Lithium Exploration Group, Inc.: Exhibit 10.13 - Filed by newsfilecorp.com






NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

LITHIUM EXPLORATION
GROUP, INC. 

CONVERTIBLE NOTE 

	Issuance Date: February 28, 2014 	Original Principal Amount: $110,000 
	Note No. LEXG-1 	    Consideration
      Paid at Close: $100,000 


                                          FOR VALUE RECEIVED,
LITHIUM EXPLORATION GROUP, INC., a Nevada corporation (the "Company"),
hereby promises to pay to the order of VISTA CAPITAL INVESTMENTS, LLC or
registered assigns (the "Holder") the amount set out above as the
Original Principal Amount (as reduced pursuant to the terms hereof pursuant to
redemption, conversion or otherwise, the "Principal") when due, whether
upon the Maturity Date (as defined below), acceleration, redemption or otherwise
(in each case in accordance with the terms hereof) and to pay interest
("Interest") on any outstanding Principal at the applicable Interest Rate
from the date set out above as the Issuance Date (the "Issuance Date")
until the same becomes due and payable, upon the Maturity Date or acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms
hereof).

                                          The Original Principal Amount is
$110,000 (one hundred ten thousand) plus accrued and unpaid interest and any
other fees. The Consideration is $100,000 (one hundred thousand) payable by wire
transfer (there exists a $10,000 original issue discount (the “OID”)). The
Holder shall pay $100,000 of Consideration upon closing of this Note. For
purposes hereof, the term “Outstanding Balance” means the Original Principal Amount, as reduced or increased, as the case
may be, pursuant to the terms hereof for conversion, breach hereof or otherwise,
plus any accrued but unpaid interest, collection and enforcements costs, and any
other fees or charges incurred under this Note. The Original Principal Amount
due to Holder shall be prorated based on the Consideration paid by Holder (plus
an approximate 10% Original Issue Discount that is prorated based on the
Consideration paid by the Holder as well as any other interest or fees) such
that the Company is only required to repay the amount funded and the Company is
not required to repay any unfunded portion of this Note.

                                          (1)                      GENERAL TERMS 

                                                                    (a)                      Payment of Principal.
The "Maturity Date" shall be September 1, 2014, as may be extended at the
option of the Holder in the event that, and for so long as, an Event of Default
(as defined below) shall not have occurred and be continuing on the Maturity
Date (as may be extended pursuant to this Section 1) or any event shall not have
occurred and be continuing on the Maturity Date (as may be extended pursuant to
this Section 1) that with the passage of time and the failure to cure would
result in an Event of Default.




                                                                    (b)                      Interest. A one-time
interest charge of twelve percent (12%) (“Interest Rate”) shall be
applied on the Issuance Date to the Original Principal Amount. Interest
hereunder shall be paid on the Maturity Date (or sooner as provided herein) to
the Holder or its assignee in whose name this Note is registered on the records
of the Company regarding registration and transfers of Notes in cash or
converted into Common Stock at the Conversion Price provided the Equity
Conditions are satisfied.

                                                                    (c)                      Security. This Note
shall not be secured by any collateral or any assets pledged to the Holder 

                                                                    (d)                      Warrants. As
inducement to enter into the Note, the Company shall issue to Holder a warrant
to purchase up to 10,312,500 shares of common stock, in the form attached hereto
as Exhibit B (the “Warrant”). 

                                          (2)                      EVENTS OF DEFAULT.

                                                                    (a)                      An “Event of Default”,
wherever used herein, means any one of the following events (whatever the reason
and whether it shall be voluntary or involuntary or effected by operation of law
or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body): 

                                                                                               (i)                      The Company's failure to pay
to the Holder any amount of Principal, Interest, or other amounts when and as
due under this Note (including, without limitation, the Company's failure to pay
any redemption payments or amounts hereunder) or any other Transaction
Document;

                                                                                               (ii)                      A Conversion Failure as defined in section 3(b)(ii) 

                                                                                               (iii)                    The Company or any
subsidiary of the Company shall commence, or there shall be commenced against
the Company or any subsidiary of the Company under any applicable bankruptcy or
insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or any subsidiary of
the Company or there is commenced against the Company or any subsidiary of the
Company any such bankruptcy, insolvency or other proceeding which remains
undismissed for a period of 61 days; or the Company or any subsidiary of the
Company is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Company or any
subsidiary of the Company suffers any appointment of any custodian, private or
court appointed receiver or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of sixty one (61)
days; or the Company or any subsidiary of the Company makes a general assignment
for the benefit of creditors; or the Company or any subsidiary of the Company
shall fail to pay, or shall state that it is unable to pay, or shall be unable
to pay, its debts generally as they become due; or the Company or any subsidiary
of the Company shall call a meeting of its creditors with a view to arranging a
composition, adjustment or restructuring of its debts; or the Company or any
subsidiary of the Company shall by any act or failure to act expressly indicate
its consent to, approval of or acquiescence in any of the foregoing; or any
corporate or other action is taken by the Company or any subsidiary of the
Company for the purpose of effecting any of the foregoing; 

                                                                                               (iv)                      The Company or any
subsidiary of the Company shall default in any of its obligations under any
other Note or any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be
issued, or by which there may be secured or evidenced any indebtedness for
borrowed money or money due under any long term leasing or factoring arrangement of the Company or any
subsidiary of the Company in an amount exceeding $100,000, whether such
indebtedness now exists or shall hereafter be created; and

2 




                                                                                               (v)                      The Common Stock is suspended
or delisted for trading on the Over the Counter Bulletin Board market (the
“Primary Market”).

                                                                                               (vi)                     The Company loses its ability to deliver shares via
“DWAC/FAST” electronic transfer. 

                                                                                               (vii)                    The Company loses its status as “DTC Eligible.” 

                                                                                               (viii)                   The Company shall become
late or delinquent in its filing requirements as a fully-reporting issuer
registered with the Securities & Exchange Commission. 

                                                                    (b)                      Upon the occurrence of any
Event of Default, the Outstanding Balance shall immediately increase to 120% of
the Outstanding Balance immediately prior to the occurrence of the Event of
Default (the “Default Effect”). The Default Effect shall automatically apply
upon the occurrence of an Event of Default without the need for any party to
give any notice or take any other action. 

                                          (3)                      CONVERSION OF NOTE.
This Note shall be convertible into shares of the Company's Common Stock, on the
terms and conditions set forth in this Section 3. 

                                                                    (a)                      Conversion Right.
Subject to the provisions of Section 3(c), at any time or times on or after the
Issuance Date, the Holder shall be entitled to convert any portion of the
outstanding and unpaid Conversion Amount (as defined below) into fully paid and
nonassessable shares of Common Stock in accordance with Section 3(b), at the
Conversion Price (as defined below). The number of shares of Common Stock
issuable upon conversion of any Conversion Amount pursuant to this Section 3(a)
shall be equal to the quotient of dividing the Conversion Amount by the
Conversion Price. The Company shall not issue any fraction of a share of Common
Stock upon any conversion. If the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a
share of Common Stock up to the nearest whole share. The Company shall pay any
and all transfer agent fees, legal fees, costs and any other fees or costs that
may be incurred or charged in connection with the issuance of shares of the
Company’s Common Stock to the Holder arising out of or relating to the
conversion of this Note.

                                                                                               (i)                      "Conversion Amount"
means the portion of the Original Principal Amount and Interest to be converted,
plus any penalties, redeemed or otherwise with respect to which this
determination is being made. 

                                                                                               (ii)                      "Conversion Price"
shall equal the lesser of (a) $0.075 or (b) 50% of the lowest trade occurring
during the twenty five (25) consecutive Trading Days immediately preceding the
applicable Conversion Date on which the Holder elects to convert all or part of
this Note, subject to adjustment as provided in this Note. 

                                                                    (b)                      Mechanics of Conversion. 

                                                                                               (i)                        Optional Conversion.
To convert any Conversion Amount into shares of Common Stock on any date (a
"Conversion Date"), the Holder shall (A) transmit by email, facsimile (or
otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on
such date, a copy of an executed notice of conversion in the form attached
hereto as Exhibit A (the "Conversion Notice") to the Company. On
or before the third Business Day following the date of receipt of a Conversion
Notice (the "Share Delivery Date"), the Company shall (A) if legends are
not required to be placed on certificates of Common Stock pursuant to the then existing provisions of
Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the
Transfer Agent is participating in the Depository Trust Company's ("DTC")
Fast Automated Securities Transfer Program, credit such aggregate number of
shares of Common Stock to which the Holder shall be entitled to the Holder's or
its designee's balance account with DTC through its Deposit Withdrawal Agent
Commission system or (B) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and deliver to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
Holder or its designee, for the number of shares of Common Stock to which the
Holder shall be entitled which certificates shall not bear any restrictive
legends unless required pursuant the Rule 144. If this Note is physically
surrendered for conversion and the outstanding Principal of this Note is greater
than the Principal portion of the Conversion Amount being converted, then the
Company shall, upon request of the Holder, as soon as practicable and in no
event later than three (3) Business Days after receipt of this Note and at its
own expense, issue and deliver to the holder a new Note representing the
outstanding Principal not converted. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of this Note shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock upon the transmission of a Conversion Notice.

3 




                                                                                               (ii)                      Company's Failure to
Timely Convert. If within two (2) Trading Days after the Company's receipt
of the facsimile or email copy of a Conversion Notice the Company shall fail to
issue and deliver to Holder via “DWAC/FAST” electronic transfer the number of
shares of Common Stock to which the Holder is entitled upon such holder's
conversion of any Conversion Amount (a "Conversion Failure"), the
Original Principal Amount of the Note shall increase by $2,000 per day until the
Company issues and delivers a certificate to the Holder or credit the Holder's
balance account with DTC for the number of shares of Common Stock to which the
Holder is entitled upon such holder's conversion of any Conversion Amount (under
Holder’s and Company’s expectation that any penalty amounts will tack back to
the Issuance Date). Company will not be subject to any penalties once its
transfer agent processes the shares to the DWAC system. If the Company fails
to deliver shares in accordance with the timeframe stated in this Section,
resulting in a Conversion Failure, the Holder, at any time prior to selling all
of those shares, may rescind any portion, in whole or in part, of that
particular conversion attributable to the unsold shares and have the rescinded
conversion amount returned to the Outstanding Balance with the rescinded
conversion shares returned to the Company (under Holder’s and Company’s
expectations that any returned conversion amounts will tack back to the original
date of the Note). 

                                                                                               (iii)                      DWAC/FAST
Eligibility. If the Company fails for any reason to deliver to the Holder
the Shares by DWAC/FAST electronic transfer (such as by delivering a physical
stock certificate), or if there is a Conversion Failure as defined in Section
3(b)(ii), 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 by either of the following
options at Holder’s election: 

Market Price Loss = [(High trade price
for the period between the day of conversion and the day the shares clear in the
Holder’s brokerage account) x (Number of shares receivable from the conversion)]
– [(Net Sales price realized by Holder) x (Number of shares receivable from the
conversion)]. 

Option A – Pay Market Price Loss in
Cash. 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. 

Option B – Add Market Price Loss to
Outstanding Balance. The Company must pay the Market Price Loss by adding the
Market Price Loss to the Outstanding Balance (under Holder’s and the Company’s
expectation that any Market Price Loss amounts will tack back to the Issuance
Date). 

4 




In the case that conversion shares are not deliverable by
DWAC/FAST electronic transfer an additional 5% discount to the Conversion Price
will apply. 

                                                                                               (iv)                     DTC Eligibility. If the Company fails to maintain
its status as “DTC Eligible” for any reason, the Principal Amount of the Note
shall increase by ten thousand dollars ($15,000) (under Holder’s and Company’s
expectation that any Principal Amount increase will tack back to the Issuance
Date). In addition, the Conversion Price shall be redefined to equal the lesser
of (a) $0.05 or (b) 40% of the lowest trade occurring during the twenty five
(25) consecutive Trading Days immediately preceding the applicable Conversion
Date on which the Holder elects to convert all or part of this Note, subject to
adjustment as provided in this Note. 

                                                                                               (v)                      Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of
any portion of this Note in accordance with the terms hereof, the Holder shall
not be required to physically surrender this Note to the Company unless (A) the
full Conversion Amount represented by this Note is being converted or (B) the
Holder has provided the Company with prior written notice (which notice may be
included in a Conversion Notice) requesting reissuance of this Note upon
physical surrender of this Note. The Holder and the Company shall maintain
records showing the Principal and Interest converted and the dates of such
conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note
upon conversion. 

                                                                    (c)                      Limitations on Conversions or Trading. 

                                                                                               (i)                       Beneficial Ownership.
The Company shall not effect any conversions of this Note and the Holder shall
not have the right to convert any portion of this Note or receive shares of
Common Stock as payment of interest hereunder to the extent that after giving
effect to such conversion or receipt of such interest payment, the Holder,
together with any affiliate thereof, would beneficially own (as determined in
accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 4.99% of the number of shares of Common Stock
outstanding immediately after giving effect to such conversion or receipt of
shares as payment of interest. Since the Holder will not be obligated to report
to the Company the number of shares of Common Stock it may hold at the time of a
conversion hereunder, unless the conversion at issue would result in the
issuance of shares of Common Stock in excess of 4.99% of the then outstanding
shares of Common Stock without regard to any other shares which may be
beneficially owned by the Holder or an affiliate thereof, the Holder shall have
the authority and obligation to determine whether the restriction contained in
this Section will limit any particular conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of the principal amount of this Note
is convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of this Note
that, without regard to any other shares that the Holder or its affiliates may
beneficially own, would result in the issuance in excess of the permitted amount
hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with Section 3(a) and, any principal amount
tendered for conversion in excess of the permitted amount hereunder shall remain
outstanding under this Note. The provisions of this Section may be waived by a
Holder (but only as to itself and not to any other Holder) upon not less than 65
days prior notice to the Company. Other Holders shall be unaffected by any such
waiver.

                                                                    (d)                      Other Provisions. 

                                                                                               (i)                      Share Reservation. The
Company shall at all times reserve and keep available out of its authorized
Common Stock the full number of shares of Common Stock issuable upon conversion
of all outstanding amounts under this Note; and within five (5) Business Days
following the receipt by the Company of a Holder's notice that such
minimum number of Underlying Shares is not so reserved, the Company shall
promptly reserve a sufficient number of shares of Common Stock to comply with
such requirement. The Company will at all times reserve at least 7,500,000
shares of Common Stock for conversion.

5 




                                                                                               (ii)                       Prepayment. At any
time within the 90 day period immediately following the Issuance Date, the
Company shall have the option, upon 10 business days’ notice to Holder, to
pre-pay the entire remaining outstanding principal amount of this Note in cash,
provided that (i) the Company shall pay the Holder 125% of the Outstanding
Balance, (ii) such amount must be paid in cash on the next business day
following such 10 business day notice period, and (iii) the Holder may still
convert this Note pursuant to the terms hereof at all times until such
prepayment amount has been received in full. Except as set forth in this Section
the Company may not prepay this Note in whole or in part. 

                                                                                               (iii)                      Terms of Future
Financings. So long as this Note is outstanding, upon any issuance by the
Company or any of its subsidiaries of any security with any term more favorable
to the holder of such security or with a term in favor of the holder of such
security that was not similarly provided to the Holder in this Note, then the
Company shall notify the Holder of such additional or more favorable term and
such term, at Holder’s option, shall become a part of the transaction documents
with the Holder. The types of terms contained in another security that may be
more favorable to the holder of such security include, but are not limited to,
terms addressing conversion discounts, conversion lookback periods, interest
rates, original issue discounts, stock sale price, private placement price per
share, and warrant coverage. 

                                                                                               (iv)                      All calculations under this
Section 3 shall be rounded up to the nearest $0.00001 or whole share. 

                                                                                               (v)                      Nothing herein shall limit a
Holder's right to pursue actual damages or declare an Event of Default pursuant
to Section 2 herein for the Company's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief, in each case without the need to post a
bond or provide other security. The exercise of any such rights shall not
prohibit the Holder from seeking to enforce damages pursuant to any other
Section hereof or under applicable law.

                                          (4)                      SECTION 3(A)(9) OR
3(A)(10) TRANSACTION. So long as this Note is outstanding, the Company shall
not enter into any transaction or arrangement structured in accordance with,
based upon, or related or pursuant to, in whole or in part, either Section
3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of
the Securities Act (a “3(a)(10) Transaction”). In the event that the Company
does enter into, or makes any issuance of Common Stock related to a 3(a)(9)
Transaction or a 3(a)(10) Transaction while this note is outstanding, a
liquidated damages charge of 25% of the outstanding principal balance of this
Note, but not less than $25,000, will be assessed and will become immediately
due and payable to the Holder at its election in the form of cash payment or
addition to the balance of this Note. 

                                          (5)                      [THIS SECION INTENTIONALLY LEFT BLANK] 

                                          (6)                      REISSUANCE OF THIS NOTE. 

                                                                    (a)                      Assignability. The
Company may not assign this Note. This Note 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
Company’s approval. 

6 





 




                                          (8)                      APPLICABLE LAW AND
VENUE. This Note shall be governed by and construed in accordance with the
laws of the State of Nevada, without giving effect to conflicts of laws thereof.
Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of
California or in the federal courts located in the city and county of San Diego,
in the State of California. Both parties and the individuals signing this
Agreement agree to submit to the jurisdiction of such courts. 

                                                                    (a)                      WAIVER. Any waiver by
the Holder of a breach of any provision of this Note shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach
of any other provision of this Note. The failure of the Holder to insist upon
strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing. 

[Signature Page Follows] 

8 




                                          IN WITNESS WHEREOF, the
Company has caused this Convertible Note to be duly executed by a duly
authorized officer as of the date set forth above. 


	COMPANY: 
	 
	LITHIUM EXPLORATION GROUP, INC. 
	 	 
	By: 	
    
	Name: 	Alexander R. Walsh 
	Title: 	Chief Executive Officer







	 
	HOLDER: 
	 
	VISTA CAPITAL INVESTMENTS, LLC. 
	 
	By: 
	Name: David Clark 
	Title: Principal 



[Signature Page to Convertible Note No. LEXG-1] 




EXHIBIT A 

NOTICE OF CONVERSION 

[Company Contact, Position] 
[Company Name] 
[Company
Address] 
[Contact Email Address} 


The undersigned hereby elects to convert a portion of the $
________ Convertible Note _______ issued to Vista Capital Investments, LLC on
____________ into Shares of Common Stock of ____________ according to the
conditions set forth in such Note as of the date written below. 

By accepting this notice of conversion, you are acknowledging
that the number of shares to be delivered represents less than 5% (five percent)
of the common stock outstanding. If the number of shares to be delivered
represents more than 4.99% of the common stock outstanding, this conversion
notice shall immediately automatically extinguish and debenture Holder must be
immediately notified. 


	Date of Conversion: 	 
	 	 
	Conversion Amount: 	 
	 	 
	Conversion Price: 	 
	 	 
	Shares to be Delivered: 	 



Shares delivered in name of:

VISTA CAPITAL INVESTMENTS, LLC 

	Signature:  		 
	 	By: 	 
	 	Title: 	 
	 	Vista Capital Investments, LLC 	 






EXHIBIT B 

WARRANT