Lithium Exploration Group, Inc. - Exhibit 10.1 - Filed by newsfilecorp.com





SECURITIES PURCHASE AGREEMENT 

            This
Securities Purchase Agreement (this “Agreement”) is dated as of July, 22
2014, between Lithium Exploration Group, Inc., a Nevada corporation (the
“Company”) and JDF Capital Inc., (the “Purchaser”) (referred to
collectively herein as the “Parties”). 

            WHEREAS,
the Company desires to sell and Purchaser desires to purchase a Secured
Convertible Promissory Note due, subject to the terms therein, eighteen months
from its effective date of issuance, issued by the Company to the Purchaser, in
the form of Exhibit A attached hereto (the “Note”) and a Warrant to
purchase 17,700,000 shares of the Company’s common stock for a period of five
(5) years from the date hereof, issued by the Company to the Purchaser, in the
form of Exhibit B attached hereto (the “Warrant,” and together with the
Note, the “Securities”) as set forth below; 

            NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
the Company and the Purchaser agree as follows: 

           
ARTICLE I PURCHASE AND SALE 

            1.1       
Purchase and Sale. Upon the terms and subject to the conditions set forth
herein, the Company agrees to sell, and the Purchaser agrees to purchase the
Note, in an aggregate principal amount of $708,000, and a Warrant to purchase
17,700,000 shares of Company common stock with an aggregate exercise price of
$708,000. The Note shall be funded by the Purchaser in the amount of $600,000
and shall include $108,000 in respect of prepaid interest calculated in advance
at the rate of 12% per annum for 18 months. On the Effective Date, the Purchaser
shall deliver to the Company, via wire transfer, immediately available funds in
the amount of US$100,000 (the “Purchase Price”) and the Company shall
deliver to the Purchaser the Note and the Warrant. The Warrant shall vest fully
on the Effective Date.

            1.2       
Effective Date. This Agreement will become effective on July 22,
2014,(the “Effective Date”) and only upon occurrence of the two following
events: execution of this Agreement, the Note, and the Warrant by both the
Company and the Purchaser, and delivery of the first payment of the Purchase
Price by the Purchaser to the Company. 

            1.3       
Additional Payments. The Note requires the Purchaser to pay $500,000 of
additional consideration to the Company by providing $100,000 on or before the
22st day of each month beginning on August 22st, 2014 and
ending on December 22st, 2014 (the “Additional Payments”).


            1.4       
General Security Agreement. To secure the due payment of all principal
and interest payable pursuant to the Note, the Company shall cause to be
provided to the Purchaser contemporaneously with the advance of the Purchase
Price, the general security agreement annexed to the Note as Exhibit A granting
the Purchaser a security interest in all of the present and after acquired
personal property (the “Security”) of Alta Disposal Ltd.

           
ARTICLE II MISCELLANEOUS 

            2.1       
Successors and Assigns. This Agreement may not be assigned by the
Company. The Purchaser may assign any or all of its rights under this Agreement
and agreements related to this transaction. The terms and conditions of this
Agreement shall inure to the benefit of, and be binding upon, the respective
successors and permitted assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties
hereto or their respective successors, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. 

            2.2       
Reservation of Authorized Shares. As of the effective date of this
Agreement and for the remaining period during which the Note is outstanding and
the Warrant is exercisable for shares of the Company, the Company will reserve
from its authorized and unissued common stock a sufficient number of shares, and
not less than 30,000,000 common shares from time to time, to provide for the
issuance of common stock upon the full conversion of the Note and the full
exercise of the Warrant. The Company represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. The Company
agrees that its issuance of the Note and the Warrant constitutes full authority to its
officers, agents and transfer agents who are charged with the duty of executing
and issuing shares to execute and issue the necessary shares of common stock
upon the conversion of the Note and the exercise of the Warrant. No further
approval or authority of the stockholders or the Board of Directors of the
Company will be required for the issuance and sale of the Securities to be sold
by the Company as contemplated by the Agreement or for the issuance of the
shares contemplated by the Note or the shares contemplated by the Warrant. 

1 




            2.3       
Rule 144 Tacking Back and Registration Rights. Whenever the Note or
Warrant or any other document related to this transaction provides that a
conversion amount, make-whole amount, penalty, fee, liquidated damage, or any
other amount or shares (a “Tack Back Amount”) tacks back to the original date of
the Note, Warrant, or document for purposes of Rule 144 or otherwise, in the
event that such Tack Back Amount was registered or carried registration rights,
then that Tack Back Amount shall have the same registration status or
registration rights as were in effect immediately prior to the event that gave
rise to such Tack Back Amount tacking back. For example, if the Purchaser
converts a portion of the Note and receives registered shares and the Purchaser
later rescinds that conversion, the conversion amount would be returned to the
principal balance of the Note and upon any future conversion of the Note the
amount converted would be convertible into shares registered on that
registration statement. 

            2.4       
Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada, without regard to
the principles of conflict of laws thereof. The parties hereby consent to the
exclusive jurisdiction of the state and federal courts located in the State of
Nevada in respect of any action brought by either party against the other
concerning the transactions contemplated by this Agreement. Both parties and the
individuals signing this Agreement agree to submit to the jurisdiction of such
courts. 

            2.5       
Delivery of Process by Purchaser to Company. In the event of any action
or proceeding by the Purchaser against the Company, and only by Purchaser
against the Company, service of copies of summons and/or complaint and/or any
other process which may be served in any such action or proceeding may be made
by Purchaser via overnight delivery service such as FedEx or UPS, process
server, or by personal delivery a copy of such process to the Company at its
last known address or to its last known attorney as set forth in its most recent
SEC filing. 

            2.6       
Notices. Any notice required or permitted hereunder must be in writing
and either be personally served, sent by facsimile or email transmission, or
sent by overnight courier. Notices will be deemed effectively delivered at the
time of transmission if by facsimile or email, and if by overnight courier the
business day after such notice is deposited with the courier service for
delivery. 

            2.7       
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this Agreement may be
effected by email. 

            2.8       
Expenses. The Company and the Purchaser shall pay all of their own costs
and expenses incurred with respect to the negotiation, execution, delivery and
performance of this Agreement. In the event any attorney is employed by either
party to this Agreement with respect to legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Agreement
or because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the prevailing party in
such proceeding will be entitled to recover from the other party reasonable
attorneys’ fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.

      
     2.9       
No Public Announcement. Except as required by securities law, no public
announcement may be made regarding this Agreement, the Note, the Warrant, or the
Purchase Price without written permission by both the Company and the Purchaser.


           
2.10      Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their commercially reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. 

2 




           
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
22 day of July, 2014. 

 

LITHIUM EXPLORATION GROUP, INC.


 

	 	By: 	/s/ Alexander Walsh 
	 	 	Alexander Walsh 
	 	 	President 


 

JDF CAPITAL INC. 

 

	 	By: 	/s/ John Fierro 
	 	 	John Fierro 
	 	 	President 


[Securities Purchase Agreement Signature Page] 

3