Lithium Exploration Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





PATENT LICENSE AND ROYALTY AGREEMENT OPTION

     THIS OPTION AGREEMENT (the
"Option Agreement") is made by and between Lithium Exploration Group, Inc
(“LEXG”), a Nevada Corporation (the "Licensee"), and GD Glottech-International,
Limited (“GD”), the current assignee of US patent number 7767159, issued August
8, 2010 (the “Patent”).

RECITALS

	 	A. 	
      The Patent lists Victor Glotov as the inventor, who owns
      all rights, title, and interests in the Patent. Victor Glotov assigned all
      of his rights, title and interest in the Patent to GD.

	 	 	 
	 	B. 	
      On September 30, 2011, GD licensed certain rights in the
      Patent to Glottech-USA, LLC (“GUSA”).

	 	 	 
	 	C. 	
      LEXG entered into two Letter Agreements with GUSA dated
      March 17, 2011 (the “March 17 Agreement”) and November 8, 2011 (the
      “November 8 Agreement”). Pursuant to the terms of the March 17 Agreement
      and November 8 Agreement, GUSA provided LEXG a license to use the
      technology that is the subject of the Patent. In the November 8 Agreement,
      GD assumed GUSA’s obligations contingent in the event that GUSA is unable
      to perform under the November 8 Agreement.

	 	 	 
	 	D. 	
      The license agreement between GD and GUSA may expire on
      August 31, 2012.

	 	 	 
	 	E. 	
      While the Parties maintain hope that the GD-GUSA license
      agreement does not expire, in the event that the license agreement between
      GD and GUSA expires on August 31, 2012, it is the intention of the Parties
      to enter into agreements that provide LEXG with the same licensing and
      distribution rights as provided in the November 8 Agreement. It is further
      the intentions of the Parties that the aforementioned licensing and
      distribution rights will be protected by a patent to be reinstated in
      Canada.



COVENANTS

     NOW THEREFORE, in consideration
for covenants set forth herein and for other consideration, the sufficiency of
which is acknowledged, the parties agree as follows:

1. The Option. LEXG hereby has the exclusive right, on
September 1, 2012, to enter into a License Agreement and Sales Agency Agreements
(hereafter “The Agreements”) with GD, under the terms of this Option Agreement.
Should LEXG exercise their Option, the Parties agree that the November 8
Agreement terms shall be adopted until such time as The Agreements are completed
and executed in accordance with this Option Agreement. Should LEXG execute this
Option Agreement, all terms governing the Parties and the proposed transaction,
such as Royalty Payments, Territory, and all others, shall be contained within
The Agreements.




2. Patent Rights. Shall mean any and all of GD’s rights, title,
ownership and interests in and to the Patent and any and all inventions,
modifications, continuations-in-part, extensions, divisions, improvements, etc.
made by GD or Glotov, or their agents, in any and all areas that relate directly
to the Patent, regardless of whether such inventions or improvements are
patentable or may become patented; all inventions, modifications,
continuations-in-part, extensions, divisions, improvements, etc. shall
automatically be incorporated herein without the payment of any additional fees,
royalties or any other compensation or considerations of any kind.

3. Representation by GD. GD warrants that it, along with Victor
Glotov, exclusively owns and possesses the Patent and the Patent Rights, and
upon the expiration of the license between GD and GUSA, it will have all right
and title thereto and that this Patent License and Royalty Agreement is made
without encumbrance or threat of future interference by others claiming
ownership therein and that no security interests to any third party exists
therein or any other agreement to the contrary. GD further represents and
warrants that it will submit its patent application in Canada or pay fees
necessary to reinstate Canadian patent number 2719965 by November 1, 2012. GD
represents and warrants that it will prosecute and maintain the Patent Rights in
Canada so as to enable LEXG to benefit from the license rights provided
herein.

4. Representation by Licensee. LEXG represents that it is a
bona fide corporation in good standing in Nevada.

5. License Option Payments. LEXG agrees to pay into an escrow
account, One Hundred Fifty Thousand Dollars ($150,000 USD) for the option to
obtain a license on the Patent Rights as set forth herein. The option payment
shall be tendered as a wire payment within 72 hours of execution of this Option
Agreement. The option payment shall be an advance and credited against any and
all Royalty Payments paid in accordance with this Option Agreement. Such Advance
shall be refundable in the event that GD enters into another license agreement
or otherwise renews its license, in part or in whole, with GUSA whereby GUSA
retains Patent Rights that conflict with LEXG’s rights under this Option
Agreement. The Advance shall also be refundable in the event that LEXG and GD do
not enter into the License Agreement and Sales Agency Agreements (hereafter “The
Agreements”) within 60 days of execution of this agreement or in the event that
GD does not submit its patent application in Canada by November 1, 2012.

6. Exercising the Option. LEXG may exercise this Option
Agreement upon notifying GD in writing on September 1, 2012, of its intention to
so exercise the Option, and paying into a GD designated escrow account Fifteen
Thousand Dollars, such payment to be credited to the ultimate fees contemplated
by The Agreements.

7. Participation. GD agrees, in consideration of the premises
herein, that its executors and administrators will, at any time upon request,
communicate to LEXG, its successors and assigns, any facts relating to said
Patent and Patent Rights, and the history thereof, known to it or its successors
and assigns, and that it will testify as to the same in any interference or
other proceeding when requested to do so by the LEXG, its successors and
assigns. Any and all costs of such participation by GD or its successors and
assigns shall be borne by LEXG.




8. Succession. GD binds itself, administrators, employees and
legal representatives, as the case may be, to execute and deliver to LEXG, any
further documents or instruments and to do any and all further acts that may be
deemed necessary by the Licensee (i) in connection with any aspect of the
re-examination proceedings, (ii) in connection with any proceedings to enforce
or defend the Patent; (iii) to file applications for improvements and inventions
in any country where Licensee may elect to file such application(s), and (iv)
that may be necessary to vest in LEXG, the license, rights, or title, herein
conveyed, or intended so to be, and to enable such title to be recorded in
Canada, the United States and/or foreign countries where such application(s) may
be filed. Any and all costs of such participation by LEXG or his successors and
assigns shall be borne by LEXG.

9. Relationship of the Parties; Indemnification. It is agreed
that this Option Agreement does not make any Party herein a general or special
agent, legal representative, subsidiary, joint venturer, partner, employee or
servant of any other Party herein for any purpose.

10. Breach and Disputes. Any breaching Party shall have Thirty
(30) Days from the date of notification to cure such breach. Any dispute between
the Parties to this Option Agreement shall be resolved through binding
arbitration, which shall be governed under the rules and regulations of the
American Arbitration Association.

11. Forum, Venue and Governing Law. This Option Agreement shall
be governed and interpreted under Nevada law (without applying its conflict of
law principles). Exclusive venue for legal proceedings arising hereunder shall
be in Las Vegas, Nevada.

12. Entire Agreement. This Option Agreement and any referenced
agreements constitute the entire agreement between the Parties. The terms of
this Option Agreement are confidential and shall be maintained by the Parties in
accordance thereby.

13. Modification. This Option Agreement cannot be modified
except in writing executed mutually between the Parties.

     IN WITNESS WHEREOF, the Parties
have signed and executed this Agreement and have caused this Agreement to become
effective as of August 14, 2012.

	/s/
      Peter Dizer 	 	/s/ Alex Walsh 
	Peter Dizer 	 	Alex Walsh 
	GD-Glottech International Limited 	 	Lithium Exploration Group, Inc.