion shall be limited to 4.9% and
      the remaining unconverted Installment Payment Amount shall be paid to the
      Holder in cash on or before the Share Delivery Date related to such
      conversion.

	 	 	 
		c. 	
      Notwithstanding above Section 2 b., (i) in the event that
      the Company is unable to issue all or any portion of the Settlement Shares
      payable to the Holder from time to time, whether by reason of insufficient
      authorized capital, court order, or otherwise, or (ii) the Holder is
      unable to deposit any of the Settlement Shares with a brokerage firm for
      resale as a result of the Company failing to maintain its current
      reporting status with the Securities and Exchange Commission, then the
      Company shall pay each Installment Payment Amount in cash on or before the
      Share Delivery Date related to each such Monthly Installment.

	 	 	 
	3. 	
      Holder’s Releases. Except for the
      obligations imposed by and arising from this Agreement, and effective upon
      Holder’s receipt of all of Initial Payment and each of the Installment
      Payments, Holder and each of his successors and assigns (collectively,
      the








		
      “Holder Releasors”), shall release and discharge
      the Company and its directors, officers, agents, affiliates, parents,
      subsidiaries, successors, related parties and counsel (the “Company
      Released Parties”) of and from any and all liability for claims,
      demands, controversies, liabilities, damages, debts, obligations, costs,
      expenses, attorneys’ fees, and causes of action of any kind and nature, in
      law or in equity, whether known or unknown, or any acts, matters or
      omissions, claims, rights, causes of action, actions, suits, debts, dues,
      sums of money, accounts, reckonings, bonds, bills, obligations, costs,
      expenses, attorneys’ fees, specialties, covenants, contracts,
      controversies, agreements, promises, variances, trespasses, damages,
      judgments, executions and demands whatsoever, in law, admiralty or equity,
      whether known or unknown, which they ever had, now have or hereafter can,
      shall or may have for, upon, or by reason of any matter, cause or thing
      whatsoever from the beginning of the world to the date of this Agreement.
      Upon Holder’s receipt of the Initial Payment and all of the Monthly
      Installment payments, the Holder Releasors agree to be permanently and
      finally enjoined from commencing or prosecuting any actions or other
      proceedings, asserting any and all such claims either directly,
      indirectly, representatively, derivatively, or in any other capacities
      against the Company Released Parties hereunder as it relates to the Note
      and the SPA

	 	 
	4. 	
      Company’s Releases. Except for the
      obligations imposed by and arising from this Agreement and effective upon
      payment of the Initial Payment and each of the Monthly Installment
      payments, the Company and all of its current and former successors,
      predecessors, affiliated entities, parents, subsidiaries, successors,
      related parties, and all parties acting in concert with the Company
      (collectively, the “Company”), shall release and discharge the
      Holder Releasors and its counsel (collectively, the “Holder Released
      Parties”), of and from any and all liability for claims, demands,
      controversies, liabilities, damages, debts, obligations, costs, expenses,
      attorneys’ fees, and causes of action of any kind and nature, in law or in
      equity, whether known or unknown, or any acts, matters or omissions,
      claims, rights, causes of action, actions, suits, debts, dues, sums of
      money, accounts, reckonings, bonds, bills, obligations, costs, expenses,
      attorneys’ fees, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments,
      executions and demands whatsoever, in law, admiralty or equity, whether
      known or unknown, which they ever had, now have or hereafter can, shall or
      may have for, upon, or by reason of any matter, cause or thing whatsoever
      from the beginning of the world to the date of this Agreement. Upon
      payment of the Initial Payment and all of the Monthly Installment
      payments, the Company Releasors agree to be permanently and finally
      enjoined from commencing or prosecuting any actions or other proceedings,
      asserting any and all such claims either directly, indirectly,
      representatively, derivatively, or in any other capacities against the
      Holder Released Parties hereunder.

	 	 
	5. 	
      Warranties and Representations. Other than as set
      forth in this Agreement, no Party has received nor relied upon any oral or
      written representation, statement or communication of any other party or
      party representative regarding any past or present fact, circumstance,
      condition, state of affairs, legal effect, or promise of future action.
      Each Party has been represented by counsel of its choice in negotiating,
      preparing and executing this Agreement and its
terms.








	6. 	
      Notice. Any notice in connection with this
      Agreement shall be given, by email and by certified mail, to each of the
      following individuals:




	For Holder: Louis Feld 
	_______________________
	_______________________
	[_________________].com 



	For the Company: Alex Walsh, CEO 
	4635 S Lakeshore Dr Ste 200 
	Tempe, AZ 85282 
	aw@lithiumexplorationgroup.com 



	7. 	
      No Admission of Liability. This Agreement is
      entered into as a good faith compromise among the Parties for the complete
      and final settlement of any and all claims, disputes and causes of action
      among them. By this settlement, no Party admits liability to any other
      Party in any respect (other than the obligations set forth in this
      Agreement), or makes any admission as to factual or legal contentions
      relating to the matters settled herein.

	 	 
	8. 	
      No Assignment or Transfer. The Parties warrant and
      represent to each other that none of them has heretofore assigned or
      transferred to any person not a party to this Agreement any claims that
      are subject to the Releases referenced herein or any portion thereof and
      each shall defend, indemnify, and hold harmless the other from and against
      any claim

	 	 
		
      (including the payment of attorneys’ fees and costs
      actually incurred whether or not litigation is commenced) based on or in
      connection with or arising out of any such assignment or transfer made,
      purported, or claimed.

	 	 
	9. 	
      Jointly Drafted. This Agreement shall be treated
      as jointly drafted, and will not be construed against any Party as
      drafter. This Agreement provides no rights to any third party except to
      the extent expressly set forth herein.

	 	 
	10. 	
      Entire Agreement. This Agreement constitutes the
      entire agreement among the Parties on the subjects addressed herein. No
      supplement, modification, amendment, waiver or termination of this
      Agreement shall be binding unless executed in writing by the Parties to be
      bound thereby. No contrary or supplementary oral agreement shall be
      admissible in a court to contradict, alter, supplement, or otherwise
      change the meaning of this Agreement. The Parties acknowledge and
      expressly agree that the provisions of this Agreement are fair, adequate
      and reasonable, are fully satisfactory to each of them, and are not
      unconscionable to their respective best interests as they perceive those
      interests.

	 	 
	11. 	
      Execution in Counterparts. This Agreement may be
      executed in any number of counterparts each of which, when executed and
      delivered, shall be deemed an original and all of which together shall
      constitute but one and the same agreement. The signatories executing this
      Agreement represent and warrant that they are authorized
  to








		
      execute this Agreement on behalf of the Parties and
      entities for whom they sign and in the capacities set forth below.
      Signatures obtained by facsimile, email in PDF or similar format, or other
      electronic means shall be deemed to be original signatures.

	 	 
	12. 	
      Company Default; Attorneys’ Fees and Costs.
      In the event that the Company fails to make any of the payments or deliver
      the shares to Holder as set forth in Section 2 above in accordance with
      the timeframes set forth therein for the Initial Payment or delivery of
      shares (“Payment Default”), the Company agrees that it shall be
      liable to pay the Holder the full amount of the Debt, less any payments
      made to Holder in accordance with this Agreement. The Company shall have
      one (1) business day to remedy any such Payment Default after its email
      receipt of notice of a Payment Default (such e-mail notice to be deemed
      delivered to the Company when sent by Holder to the e-mail address set
      forth in Section 6 above for the Company). The Company agrees that in any
      action to enforce this Agreement arising from a Payment Default, if Holder
      prevails in such action, the Company shall be required to pay Holder’s
      reasonable fees and costs, including attorney’s fees.

	 	 
	13. 	
      Governing Law; Venue; Service. This Agreement is
      to be governed by the laws of the State of New Jersey without regard to
      principles of conflicts of law. Venue shall be exclusively in the courts
      located in Newark, New Jersey. In addition to any other method of service
      allowed under applicable law, the Parties consent to service of any papers
      in connection with this Agreement through the method provided in Paragraph
      6 of this Agreement.



IN WITNESS WHEREOF the parties hereto have hereunto
executed this Debt Settlement Agreement by its officers duly authorized on their
behalf effective as of the day and year first above written. 

	 	 
	Louis Feld 	 


LITHIUM EXPLORATION GROUP, INC. 


	 	 
	Name: Alex Walsh 	 
	Title: CEO & Director