Lithium Exploration Group Inc.: Exhibit 10.6 - 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: •  	Initial Issue Date: •  
	Aggregate Exercise Amount: $• 	  


                             
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for
value received, • ., 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
• 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 September 13, 2013 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 $0.0675
per share, subject to adjustment hereunder (the “Exercise Price”). The
aggregate exercise price is $• . 

              
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: 

1 




(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. 

2 




              
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. 

3 




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. 

4 




              
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. 

5 




              
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. 

6 




              
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. 

*     *     * 

7




     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: 
	 	  
	 	•   
	 	  
	 	  
	 	___________________________________
	 	• , President 


8 




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:
________________________________________