Lithium Exploration Group Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

COMMON STOCK PURCHASE WARRANT

LITHIUM EXPLORATION GROUP, INC.

	Warrant Shares: 1,111,111 	Initial Issue Date: February 27, 2014 
	Aggregate Exercise Amount: $100,000 	


THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, JSJ Investments Inc., or its assigns (the “Holder”) is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the
“Initial Exercise Date”) and on or prior to the close of business on the five
(5) year anniversary of the Initial Exercise Date (as subject to adjustment
hereunder, the “Termination Date”), to subscribe for and purchase from Lithium
Exploration Group, Inc., a Nevada corporation (the “Company”), up to
1,111,111 shares (as subject to adjustment herein, the “Warrant Shares”)
of common stock of the Company (the “Common Stock”). The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price,
as defined in Section 1.2.

ARTICLE 1 EXERCISE RIGHTS 

The Holder will have the right to exercise this Warrant to
purchase shares of Common Stock as set forth below. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement Document dated February 20, 2014 between the
Company and the Holder (the “Agreement”).

1.1 Exercise of Warrant. Exercise of the purchase rights
represented by this Warrant may be made, in whole or in part, from and after the
Initial Exercise Date, and then at any time, by delivery to the Company (or such
other office or agency of the Company as it may designate by notice in writing
to the registered Holder at the address of the Holder appearing on the books of
the Company) of a duly executed facsimile or emailed copy of the Notice of
Exercise form annexed hereto. Within three (3) business days following the date
of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the shares specified in the applicable Notice of Exercise by wire transfer or check drawn on a United States
bank unless the cashless exercise procedure specified in Section 1.3 below is
specified in the applicable Notice of Exercise. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of
such purchases. The Company shall deliver any objection to any Notice of
Exercise form within 24 hours of receipt of such notice. The Holder and any
assignee, by acceptance of this Warrant, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face
hereof.




1.2 Exercise Price. The exercise price per share of Common
Stock under this Warrant shall be $0.09 per share, subject to adjustment
hereunder (the “Exercise Price”). The aggregate exercise price is $100,000.

1.3 Cashless Exercise. If at any time after the earlier of (i)
the six (6) month anniversary of the date of the Agreement and (ii) the
completion of the then-applicable holding period required by Rule 144, or any
successor provision then in effect, there is no effective Registration Statement
registering, or no current prospectus available for, the resale of the Warrant
Shares by the Holder, then this Warrant may also be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the trading day immediately preceding the
date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise; 

(B) = the Exercise Price of this Warrant, as adjusted
hereunder; and

(X) = the number of Warrant Shares that would be issuable upon
exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.

1.4 Delivery of Warrant Shares. Warrant Shares purchased
hereunder will be delivered to Holder by 2:30 pm EST within two (2) business
days of Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the
“Warrant Share Delivery Date”). For example, if Holder delivers a Notice of
Exercise to the Company at 5:15 pm eastern time on Monday January 1st, the
Company’s transfer agent must deliver shares to Holder’s broker via “DWAC/FAST”
electronic transfer by no later than 2:30 pm eastern time on Wednesday January
3rd. The Warrant Shares shall be deemed to have been issued, and Holder or any
other person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date of delivery of
the Notice of Exercise. Holder may assess penalties or liquidated damages (both
referred to herein as “penalties”) as follows. For each exercise, in the event
that shares are not delivered by the third business day (inclusive of the day of
exercise), the Company shall pay the Holder in cash a penalty of $2,000
per day for each day after the third business day (inclusive of the day of
exercise) until share delivery is made. The Company will not be subject to any
penalties once its transfer agent correctly processes the shares to the DWAC
system. The Company will make its best efforts to deliver the Warrant Shares to
the Holder the same day or next day.




1.5 Delivery of Warrant. The Holder shall not be required to
physically surrender this Warrant to the Company. If the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, this Warrant shall automatically be cancelled without the need to
surrender the Warrant to the Company for cancellation. If this Warrant shall
have been exercised in part, the Company shall, at the request of Holder and
upon surrender of this Warrant, at the time of delivery of the Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant and, for
purposes of Rule 144, shall tack back to the original date of this Warrant.

1.6 Warrant Exercise Rescission Rights. For any reason in
Holder’s sole discretion, including if the Warrant Shares are not delivered by
DWAC/FAST electronic transfer or in accordance with the timeframe stated in
Section 1.4, or for any other reason, Holder may, at any time prior to selling
those Warrant Shares rescind such exercise, in whole or in part, in which case
the Company must, within three (3) days of receipt of notice from the Holder,
repay to the Holder the portion of the exercise price so rescinded and reinstate
the portion of the Warrant and equivalent number of Warrant Shares for which the
exercise was rescinded and, for purposes of Rule 144, such reinstated portion of
the Warrant and the Warrant Shares shall tack back to the original date of this
Warrant. If Warrant Shares were issued to Holder prior to Holder’s rescission
notice, upon return of payment from the Company, Holder will, within three (3)
days of receipt of payment, commence procedures to return the Warrant Shares to
the Company.

1.7 Compensation for Buy-In on Failure to Timely Deliver
Certificates Upon Exercise. In addition to any other rights available to the
Holder, if the Company fails to cause its transfer agent to transmit to the
Holder the Warrant Shares on or before the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the
amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other fees, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the number of
Warrant Shares that the Company was required to deliver to the Holder in
connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (B) at the
option of the Holder, either (x) reinstate the portion of the Warrant and
equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded), (y) deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder, or (z) pay
in cash to the Holder the amount obtained by multiplying (1) the number of
Warrant Shares that the Company was required to deliver to the Holder in
connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed. The Holder shall provide
the Company written notice indicating the amounts payable to the Holder in
respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss.




1.8 Make-Whole for Market Loss after Exercise. At the Holder’s
election, if the Company fails for any reason to deliver to the Holder the
Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a
physical certificate) and if the Holder incurs a Market Price Loss, then at any
time subsequent to incurring the loss the Holder may provide the Company written
notice indicating the amounts payable to the Holder in respect of the Market
Price Loss and the Company must make the Holder whole as follows:

Market Price Loss = [(High trade price on the day of exercise)
x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number of
Warrant Shares)]

The Company must pay the Market Price 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.

1.9 Make-Whole for Failure to Deliver Loss. At the Holder’s
election, if the Company fails for any reason to deliver to the Holder the
Warrant Shares by the Warrant Share Delivery Date 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 Warrant 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.

1.10 Choice of Remedies. Nothing herein, including, but not
limited to, Holder’s electing to pursue its rights under Sections 1.8 or 1.9 of
this Warrant, shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver shares of Common Stock upon exercise of the
Warrant as required pursuant to the terms hereof.

1.11 Charges, Taxes and Expenses. Issuance of Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such shares, all of which
taxes and expenses shall be paid by the Company, and such Warrant Shares shall
be issued in the name of the Holder or in such name or names as may be directed
by the Holder. The Company shall pay all transfer agent fees required for
same-day processing of any Notice of Exercise.




1.12 Holder’s Exercise Limitations. Unless otherwise agreed in
writing by both the Company and the Holder, at no time will the Holder exercise
any amount of this Warrant to purchase Common Stock that would result in the
Holder owning more than 4.99% of the Common Stock outstanding of the Company
(the “Beneficial Ownership Limitation”). Upon the written or oral request of
Holder, the Company shall within twenty-four (24) hours confirm orally and in
writing to the Holder the number of shares of Common Stock then outstanding.


ARTICLE 2 ADJUSTMENTS
2.1 Stock Dividends and Splits. If the
Company, at any time while this Warrant is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its
Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not include any
shares of Common Stock issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding shares of Common Stock into a larger number of
shares, (iii) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event, and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 2.1 shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification.

2.2 Subsequent Equity Sales. If the Company or any Subsidiary
thereof, as applicable, at any time while this Warrant is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition) any Common Stock or any security entitling the
holder thereof (including sales or grants to the Holder) to acquire Common
Stock, including, without limitation, any debt, preferred stock, right, option,
warrant or other instrument that is convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock (a “Common Stock Equivalent”), at an effective price per share less than
the Exercise Price then in effect (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”) (it being understood and
agreed that if the holder of the Common Stock or Common Stock Equivalents so
issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which are issued in connection
with such issuance, be entitled to receive shares of Common Stock at an
effective price per share that is less than the Exercise Price, such issuance
shall be deemed to have occurred for less than the Exercise Price on such date
of the Dilutive Issuance at such effective price regardless of whether such
holder has received or ever receives shares at such effective price), then
simultaneously with the consummation of each Dilutive Issuance the Exercise
Price shall be reduced and only reduced to equal the Base Share Price and
consequently the number of Warrant Shares issuable hereunder shall be increased
such that the Aggregate Exercise Amount hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Amount prior to such adjustment.









 Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the
Holder, in writing, no later than the business day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 2.2, indicating therein the applicable issuance price, or applicable reset price,
exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). In addition, the Company shall provide the Holder, whenever the Holder requests at any time while this Warrant is outstanding, a
schedule of all issuances of Common Stock or Common Stock Equivalents since the date of the Agreement, including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other pricing terms. The
term issuances shall also include all agreements to issue, or prospectively issue Common Stock or Common Stock Equivalents, regardless of whether the issuance contemplated by such agreement is consummated. The Company shall notify the Holder in
writing of any issuances within twenty-four (24) hours of such issuance. For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2.2, upon the occurrence of any Dilutive Issuance, the
Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction,
the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised. “Variable Rate Transaction” means a
transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a
conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.


2.3 Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights
or warrants to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per
share fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.
In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall
be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.






2.4 Notice to Holder. Whenever the Exercise Price is adjusted
pursuant to any provision of this Article 2, the Company shall promptly notify
the Holder (by written notice) setting forth the Exercise Price after such
adjustment and any resulting adjustment to the number of Warrant Shares and
setting forth a brief statement of the facts requiring such adjustment.

ARTICLE 3 COMPANY COVENANTS

3.1 Reservation of Shares. As of the issuance date of this
Warrant and for the remaining period during which the Warrant is exercisable,
the Company will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Warrant Shares upon
the full exercise of this Warrant. The Company represents that upon issuance,
such Warrant Shares will be duly and validly issued, fully paid and
non-assessable. The Company agrees that its issuance of this 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
Warrant Shares upon the exercise of this Warrant. No further approval or
authority of the stockholders of the Board of Directors of the Company is
required for the issuance of the Warrant Shares.

3.2 No Adverse Actions. Except and to the extent as waived or
consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the
par value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (ii) take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable Warrant Shares upon the exercise
of this Warrant and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its
obligations under this Warrant.

ARTICLE 4 MISCELLANEOUS

4.1 Representation by the Holder. The Holder, by the acceptance
hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise,
for its own account and not with a view to or for distributing or reselling such
Warrant Shares or any part thereof in violation of the Securities Act or any
applicable state securities law, except pursuant to sales registered or exempted
under the Securities Act. 




4.2 Transferability. Subject to compliance with any applicable
securities laws, this Warrant and all rights hereunder (including, without
limitation, any registration rights) are transferable, in whole or in part, by a
written assignment of this Warrant duly executed by the Holder or its agent or
attorney. If necessary to obtain a new warrant for any assignee, the Company,
upon surrender of this Warrant, shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees, as applicable, and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and such new Warrants, for purposes of Rule 144, shall tack
back to the original date of this Warrant. The Warrant, if properly assigned in
accordance herewith, may be exercised by a new holder for the purchase of
Warrant Shares without having a new Warrant issued.

4.3 Assignability. The Company may not assign this Warrant.
This Warrant will be binding upon the Company and its successors, and will inure
to the benefit of the Holder and its successors and assigns, and may be assigned
by the Holder to anyone of its choosing without the Company’s approval.

4.4 Notices. Any notice required or permitted hereunder must be
in writing and either 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.

4.5 Governing Law. This Warrant will be governed by, and
construed and enforced in accordance with, the laws of the State of Arizona,
without regard to the conflict of laws principles thereof. Any action brought by
either party against the other concerning the transactions contemplated by this
Warrant shall be brought only in the state courts of Arizona or in the federal
courts located in the State of Arizona. Both parties and the individuals signing
this Agreement agree to submit to the jurisdiction of such courts.

4.6 Delivery of Process by Holder to the Company. In the event
of any action or proceeding by Holder against the Company, and only by Holder
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 Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such
process to the Company at its last known address or to its last known attorney
set forth in its most recent SEC filing.

4.7 No Rights as Stockholder Until Exercise. This Warrant does
not entitle the Holder to any voting rights, dividends or other rights as a
stockholder of the Company prior to the exercise hereof as set forth in Section
1.1. So long as this Warrant is unexercised, this Warrant carries no voting
rights and does not convey to the Holder any “control” over the Company, as such
term may be interpreted by the SEC under the Securities Act or the Exchange Act,
regardless of whether the price of the Company’s Common Stock exceeds the
Exercise Price.




4.8 Limitation of Liability. No provision hereof, in the
absence of any affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges
of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

4.9 Attorney Fees. In the event any attorney is employed by
either party to this Warrant with regard to any legal or equitable action,
arbitration or other proceeding brought by such party for the enforcement of
this Warrant or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Warrant, 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.

4.10 Opinion of Counsel. In the event that an opinion of
counsel is needed for any matter related to this Warrant, Holder has the right
to have any such opinion provided by its counsel. Holder also has the right to
have any such opinion provided by the Company’s counsel.

4.11 Nonwaiver. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies.

4.12 Amendment Provision. The term “Warrant” and all references
thereto, as used throughout this instrument, means this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

4.13 No Shorting. Holder agrees that so long as this Warrant
remains unexercised in whole or in part, Holder will not enter into or effect
any “short sale” of the common stock or hedging transaction which establishes a
net short position with respect to the common stock of the Company. The Company
acknowledges and agrees that as of the date of delivery to the Company of a
fully and accurately completed Notice of Exercise, Holder immediately owns the
common shares described in the Notice of Exercise and any sale of those shares
issuable under such Notice of Exercise would not be considered short sales.

IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized as of the date first above
indicated.

LITHIUM EXPLORATION GROUP, INC.
 

	By: 	 	 
	Alexander Walsh 	 
	President 	 







	HOLDER: 	 
	 	 
	Sameer Hirji 	 
	President 	 


NOTICE OF EXERCISE

TO: LITHIUM EXPLORATION GROUP, INC.

(1) The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or
[ ] the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in Section 1.3, to exercise this Warrant with respect
to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in Section 1.3.

(3) Please issue a certificate or certificates representing
said Warrant Shares in the name of the undersigned or in such other name as is
specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC
Account Number:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act of
1933, as amended.





	[SIGNATURE OF HOLDER] 	 
	  	 
	  	 
	Name:
      ______________________________________________________________________	 
	Date:
      _______________________________________________________________________