Lithium Exploration Group, Inc.: Exhibit 10.6 - Filed by newsfilecorp.com







	Gross Overriding Royalty Agreement 


THIS AGREEMENT is made as of June 30, 2013.

Between:

     BLUE TAP RESOURCES
INC., a body corporate, having a place of business in the City of
Calgary, in the Province of Alberta (hereinafter called “Blue Tap”)

- and -

     VINCENT MURPHY, an
individual residing in the City of Calgary, in the Province of Alberta
(hereinafter called “Murphy”)

     WHEREAS Blue Tap
holds a 100% working interest in the Royalty Lands (as defined herein);

     AND WHEREAS in
consideration of Murphy providing certain services to, and assisting Blue Tap
with, the acquisition of the Royalty Lands from Saccharum Energy Corp. et
al, Blue Tap has agreed to reserve and grant Murphy a gross overriding
royalty on the terms and conditions set forth herein;

     NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual covenants
and agreements herein contained and for other good and valuable consideration
expressly acknowledged by the Parties, it is agreed by the Parties as
follows:

	1. 	DEFINITIONS 


In this Agreement, including the
schedule attached and the Royalty Procedure, unless the context otherwise
requires, the following words and phrases shall have the meanings set forth
below:

	 	a) 	
      “Agreement” means this Gross Overriding Royalty
      Agreement;

	 	 	 
	 	b) 	
      "Effective Date" means June 30, 2013;

	 	 	 
	 	c) 	
      "Fees" means the gross revenues or receipts
      generated by all Royalty Substances. In the event of a non-arm’s length
      arrangement for fluid disposal or injection, the Fees will be calculated
      as if the arrangement with respect to the Royalty Substances was an
      arm’s-length arrangement in the ordinary course of business;

	 	 	 
	 	d) 	
      "Parties" means the parties to this Agreement, and
      "Party" means each of them;

	 	 	 
	 	e) 	
      "Royalty" means a 3% non-convertible gross
      overriding royalty based on the Fees reserved and granted to Murphy by
      Blue Tap out of Blue Tap's interest in the Royalty Lands;

	 	 	 
	 	f) 	
      "Royalty Determination Point" means, as the
      context requires, (a) the last point at which Royalty Substances are or
      can be measured prior to, as applicable, being injected, disposed,
      separated, treated or otherwise enhanced for sale at or from a Royalty
      Well or (b) the first point at which Royalty Substances are or can be
      metered, measured or allocated downstream of the wellhead after, as
      applicable (i) any treatment of crude oil for the separation, removal and
      disposal of basic sediment and water; (ii) any extraction of liquid
      hydrocarbons from natural gas at the wellhead and any wellsite
      separation, removal and disposal of basic sediment and water from
      those liquid hydrocarbons; and (iii) any wellsite dehydration of natural
  gas;









	 	g) 	
      "Royalty Lands" means the lands and interests set
      forth in Schedule A attached;

	 	 	 
	 	h) 	
      "Royalty Procedure" means the CAPL 1997 Overriding
      Royalty Procedure, with the rates, elections and amendments as shown on
      Schedule A attached hereto or as otherwise indicated herein;

	 	 	 
	 	i) 	
      "Royalty Substances" means, the volume of all
      fluids produced, injected or disposed from or into the Royalty Lands and
      any fluids which are separated, treated or otherwise enhanced for sale on
      the Royalty Lands commencing as of the Effective Date;

	 	 	 
	 	j) 	
      "Royalty Well" means any and all well or wells,
      and/or facility or facilities (whether presently or subsequently) located
      on the Royalty Lands or may be allocated to the Royalty Lands pursuant to
      a pooling, unitization or other arrangement from which any Royalty
      Substances are produced, injected, disposed, separated, treated or
      otherwise enhanced for sale; and

	 	 	 
	 	k) 	
      "Title Documents" means the documents of title
      relating to the Royalty Lands and all renewals, extensions, continuations
      or documents of title issued in substitution or by
  selection.





	2. 	
      SCHEDULES

	 	 
		
      Schedule A is attached hereto and incorporated into this
      Agreement.

	 	 
	3. 	
      ROYALTY

	 	 
		
      As of the Effective Date, Blue Tap hereby grants and
      reserves the Royalty to Murphy.

	 	 
	4. 	
      ROYALTY PROCEDURE

	 	 
		
      The Royalty Procedure is incorporated by reference into
      this Agreement. Any provisions in the Royalty Procedure which reference or
      relate to "production" (including "produce", "produced", "producing" or
      other variations) shall be, given the nature of the Royalty and as the
      context requires, deemed amended to also include mutatis mutandis,
      "injection, disposal, separated, treated and/or otherwise enhanced"
      (including, without limitation "inject", "injected", "dispose",
      "disposed", "separate", "separation", "treat", "treatment", "enhance",
      "enhancement" or other variations). As used herein and in the Royalty
      Procedure, Petroleum Substances shall be deemed to also include Royalty
      Substances (as defined herein) and vice versa, as the context
      requires.

	 	 
	5. 	
      ADDRESSES FOR NOTICES



The address for service of notices
hereunder of each of the parties shall be as follows:

	 	Blue Tap Resources Inc. 	Vincent Murphy 
	 	3031 - 36th Street SW 	3031 - 36th Street SW 
	 	Calgary, AB T3E 3A2 	Calgary, AB T3E 3A2 
	 	Attention: Alex Walsh 	  







	6. 	GENERAL 



	 	a) 	
      The terms of this Agreement express and constitute the
      entire agreement between the Parties with respect to the Royalty and no
      implied covenant or liability of any kind is created or shall arise by
      reason of these presents or anything in this Agreement
contained.

	 	 	 	 
	 	b) 	
      This Agreement and all terms and provisions herein
      contained shall be of the same force and effect as covenants annexed to
      and running with the Royalty Lands and shall be binding upon the estates
      created hereby.

	 	 	 	 
	 	c) 	
      Notwithstanding anything else contained to the contrary
      herein or in the Schedules attached hereto, this Agreement shall be
      interpreted and construed in accordance with the laws of Alberta. Each
      Party hereby irrevocably attorns, for all purposes hereunder, to the
      jurisdiction of the courts of the Province of Alberta and all courts of
      appeal therefrom.

	 	 	 	 
	 	d) 	
      Pursuant to Section 7 of the Limitations Act
      (Alberta), R.S.A. 2000 c. L-12, as amended, the Parties expressly
      agree that the two (2) year period for seeking a remedial order under
      section 3(1)(a) of the Act shall be extended to:

	 	 	 	 
	 		(i) 	
      for claims disclosed by an audit, two (2) years after the
      last day this Agreement permits that audit to be performed; or

	 	 	 	 
	 		(ii) 	
      for all other claims, four (4) years.

	 	 	 	 
	 	e) 	
      Whenever the singular, masculine or neuter is used in
      this Agreement, the same shall be construed as meaning plural or feminine
      or body politic or corporate or vice versa, as the context so
    requires.

	 	 	 	 
	 	f) 	
      If any provision of this Agreement is wholly or partially
      unenforceable for any reason, such enforceability shall not affect the
      enforceability of the balance of this Agreement. Furthermore, in such
      event, the Parties shall jointly seek an arrangement having a legal and
      economic effect which will be as similar as possible to any such invalid
      and unenforceable provision of this Agreement.

	 	 	 	 
	 	g) 	
      Unless specifically provided for in this Agreement, no
      failure or delay by a Party to exercise any of its rights, powers or
      privileges under this Agreement shall operate as a waiver thereof, nor
      shall any single or partial exercise thereof preclude any other further
      exercise thereof or the exercise of any right, power or privilege
      hereunder.

	 	 	 	 
	 	h) 	
      This Agreement may be executed in counterpart and once
      executed by all Parties, all counterpart execution pages together with
      this Agreement shall constitute a valid and binding
  Agreement.



IN WITNESS WHEREOF, the Parties have duly executed this
Agreement as of the day and year first above written.

	BLUE TAP RESOURCES INC. 	VINCENT MURPHY 
	 	 
	Per:/s/Vincent Murphy 	:/s/Vincent Murphy 
	
      Vincent Murphy, President 
	Vincent Murphy 
	 	 
	  	Witness 
	 	 
	  	/s/Ross Drysdale 
	  	Ross Drysdale 








	Schedule A 
	  
	ATTACHED TO A GROSS OVERRIDING ROYALTY AGREEMENT
    
	Dated Effective June 30, 2013 
	 


Royalty Lands -27-055-24-W4M-100% Working Interest

1997 CAPL OVERRIDING ROYALTY PROCEDURE ELECTIONS:

	1. 	Subclause 1.01(b): 	Definitions, Effective Date: June 30, 2013
  
	 	 	 
	2. 	Subclause 2.01 A: 	Qualification of Overriding Royalty
  


(a)      
 for crude oil:        3% 

	(b) 	for all other Petroleum Substances, Alternate 1
      will apply 


Alternate
1:           3% 

	3. 	Clause 2.04: 	Royalty Payor’s Allowed Deductions If
      Overriding Royalty Not 
	  	  	Taken In Kind 


Subclause
B:      Alternate(s):   1 only

	4. 	Clause 2.08: 	Royalty Owner’s Rights Upon Surrender
  


will X / will not ___ apply herein