Lithium Exploration Group, Inc.: Exhibit 10.39 - Filed by newsfilecorp.com






EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT
(the “Agreement”), dated as of September 19, 2016 is entered into by and between
Lithium Exploration Group, Inc., a Nevada Corporation (the “Company”) and
JDF Capital, Inc., (the “Holder”). As used herein, the term “Parties”
shall be used to refer to the Company and Holder jointly. 

WHEREAS: 

A.     The
Company warrants and represents that it issued that certain warrant to the
Holder on March 15, 2014, with an exercise value of $550,000 and a current
exercise value of $550,000 (the “Original Warrants”) 

B.     The
Company warrants and represents that in connection with the issuance of the
Original Warrants the Company received consideration for the warrants on or
before March 15, 2014 (the “Original Warrant Issuance Date”).

C.     The
Holder warrants and represents that it is sophisticated and experienced in
acquiring the securities of small public companies that has allowed it to
evaluate the risks and uncertainties involved in acquiring said securities and
thereby make an informed investment decision. 

D.     The
Parties desire to exchange the Original Warrants for a new convertible
promissory note in the form of Exhibit A attached hereto (“Exchange Note”), all
on the terms set forth herein.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 

1.00     Exchange of Original
Warrants. The Parties agree that solely in consideration of the surrender of
the Original Warrants, that: 

	 	1.01 	
      Issuance of Exchange Note. Upon the following
      terms and conditions: 

	 	  	
       

	 	(A) 	
      Exchange Note. The Company shall issue to the
      Holder, and the Holder shall acquire from the Company, that certain
      Exchange Note dated and issued as of September 19, 2016 in the aggregate
      original principal amount of $550,000 in exchange for the surrender and
      cancellation of the Original Warrants. The Parties further agree that the
      “Closing” and the “Closing Date” shall be deemed to occur upon the
      issuance of the Exchange Note as provided by this Section 1.01 (A) of this
      Agreement. 

	 	  	
       

	 	(B) 	
      Delivery of Documents. The Company shall, at the
      Closing Date, deliver to the Holder duly executed copies of the Exchange
      Note. 







2.00     Representations of the
Company. The Company hereby makes to the Holder the following
representations and warranties as of the date of this Agreement and on each and
every closing date hereafter: 

2.01    
Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
this Agreement and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement and the Exchange Note
by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company, its board of directors
or its stockholders in connection therewith. This Agreement and the Exchange
Note have been duly executed by the Company and, when delivered in accordance
with the terms hereof will constitute the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms. 

2.02    
No Conflicts. The execution, delivery and performance of this Agreement and
the Exchange Note by the Company and the consummation by the Company of the
transactions contemplated hereby do not and will not: (i) conflict with or
violate any provision of the Company’s or any of its subsidiary’s certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, result in the creation of
any lien or encumbrance upon any of the properties or assets of the Company or
any subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, debt or other material instrument
(evidencing a Company or subsidiary debt or otherwise) or other material
understanding to which the Company or any subsidiary is a party or by which any
property or asset of the Company or any subsidiary thereof is bound or affected,
or (iii) conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a subsidiary is subject
(including federal and state securities laws and regulations), or by which any
property or asset of the Company or a subsidiary is bound or affected; except in
the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a material adverse effect on the Company or its
business of financial condition. 

2.03    
Filings, Consents and Approvals. The Company is not required to obtain any
approval, consent, waiver, authorization or order of, give any notice to, or
make any filing, qualification or registration with, any court or other federal,
state, local, foreign or other governmental authority or other person or entity
in connection with the execution, delivery and performance by the Company of
this Agreement, the Exchange Note and both of them. No further approval is
required for the issuance or sale of the Exchange Note or any shares of Common
Stock issuable upon the conversion or exchange of, in payment of interest on, or
otherwise pursuant to the Exchange Note (“Underlying Shares”). 

2.04    
Issuance and Reservation of Securities. The Exchange Note and the Underlying
Shares are duly authorized. Any Underlying Shares, when issued in accordance
with the terms of Exchange Note, will be duly and validly issued, fully paid and
non-assessable, free 




and clear of all liens, freely tradable and without any legends
thereon. The Company will, and at all times, reserve from its duly authorized
capital stock for issuance upon conversion pursuant to the Exchange Note at
least such amount of shares of Common Stock as is equal to no less than three
times the amount of Underlying Shares into which the Exchange Note is
convertible (without regard to any limitations on ownership or conversion set
forth therein). 

2.05    
Private Placement. No registration under the Securities Act of 1933, as
amended (the “1933 Act”), is required for the issuance of the Exchange Note or
any Underlying Shares in accordance with the terms hereof and thereof. 

2.06    
No Inside Information. Neither the Company nor any Person acting on its
behalf has provided the Holder or its counsel with any information that
constitutes or might constitute material, non-public information concerning the
Company. 

2.07    
Equal Consideration. Except as otherwise set forth herein, no consideration
has been offered or paid to any person to amend or consent to a waiver,
modification, forbearance, exchange or any other action with respect to any
provision of the Note Portion. 

2.08    
Survival & Delivery of Documents to the Holder. All of the Company’s
warranties and representations contained in this Agreement shall survive the
execution, delivery and acceptance of this Agreement by the Parties hereto and
continue for a period of 5 year after the date of this Agreement.

2.09    
Documents RE: Exchange Note. Further, contemporaneous with the
execution and delivery of this Agreement to the Holder, the Company hereby
further delivers the following: (a) a duly executed copy of the Exchange Note
(attached hereto to Exhibit A); (b) Original Warrant). The Parties agree that
time is of the essence in connection with the deliveries set forth in this
Section 2.08.01 of this Agreement and the obligations imposed on the Company are
material to this Agreement. 

2.10    
Holding Period for Exchange Note. Pursuant to Rule 144 promulgated under the
1933 Act: the holding period of the Exchange Note (and the underlying shares of
Common Stock issuable upon conversion thereof or in payment of interest thereon)
shall begin on the Original Warrant issuance date. The Company agrees not to
take a position contrary to this paragraph.

2.11    
Legal Opinion. The Company hereby agrees to allow the Holder’s legal counsel
to issue a legal opinion to the Holder and the Company’s Transfer Agent
regarding this Agreement and the transactions contemplated hereby, in form and
substance reasonably acceptable to said agent and counsel to the Company,
including an opinion that all shares issuable upon conversion of the Exchange
Note or in payment of interest thereunder) may be sold pursuant to Rule 144. The
Company acknowledges that certificates representing any such shares may be
issued without a restrictive legend as required pursuant to Section 2.04.




2.12    
Public Information. So long as the Holder owns the Exchange Note and/or
Underlying Shares, the Company shall timely file (or timely obtain extensions in
respect thereof and file within the applicable grace period) all reports and
definitive proxy or information statements required to be filed by the Company
under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and
shall not terminate its status as an issuer required to file reports under the
Exchange Act (even if the Exchange Act or the rules and regulations promulgated
thereunder would otherwise permit such termination). 

2.13    
Conversion Procedures. The form of Conversion Notice included in the
Exchange Note sets forth the totality of the procedures required of a Holder in
order to convert Exchange Note. No additional legal opinion or other information
or instructions shall be required of the Holder to convert the Exchange Note,
except as required under the Securities Act of 1933, as amended. The Company
shall honor all conversions of the Exchange Note and shall deliver Underlying
Shares in accordance with the terms, conditions and time periods set forth
therein to the extent permitted by law. 

3.00     Miscellaneous. 

3.01    
Counterparts. This Agreement may be executed in two or more counterparts and
by facsimile signature, delivery of PDF images of executed signature pages by
email or otherwise, and each of such counterparts shall be deemed an original
and all of such counterparts together shall constitute one and the same
agreement. 

3.02    
Effect of Invalidity. If any provision of this Agreement is prohibited by
law or otherwise determined to be invalid or unenforceable by a court of
competent jurisdiction, the provision that would otherwise be prohibited,
invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of
this Agreement so long as this Agreement as so modified continues to express,
without material change, the original intentions of the Parties as to the
subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the Parties or the practical
realization of the benefits that would otherwise be conferred upon the Parties.
The Parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of
which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s). 

3.03    
Matter of Further Assurances & Cooperation. The Holder and the Company
hereby agree and the Company further agrees that it shall provide further
assurances that it will, in the future, execute and deliver any and all further
agreements, certificates, instruments and documents and do and perform or cause
to be done and performed, all acts and things as may be necessary or appropriate
to carry out the intent and accomplish the purposes of this Agreement without
unreasonable delay and in no event later than one (1) business after it receives
any reasonable written request from the Holder. 




3.04    
Successors. The provisions of this Agreement shall be deemed to obligate,
extend to and inure to the benefit of the successors, assigns, transferees,
grantees, and indemnitees of each of the Parties to this Agreement. 

3.05    
Integration. This Agreement, after full execution, acknowledgment and
delivery, memorializes and constitutes the entire agreement and understanding
between the parties and supersedes and replaces all prior negotiations and
agreements of the Parties, whether written or unwritten with the exception of
the Company's profit sharing plan and any agreements related thereto.

3.06    
Severance. If any provision of this Agreement is held to be illegal or
invalid by a court of competent jurisdiction, such provision shall be deemed to
be severed and deleted; and neither such provision, nor its severance and
deletion, shall affect the validity of the remaining provisions. 

3.07    
Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction. This Note shall not
be interpreted or construed with any presumption against the party causing this
Note to be drafted 

3.08    
Consent to Jurisdiction. Each of the Company and the Holder (i) hereby
irrevocably submits to the exclusive jurisdiction of the State of New York for
the purposes of any suit, action or proceeding arising out of or relating to
this Note and (ii) hereby waives, and agrees not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper. Each of the Company and the Holder consents to process being served in
any such suit, action or proceeding by mailing a copy thereof to such party at
the address in effect for notices to it under the Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 4.9 shall affect or limit any right to
serve process in any other manner permitted by law. Each of the Company and the
Holder hereby agree that the prevailing party in any suit, action or proceeding
arising out of or relating to this Note shall be entitled to reimbursement for
reasonable legal fees from the non-prevailing party.




IN WITNESS WHEREOF, this
Agreement is executed as of the date first set forth above.

FOR THE COMPANY: 

LITHIUM EXPLORATION GROUP, INC 


	By: 	 	 
	 	 	 
	Name: 	Alexander Walsh 	 
	 	 	 
	Title: 	CEO 	 


 

FOR THE HOLDER: 

JDF CAPITAL, INC. 

	By:  	/s/
      John Fierro 	 
	 	 	 
	Name: 	John D. Fierro 	 
	 	 	 
	Title: 	President 	 


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