Lithium Exploration Group, Inc. - Exhibit 10.134 - Filed by newsfilecorp.com






DEBT SETTLEMENT AGREEMENT 

THIS DEBT SETTLEMENT AGREEMENT is made as of the 11th
day of August, 2017 

AMONG: 


  
    
      
        Blue Citi, LLC with an address
          at

          ____________________________________ 

        (the "Company") 

      

    

  



AND: 


  
    
      
        LITHIUM EXPLORATION GROUP, INC., a Nevada corporation
          with offices at 4635 S. Lakeshore Dr. Ste 200, Tempe, AZ 85282

      

    

  



(the "Debtor")

WHEREAS: 

	A. 	
      As at the date hereof, the Debtor is indebted to the
      Company in the amount of US$2,419,206.95 (the "Loans"), in
      principal , pursuant to the terms of various convertible notes
      (collectively, the "Notes") as outlined in Schedule "A";
  and

	 	 
	B. 	
      The Company and the Debtor have agreed to forbear
      enforcement of the Loans and enter into an amended Note Agreement (the
      "Amended Note Agreement"), in form attached hereto as Schedule "B"
      to provide for certain amendments to the terms and conditions of the Notes
      and pursuant to the exchange of certain covenants specified
  herein.



NOW THEREFORE THIS DEBT SETTLEMENT AGREEMENT WITNESSETH
that in consideration of the mutual covenants and agreements among the
parties and the exchange of covenants, representations and warranties pursuant
to the Amended Note Agreement that has been signed by each of the parties to
each of the other parties, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 

	1. 	
      The Debtor hereby agrees to:

	 	 	 
		(a) 	
      deliver herewith the Amended Note Agreement, to be dated
      and effective as at August 11, 2017 as attached as Schedule "A" to this
      Debt Settlement Agreement;

	 	 	 
		(b) 	
      issue concurrently herewith to the Company $400,000
      common stock share purchase warrants (the "Warrants"), with
      $200,000 of the Warrants exercisable at $0.0025 per additional Common
      Share, and the remaining $200,000 of the warrants exercisable at $0.0035
      per additional Common share (subject to certain closing price
      adjustments), or pursuant to “cashless exercise” provisions, for a period
      of five years.




	2. 	
      The Company hereby agrees to forebear on enforcing the
      current Notes;

	 	 
	3. 	
      The parties hereto confirm that the Amended Note
      Agreement shall come into effect upon
execution;








	4. 	
      This Debt Settlement Agreement shall enure to the benefit
      of and be binding upon the parties and their respective successors and
      permitted assigns.

	 	 
	5. 	
      Time is of the essence.

	 	 
	6. 	
      This Debt Settlement Agreement may be executed and
      delivered in any number of counterparts, by facsimile copy, by electronic
      or digital signature or by other written acknowledgment of consent and
      agreement to be legally bound by its terms. Each counterpart when executed
      and delivered will be considered an original but all counterparts taken
      together shall constitute one and the same
instrument.



IN WITNESS WHEREOF the parties hereto have hereunto
executed this Debt Settlement Agreement by its officers duly authorized on their
behalf effective as of the day and year first above written. 

Blue Citi, LLC 

_________________________________________
Name: 
Title:


 




SCHEDULE "A" 

	Funding Date 	Note Amount 	Balance (Principal amount) 	  
	9/9/2015 	$30,000.00 	$30,000.00 	  
	8/12/2016 	$46,750.00 	$46,750.00 	  
	9/09/2016 	125,000.00 	$54,108.00 	  
	9/27/2016 	$ 64,900.00 	$64,900.00 	  
	10/10/2016 	$102,368.75 	$102,368.75 	  
	10/27/2016 	$48,400.00 	$48,400.00 	  
	11/22/2016 	$29,700.00 	$29,700.00 	  
	12/23/2016 	$45,100.00 	$ 45,100.00 	  
	1/17/2017 	$51,500.00 	$51,150.00 	  
	1/26/2017 	$116,600.00 	$116,600.00 	  
	2/3/2017 	$80,850.00 	$80,850.00 	  
	3/1/2017 	$181,209.00 	$181,209.00 	  
	3/20/2017 	$85,800.00 	$85,800.00 	  
	4/4/2017 	$141,627.20 	$141,627.20 	  
	5/2/2017 	$28,600.00 	$28,600.00 	  
	5/15/2017 	$ 344,650.00 	$344,650.00 	  
	5/15/2017 	$ 344,650.00 	$344,650.00 	  
	6/8/2017 	$85,800.00 	$85,800.00 	  
	6/8/2017 	$85,800.00 	$85,800.00 	  
	  	  	  	  
	3/15/2014 	$550,000.00 	$311,144.00 	9/19/2016 
	4/27/2016 	$140,000.00 	$ 140,000.00 	9/19/2016 






SCHEDULE "B" 

FURTHER AMENDED CONVERTIBLE LOAN AGREEMENT is made as of
the 11th day of August, 2017. 

BETWEEN: 


  
    
      
        Lithium Exploration Group, Inc., a company incorporated
          under the laws of the State of Nevada, having an office at 4635 S. Lakeshore Dr.
          Ste 200, Tempe, AZ 85282

         (hereinafter called, the "Borrower") 

      

    

  



AND: 


  
    
      
        Blue Citi, LLC with and address at 

        _____________

        (hereinafter called, the "Lender") 

      

    

  



WHEREAS:

	A. 	
      The Lender has, pursuant to various convertible notes
      (collectively, the "Note Agreements"), advanced funds to the
      Borrower, in the principal amount of $2,419,206.95 as at the date hereof;
      and

	 	 
	B. 	
      The Borrower and the Lender now wish to make certain
      further amendments to the provisions of the Note
  Agreements.



NOW THEREFORE THIS THIRD AMENDMENT TO CONVERTIBLE LOAN
AGREEMENT WITNESSETH that in consideration of these premises and for other
good and valuable consideration, the receipt and sufficiency of which is also
hereby acknowledged by each of the parties hereto, the parties hereto hereby
agree as follows: 

	1. 	
      All capitalized terms not otherwise defined herein shall
      have the meanings set out in the Note Agreements.

	 	 	 
	2. 	
      As an extension/forbearance fee the Borrower shall issue
      to the Lender $400,000.00 Common Share purchase warrants with the
      following terms:

	 	 	 
		(a) 	
      1⁄2 of the warrants exercisable at $0.0025 per additional
      Common Share;

	 	 	 
		(b) 	
      the remaining 1⁄2 of the warrants exercisable at $0.0035
      per additional Common Share;

	 	 	 
		(c) 	
      the warrants shall provide for “cashless exercise”
      provisions;

	 	 	 
		(d) 	
      the terms of the warrants shall be for a period of 5
      years from the date hereof; and








	 	(e) 	
      if the Borrower’s shares of common stock closes at or
      below .0005 for a period of 3 days the above warrant exercise prices
      adjust to 300% and 400% of the lowest trading
price).




	3. 	
      The conversion price related to the discount amount under
      the Note Agreements is amended from a 50% discount to a 25%
    discount..

	 	 
	4. 	
      In all other respects the terms and conditions of the
      Note Agreements shall continue in full force and effect and the Lender
      hereby agrees and confirms that the Note Agreements is in good standing
      and that the Borrower is not in default of any of its obligations under
      the Note Agreements.

	 	 
	5. 	
      Each of the parties hereto agrees to do and/or execute
      all such further and other acts, deeds, things, devices, documents and
      assurances as may be required in order to carry out the true intent and
      meaning of this Amending Agreement.

	 	 
	6. 	
      This Amending Agreement shall enure to the benefit of and
      be binding upon the parties hereto and each of their successors and
      permitted assigns, as the case may be.

	 	 
	7. 	
      This Amending Agreement may be executed in counterparts
      and by electronic or facsimile transmission, each of which shall be deemed
      to be an original and all of which shall constitute one and the same
      document.



[Signature Page Follows] 




IN WITNESS WHEREOF, the parties hereto have executed
this Amending Agreement as of the day and year first above written. 

Blue Citi, LLC 

	By: 	  	 
	Its: 	President and CEO 	 


LITHIUM EXPLORATION GROUP, INC.