Lithium Exploration Group Inc.: Exhibit 10.32 - 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: 4,000,000 	Initial Issue Date: March 3, 2014 
	Aggregate Exercise Amount: $200,000 	  


                             
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for
value received, JDF CAPITAL 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 three (3) 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 4,000,000 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 March 3, 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 $0.05 per share, subject to adjustment hereunder (the
“Exercise Price”). The aggregate exercise price is $200,000. 

              
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: 

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. 

              
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: 

JDF CAPITAL INC.

________________________________
John Fierro, President 

7 




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:
________________________________________