Lithium Exploration Group, Inc.: Exhibit 10.54 - Filed by newsfilecorp.com






LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE
PROMISSORY NOTE

REPLACEMENT NOTE- ORGINALLY ISSUED IN THE AMOUNT OF $59,500
ON APRIL 19, 2016 

	Effective Date September 9, 2016 	US $64,400.05 


Due September 9, 2017 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE
"1933 ACT”) 

FOR VALUE RECEIVED Lithium Exploration Group, Inc. (the
“Company”) promises to pay to the order of Concord Holding Group, LLC,
and its authorized successors and permitted assigns ("Holder"), the
aggregate principal face amount of Sixty Four Thousand Four Hundred dollars and
Five cents exactly (U.S. $64,400.05) on September 9, 2017 ("Maturity
Date"). The Company will pay interest on the principal amount outstanding at
the rate of 10% per annum, which will commence on September 9, 2016. The
interest will be paid to the Holder in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note. The
principal of, and interest on, this Note are payable at 1080 Bergen St., Suite
240, Brooklyn, NY 11216, initially, and if changed, last appearing on the
records of the Company as designated in writing by the Holder hereof from time
to time. The Company will pay each interest payment and the outstanding
principal due upon this Note before or on the Maturity Date, less any amounts
required by law to be deducted or withheld, to the Holder of this Note by check
or wire transfer addressed to such Holder at the last address appearing on the
records of the Company. The forwarding of such check or wire transfer shall
constitute a payment of outstanding principal hereunder and shall satisfy and
discharge the liability for principal on this Note to the extent of the sum
represented by such check or wire transfer. Interest shall be payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein. 

This Note is subject to the following additional
provisions:

1.     This Note is exchangeable for an equal aggregate
principal amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same. No service charge will be made for such
registration or transfer or exchange, except that Holder shall pay any tax or
other governmental charges payable in connection therewith. 





2.     Under all applicable laws, the Company shall be
entitled to withhold any amounts from all payments it is entitled to. 

3.     This Note may only be transferred or exchanged in
compliance with the Securities Act of 1933, as amended ("Act") and any
applicable state securities laws. All attempts transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment for
transfer of this Note, the Company and any agent of the Company may treat the
person in whose name this Note is duly registered on the Company's records as
the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice
to the contrary. Any Holder of this Note electing to exercise the right of
conversion set forth in Section 4(a) hereof, in addition to the requirements set
forth in Section 4(a), and any prospective transferee of this Note, also is
required to give the Company written confirmation that this Note is being
converted ("Notice of Conversion") in the form annexed hereto as
Exhibit A. The date of receipt (including receipt by telecopy) of such
Notice of Conversion shall be the Conversion Date.

1.         
4.     (a) The Holder of this Note has the option, upon the
issuance date of the stock, to convert all or any amount of the principal face
amount of this Note then outstanding into shares of the Company's common stock
(the "Common Stock") at a price ("Conversion Price") for each
share of Common Stock equal to the lesser of $0.0005 or 50% of the lowest
trading price of the Common Stock as reported on the National Quotations Bureau
OTC Markets exchange which the Company’s shares are traded or any exchange upon
which the Common Stock may be traded in the future ("Exchange"), for the
twenty prior trading days, including the day
upon which a Notice of Conversion is received by the Company (provided such
Notice of Conversion is delivered by fax or other electronic method of
communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price), or the
issuance date of the Note. The Notice of Conversion may be rescinded if the
shares have not been delivered within 3 business days. The Company shall deliver
the shares of Common Stock to the Holder within 3 business days of receipt by
the Company of the Notice of Conversion. The Holder shall surrender this Note to
the Company upon receipt of the shares of Common Stock, executed by the Holder.
This will make clear the Holder's intention to convert this Note or a specified
portion hereof, and accompanied by proper assignment hereof in blank. Accrued
but unpaid interest shall be subject to conversion. The number of issuable
shares will be rounded to the nearest whole share, and no fractional shares or
scrip representing fractions of shares will be issued on conversion. To the
extent the Conversion Price of the Company’s Common Stock closes below the par
value per share, the Company will take all steps necessary to solicit the
consent of the stockholders to reduce the par value to the lowest value possible
under law. The Company agrees to honor all conversions submitted pending this increase. In
the event the Company experiences a DTC “Chill” on its shares, the conversion
price discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding anything to the contrary contained in the Note (except as
set forth below in this Section), the Note shall not be convertible by Investor,
and Company shall not effect any conversion of the Note or otherwise issue any
shares of Common Stock to the extent (but only to the extent) that Investor
together with any of its affiliates would beneficially own in excess of 9.99%
(the “Maximum Percentage”) of the Common Stock outstanding. To the extent
the foregoing limitation applies, the determination of whether a Note shall be
convertible (vis-à-vis other convertible, exercisable or exchangeable securities
owned by Investor or any of its affiliates) and of which such securities shall
be convertible, exercisable or exchangeable (as among all such securities owned
by Investor and its affiliates) shall, subject to such Maximum Percentage
limitation, be determined on the basis of the first submission to Company for
conversion, exercise or exchange (as the case may be). No prior inability to
convert a Note, or to issue shares of Common Stock, pursuant to this Section
shall have any effect on the applicability of the provisions of this Section
with respect to any subsequent determination of convertibility. For purposes of
this Section, beneficial ownership and all determinations and calculations
(including, without limitation, with respect to calculations of percentage
ownership) shall be determined in accordance with Section 13(e) of the 1934 Act
(as defined below) and the rules and regulations promulgated thereunder. The
provisions of this Section shall be implemented in a manner otherwise than in
strict conformity with the terms of this Section to correct this Section (or any
portion hereof) which may be defective or inconsistent with the intended Maximum
Percentage beneficial ownership limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this Section shall apply to
a successor holder of this Note and shall be unconditional, irrevocable and
non-waivable. For any reason at any time, upon the written or oral request of
Investor, Company shall within one (1) business day confirm orally and in
writing to Investor the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise of convertible or
exercisable securities into Common Stock, including, without limitation,
pursuant to this Note. During the first six months, this Note is in effect, the
Investor may not convert this Note pursuant to this paragraph. The conversion
discount and look-back period will be adjusted downward (i.e. for the benefit of
the Holder) if the Company offers a more favorable conversion discount (whether
via interest rate, OID, lower ceiling price or otherwise) or look-back period to
another party while this note is in effect and the Holder will also get the
benefit of any other term (for a example a higher prepay) granted to any third
party while this Note is in effect.





2. 

(b)     Interest on any unpaid principal balance of this
Note shall be paid at the rate of 10% per annum. Interest shall be paid, by the
Company, in Common Stock ("Interest Shares"). Holder may send in a Notice of
Conversion to the Company for Interest Shares based on the formula provided in
Section 4(a) above. The dollar amount converted into Interest Shares shall be
all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such
notice.





(c)     This Note may not be prepaid. 

(d)     Upon (i) a transfer of all or substantially all of
the assets of the Company to any person in a single transaction or series of
related transactions, (ii) a reclassification, capital reorganization or other
change or exchange of outstanding shares of the Common Stock, other than a
forward or reverse stock split or stock dividend, or (iii) any consolidation or
merger of the Company with or into another person or entity in which the Company
is not the surviving entity (other than a merger which is effected solely to
change the jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock) (each of items (i), (ii) and (iii) being
referred to as a "Sale Event"), then, in each case, the Company shall, upon
request of the Holder, redeem this Note in cash for 150% of the principal
amount, plus accrued but unpaid interest through the date of redemption, or at
the election of the Holder, such Holder may convert the unpaid principal amount
of this Note (together with the amount of accrued but unpaid interest) into
shares of Common Stock immediately prior to such Sale Event at the Conversion
Price. 

(e)     In case of any Sale Event (not to include a sale of
all or substantially all of the Company’s assets) in connection with which this
Note is not redeemed or converted, the Company shall cause effective provision
to be made so that the Holder of this Note shall have the right thereafter, by
converting this Note, to purchase or convert this Note into the kind and number
of shares of stock or other securities or property (including cash) receivable
upon such reclassification, capital reorganization or other change,
consolidation or merger by a holder of the number of shares of Common Stock that
could have been purchased upon exercise of the Note and at the same Conversion
Price, as defined in this Note, immediately prior to such Sale Event. The
foregoing provisions shall similarly apply to successive Sale Events. If the
consideration received by the holders of Common Stock is other than cash, the
value shall be as determined by the Board of Directors of the Company or
successor person or entity acting in good faith. 

5.     No provision of this Note shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Note at the time, place, and rate, and in
the form, herein prescribed. 

6.     The Company hereby expressly waives demand and
presentment for payment, notice of non-payment, protest, notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate, and
diligence in taking any action to collect amounts called for hereunder and shall
be directly and primarily liable for the payment of all sums owing and to be
owing hereto. 

7.     The Company agrees to pay all costs and expenses,
including reasonable attorneys' fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note. 




8.     While this Note is outstanding and to the extent the
Company grants any other party more favorable investment terms (whether via
interest rate, original issue discount, conversion discount or look-back
period), the terms of the Note shall automatically adjust to match those more
favorable terms. 

9. If
one or more of the following described "Events of Default" shall occur:

(a)     The Company shall default in the payment of
principal or interest on this Note or any other note issued to the Holder by the
Company; or

(b)     Any of the representations or warranties made by the
Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection
with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any
respect; or

(c)     The Company shall fail to perform or observe, in any
respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or

(d)     The Company shall (1) become insolvent; (2) admit in
writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for relief, consent to the filing of such petition
or have filed against it an involuntary petition for bankruptcy relief, all
under federal or state laws as applicable; or

(e)     A trustee, liquidator or receiver shall be appointed
for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such
appointment; or

(f)     Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of
the Company; or

(g)     One or more money judgments, writs or warrants of
attachment, or similar process, in excess of Sixty Four Thousand Four Hundred
Dollars and Five Cents ($64,400.05) in the aggregate, shall be entered or filed
against the Company or any of its properties or other assets and shall remain
unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in
any event later than five (5) days prior to the date of any proposed sale
thereunder; or 




(h)     The Company shall have defaulted on or breached any
term of any other note of similar debt instrument into which the Company has
entered and failed to cure such default within the appropriate grace period;
or

(i)     The Company shall have its Common Stock delisted
from an exchange (including the OTCBB exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more
than 10 consecutive days;

(j)     If a majority of the members of the Board of
Directors of the Company on the date hereof are no longer serving as members of
the Board;

(k)     The Company shall not deliver to the Holder the
Common Stock pursuant to paragraph 4 herein without restrictive legend within 3
business days of its receipt of a Notice of Conversion; or

(l)     The Company shall not replenish the reserve set
forth in Section 13, within 3 business days of the request of the Holder. If the
Company does not replenish, the request of the Holder then the conversion
discount set forth in Section 4(a) shall be increased from a 50% conversion
discount to a 60% conversion discount; or

(m)     The Company shall not be “current” in its filings
with the Securities and Exchange Commission; or

(n)     The Company shall lose the “bid” price for its stock
in a market (including the OTC marketplace or other exchange). 

(o)     The Company is in arrears for more than 30 days with
its Transfer Agent, the conversion discount shall be increased from 50% to 60%.


(p)     A default has been declared against the Company,
which has not been cured in any other loan or Note agreement. 

Then, or at any time thereafter, unless cured within 5 days,
and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a waiver
of any subsequent default) at the option of the Holder and in the Holder's sole
discretion, the Holder may consider this Note immediately due and payable,
without presentment, demand, protest or (further) notice of any kind (other than
notice of acceleration), all of which are hereby expressly waived, anything
herein or in any note or other instruments contained to the contrary
notwithstanding, and the Holder may immediately, and without expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law. Upon an Event
of Default, interest shall accrue at a default interest rate of 24% per annum
or, if such rate is usurious or not permitted by current law, then at the
highest rate of interest permitted by law. In the event of a breach of Section
8(k) the penalty shall be $250 per day the shares are not issued beginning on
the 4th day after the conversion notice was delivered to the Company.
This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase of the
outstanding principal amounts by 20%. In case of a breach of Section 8(i), (k),
or (l) the outstanding principal due under this Note shall increase by 50%. If
this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%. Concord is waiving all defaults that would take effect
through entering this agreement through Jan 1, 2017. Any default, once cured,
will be considered a default going forward. 





If the Holder shall commence an action or proceeding to enforce
any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be
reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or
proceeding.

At the Holder’s election, if the Company fails for any reason
to deliver to the Holder the conversion shares by the 3rd business day following
the delivery of a Notice of Conversion to the Company and if the Holder incurs a
Failure to Deliver Loss, then at any time the Holder may provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Failure to Deliver Loss and the Company must make the Holder whole as
follows:

Failure to Deliver Loss = [(High trade
price at any time on or after the day of exercise) x (Number of conversion
shares)]

The Company must pay the Failure to Deliver Loss by cash
payment, and any such cash payment must be made by the third business day from
the time of the Holder’s written notice to the Company. 

10.    In case any provision of this Note is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby. 

11.    Neither this Note nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the Company and the Holder. 

12.    The Company represents that it is not a “shell” issuer and
has never been a “shell” issuer or that if it previously has been a “shell”
issuer that at least 12 months have passed since the Company has reported form
10 type information indicating it is no longer a “shell issuer. Further. The
Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to
allow for salability of the conversion shares or (ii) accept such opinion from
Holder’s counsel. 




13.    The Company shall reserve 472,000,000 shares of Common
Stock for conversions under this Note (the “Share Reserve”). The investor shall
have the right to periodically request that the number of Reserved Shares be
increased so that the number of Reserved Shares at least equals 400% of
the number of shares of Company common stock issuable upon conversion of the
Note. The Company shall pay all costs associated with issuing and delivering the
shares. At all times, the reserve shall be maintained with the Transfer Agent at
four times the amount of shares required if the Note would be fully converted.
If the Company defaults on these terms, the conversion discount will increase to
60%. 

14.    The Company will give the Holder direct notice of any
corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as
possible under law.

15.    This Note shall be governed by and construed in accordance
with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors
and assigns of each party hereto. The Holder and the Company hereby mutually
waive trial by jury and consent to exclusive jurisdiction and venue in the
courts of the State of New York. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original. 

IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by an officer thereunto duly authorized. 

Dated: ____________________

LITHIUM EXPLORATION GROUP, INC. 

By:
__________________________________

Title:
_________________________________




EXHIBIT A 

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the
Note)

The undersigned hereby irrevocably elects to convert
$___________of the above Note into _________Shares of Common Stock of Lithium
Exploration Group, Inc. (“Shares”) according to the conditions set forth in such
Note, as of the date written below. 

If Shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer and other taxes and
charges payable with respect thereto. 

Date of Conversion:
_________________________________________________________________
Applicable
Conversion Price:
__________________________________________________________
Signature:
________________________________________________________________________
                                                           
[Print Name of Holder and Title of Signer]

Address:
_________________________________________________________________________
                
_________________________________________________________________________

SSN or EIN: ________________________________________
Shares
are to be registered in the following name:
_________________________________________________________________


Name:
___________________________________________________________________________
Address:
_________________________________________________________________________
Tel:
_____________________________________________________________________________
Fax:
_____________________________________________________________________________
SSN
or EIN: ________________________________________


Shares are to be sent or delivered to the following
account:

Account Name:
____________________________________________________________________
Address:
_________________________________________________________________________