Lithium Exploration Group, Inc. - Exhibit 10.138 - Filed by newsfilecorp.com





LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE
PROMISSORY NOTE 


	Effective Date September 5, 2017 	US $33,000.00
  


Due: September 5, 2018 

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 BlueCiti, LLC, and its
authorized successors and permitted assigns ("Holder"), the aggregate
principal face amount of One Hundred Thousand Dollars exactly (U.S. $30,000.00)
on September 5, 2018 ("Maturity Date"). The Company will pay interest on
the principal amount outstanding at the rate of 10% per annum, which will
commence on September 5, 2017. The Company acknowledges that this Note was
issued with a $3,000.00 original issue discount (“OID”) such that the issuance
price was $33,000.00. 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 1357 Ave Ashford, San Juan, PR 00907, 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 $0.005 or 25% discount 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 (i) 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 (ii) the twenty prior trading days
immediately preceding the issuance date of this 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. 

                                  
(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 One Hundred Forty
One Thousand Six Hundred and Eighty dollars ($141,680.00) 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 28% 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%. 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 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.

                    
14.      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: September 5, 2017 

 




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:
______________________________________________________________________________