Lithium Exploration Group, Inc.: Exhibit 10.27 - Filed by newsfilecorp.com






PURCHASE AGREEMENT 

                     THIS PURCHASE AGREEMENT,
dated as of March 3, 2014, is entered into by and among, Lithium Exploration
Group Ltd., a Nevada Corporation (“LEXG”), Alta Disposal Ltd., Inc., an Alberta
corporation (the “Company”), and 514742 B.C. Ltd, a British Columbia corporation
(the “Purchaser”). 

W I T N E S S E T H: 

                     WHEREAS, the Purchaser wishes to
purchase a 20% Convertible Promissory Note of the Company (the “Note”), subject
to and upon the terms and conditions of this Agreement and acceptance of this
Agreement by the Company, on the terms and conditions referred to herein. 

                     WHEREAS, to induce the
Purchaser to purchase the Note, LEXG wishes to grant to the Purchaser, and the
Purchaser wishes to subscribe for, warrants to purchase common shares in the
capital stock of LEXG.

                     NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows: 

                     1.                      AGREEMENT TO PURCHASE;
PURCHASE PRICE. 

                                           a.                      Purchase. 

                                           (i)                      Subject to the terms and
conditions of this Agreement and the other Transaction Documents, the Purchaser
hereby agrees to purchase a Note in the aggregate amount of CDN$330,000, to be
funded by the Purchaser in the amount of $293,000 (the “Advance Amount”),
which Note shall be inclusive of the amounts described therein. 

                                           (ii)                      The Note referred to herein
shall be in the form of Annex I annexed hereto. 

                                           (iii)                      As additional consideration
for the Purchaser agreeing to Purchase the Note, LEXG shall issue to the
Purchaser warrants (the “Warrants”) to purchase 2,200,000 common shares in the
capital stock of LEXG(as defined herein) in the form of Warrant certificate
annexed hereto as Annex II. The issuance of the Warrants shall be subject
to the terms and conditions of this Agreement, including but not limited to
satisfactory completion by the Purchaser of the Canadian Investor Questionnaire
annexed hereto as Annex III.

                                           (iv)                      The purchase of the Note and
the issuance of the Warrants to the Purchaser and the other transactions
contemplated herein are sometimes collectively referred to herein and in the
other Transaction Documents as the “Transactions”. 

Page 1 




                                           b.                      Certain Definitions. As
used herein, each of the following terms has the meaning set forth below, unless
the context otherwise requires: 

                                            “Affiliate” means, with respect
to a specific Person referred to in the relevant provision, another Person who
or which controls or is controlled by or is under common control with such
specified Person. 

                                            “Certificate” means the original
signed Note duly executed by the Company. 

                                            “Closing Date” means the date of the
closing of the issuance of Note and the Warrants. 

                                            “Company Control Person” means
each director, executive officer, promoter, and such other Persons as may be
deemed in control of the Company pursuant to Rule 405 under the 1933 Act or
Section 20 of the 1934 Act (as defined below). 

                                            “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 

                                            “Holder” means the Person holding the
relevant Securities at the relevant time. 

                                           “Purchaser Control Person” means
each director, executive officer, promoter, and such other Persons as may be
deemed in control of the Purchaser pursuant to Rule 405 under the 1933 Act or
Section 20 of the 1934 Act. 

                                            “Person” means any living person
or any entity, such as, but not necessarily limited to, a corporation,
partnership or trust. 

                                            “Securities” means the Warrants and
the Warrant Shares. 

                                            “Subsidiary” means any subsidiary of
the Company. 

                                            “Transfer Agent” means, at any time,
the transfer agent for the Company’s Common Stock. 

                                           “Transaction Documents” means
this Purchase Agreement, the Note, and the Warrant and includes all ancillary
documents referred to in those agreements. 

                                           “Warrants” means, collectively,
share purchase warrants entitling the Purchaser to acquire 2,200,000 common
shares in the capital stock of LEXG in the form annexed to this Agreement as
Annex II. 

                                           “Warrant Shares” means common
shares in the capital stock of LEXG underlying the Warrants, and may be
purchased by the Purchaser from time to time in accordance with this Agreement
and the Warrants. 

                                           c.                      Form of Payment; Delivery of
Certificate and Warrant.

Page 2 




                                           (i)                      The Purchaser shall pay the
Advance Amount of the Note to be funded by delivering immediately available good
funds in Canadian Dollars to the Company on the Closing Date.

                                           (ii)                      On the Closing Date, the
Company and LEXG shall deliver to the Purchaser the Certificate and the
Warrants, duly executed on behalf of the Company and LEXG, as applicable.

                                           (iii)                      By signing this Agreement,
each of the Purchaser, the Company and LEXG agrees to all of the terms and
conditions of the Transaction Documents to which it is a party, all of the
provisions of which are incorporated herein by this reference as if set forth in
full. 

                                           d.                      Method of Payment.
Payment of the Advance Amount shall be made by wire transfer of funds to:

Account Name: W.L. Macdonald
Law Corporation 
Account Address: BMO Bank of Montreal
595 Burrard
Street, Vancouver, BC V7X1L7 
Institution #: 001

Branch/Transit: 00040 
Account ID: 00044641570 
Swift
Code: BOFMCAM2 
Routing #: CC000100040 
IMPORTANT: Please quote
file reference “Lithium Exploration Group
Inc. 


2.                      PURCHASER REPRESENTATIONS,
WARRANTIES, ETC. 

                                           The Purchaser represents and
warrants to, and covenants and agrees with, the Company and LEXG as follows:

                                           a.                      The Purchaser
has been duly incorporated, validly exists and is in good standing under the
jurisdiction of its incorporation and has full power, authority and legal right
to execute and deliver this Agreement and all other Transaction Documents. 

                                           b.                      The Purchaser hereby
represents that, in connection with its purchase of the Note and the Warrants,
it has not relied on any statement or representation by the Company, LEXG, or
any of their respective officers, directors and employees, attorneys or agents,
except as specifically set forth herein or in the Transaction Documents.

                                           c.                      This Agreement and the
other Transaction Documents to which the Purchaser is a party, and the
transactions contemplated thereby, have been duly and validly authorized,
executed and delivered on behalf of the Purchaser and are valid and binding
agreements of the Purchaser enforceable in accordance with their respective
terms, subject as to enforceability to general principles of equity and to
bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally. 

Page 3 




                                           d.                      The Purchaser
understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of the United States
Securities Act of 1933 (the “1933 Act”) and state securities laws and that LEXG
is relying upon the truth and accuracy of, and the Purchaser's compliance with,
the representations, warranties, agreements, acknowledgments and understandings
of the Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of the Purchaser to acquire the Securities. 

                                           e.                      LEXG will refuse to
register any transfer of the Securities not made in accordance with the
provisions of Regulation S, pursuant to an effective registration statement
under the 1933 Act or pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the 1933 Act. 

                                           f.                      LEXG has not
undertaken, and will have no obligation, to register any of the Securities under
the 1933 Act. 

                                           g.                      All subsequent offers
and sales of the Securities by the Purchaser shall be made pursuant to
registration of the relevant Securities under the 1933 Act or pursuant to an
exemption from registration. 

                                           h.                      The Purchaser and its
advisors, if any, have been furnished with or have been given access to all
materials relating to the business, finances and operations of LEXG and
materials relating to the offer and sale of the Securities which have been
requested by the Purchaser, including those set forth on in any annex attached
hereto. The Purchaser and its advisors, if any, have been afforded the
opportunity to ask questions of LEXG and its management and have received
complete and satisfactory answers to any such inquiries. Without limiting the
generality of the foregoing, the Purchaser has also had the opportunity to
obtain and to review LEXG 's filings on EDGAR. 

                                           i.                      the common stock of
LEXG is quoted on the OTC Markets quotation service under the symbol “LEXG”. The
Securities are not listed on any stock exchange and no representation has been
made to the Purchaser that any of the Securities will become listed on any stock
exchange. 

                                           j.                      The Purchaser
understands that its investment in the Securities involves a high degree of
risk. 

                                           k.                      The Purchaser
understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities. 

                                           l.                      the Purchaser is not
acquiring the Securities as a result of, and will not itself engage in, any
"directed selling efforts" (as defined in Regulation S under the 1933 Act) in
the United States in respect of any of the Securities which would include any
activities undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for the
resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of
any of the Warrant Shares pursuant to registration of any of the Warrant Shares
pursuant to the 1933 Act and any applicable state securities laws or under an
exemption from such registration requirements and as otherwise provided herein. 

Page 4 




                                           m.                      The Purchaser is
outside the United States when receiving and executing this Agreement and is
acquiring the Securities as principal for its own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in such Securities. 

                                           n.                      The statutory and
regulatory basis for the exemption claimed for the offer and sale of the
Securities, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the 1933 Act. 

                                           o.                      LEXG has advised the
Purchaser that LEXG is relying on an exemption from the requirements under
Canadian securities laws to provide the Purchaser with a prospectus and to sell
the Securities through a person registered to sell securities and, as a
consequence of acquiring the Securities pursuant to this exemption, certain
protections, rights and remedies provided, including statutory rights of
rescission or damages, will not be available to the Purchaser. 

                                           p.                      The Purchaser is not a
U.S. Person as defined in Regulation S promulgated under the 1933 Act ( a
“U.S. Person”). 

                                           q.                      The Purchaser is not
acquiring the Securities for the account or benefit of, directly or indirectly,
any U.S. Person. 

                                           r.                      The Purchaser is
acquiring the Securities as principal for investment only and not with a view
to, or for, resale, distribution or fractionalization thereof, in whole or in
part, and, in particular, it has no intention to distribute either directly or
indirectly any of the Securities in the United States or to U.S. Persons (as
defined herein).

                                           s.                      The Purchaser
understands and agrees not to engage in any hedging transactions involving any
of the Securities unless such transactions are in compliance with the provisions
of the 1933 Act and in each case only in accordance with applicable state
securities laws.

                                            t.                       Tf the Purchaser is acquiring the Securities as a
  fiduciary or agent for one or more investor accounts, the Purchaser has sole
  investment discretion with respect to each such account, and the Purchaser has
  full power to make the foregoing acknowledgements, representations and
  agreements on behalf of such account; 

                                           u.                      The Purchaser is not
aware of any advertisement of any of the Securities and is not acquiring the
Securities as a result of any form of general solicitation or general
advertising including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast over radio or
television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising. 

Page 5 




                                           v.                      The Purchaser
acknowledges and agrees that the certificates and other instruments representing
any of the Warrant Shares shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of any
such Securities): 


	
      “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
      OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.” 




                                           3.                      COMPANY AND LEXG
REPRESENTATIONS, ETC. Each of the Company and LEXG represents and warrants
to the Purchaser as of the date hereof and as of the Closing Date: 

                                           a.                      Each of the Company and
LEXG has been duly incorporated, validly exists and is in good standing under
the jurisdiction of its incorporation and has full power, authority and legal
right to execute and deliver this Agreement and all other Transaction Documents.


                                           b.                      This Agreement and each
of the other Transaction Documents, and the transactions contemplated thereby,
have been duly and validly authorized by the Company and LEXG, and when executed
and delivered by the Company or by LEXG, will be, valid and binding agreements
of the Company or LEXG enforceable in accordance with their respective terms,
subject as to enforceability to general principles of equity and to bankruptcy,
insolvency, moratorium, and other similar laws affecting the enforcement of
creditors' rights generally. 

                                           c.                      The execution and
delivery of this Agreement and each of the other Transaction Documents by the
Company and LEXG does not and will not conflict with or result in a breach by
them of any of the terms or provisions of, or constitute a default under (i)
there respective certificate of incorporation or by-laws, each as currently in
effect, (ii) any indenture, mortgage, deed of trust, or other material agreement
or instrument to which the Company or LEXG is a party or by which it or any of
its properties or assets are bound, or (iii) to its knowledge, any existing
applicable law, rule, or regulation or any applicable decree, judgment, or order
of any court, federal or provincial regulatory body, administrative agency, or
other governmental body having jurisdiction over the Company or LEXG or any of
their properties or assets. 

                                           d.                      There is no action,
suit, proceeding, inquiry or investigation before or by any court, public board
or body pending or, to the knowledge of the Company, threatened against or
affecting the Company before or by any governmental authority or nongovernmental
department, commission, board, bureau, agency or instrumentality or any other
person, wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect or which would adversely affect the validity or enforceability
of, or the authority or ability of the Company to perform its obligations under, any of the Transaction
Documents. The Company is not aware of any valid basis for any such claim that
(either individually or in the aggregate with all other such events and
circumstances) could reasonably be expected to have a Material Adverse Effect.
There are no outstanding or unsatisfied judgments, orders, decrees, writs,
injunctions or stipulations to which the Company is a party or by which it or
any of its properties is bound, that involve the transaction contemplated herein
or that, alone or in the aggregate, could reasonably be expect to have a
Material Adverse Effect.

Page 6 




                                           4.                      CLOSING DATE. 

                                           a.                      The Closing Date shall
occur as indicated in Section 1 (c) after each of the conditions contemplated by
Sections 5 and 6 hereof shall have either been satisfied or been waived by the
party in whose favor such conditions run. 

                                           b.                      The closing of the
Transaction shall occur on the Closing Date at the offices of the Purchaser and
shall take place no later than 3:00 P.M., PST, on such day or such other time as
is mutually agreed upon by the Company and the Purchaser. 

                                           5.                      CONDITIONS TO THE COMPANY'S OBLIGATION AND LEXG’S
OBLIGATION TO SELL. 

                                           The Purchaser understands that
the Company's obligation to sell the Note and LEXG’s obligation to deliver the
Warrants to the Purchaser pursuant to this Agreement on the Closing Date is
conditioned upon: 

                                           a.                      The execution and
delivery by the Purchaser of this Agreement and all applicable Transaction
Documents; 

                                           b.                      Delivery by the
Purchaser to the Company of good funds as payment in full of an amount equal to
the Advance Amount in accordance with this Agreement; 

                                           c.                      The accuracy on such
Closing Date of the representations and warranties of the Purchaser contained in
this Agreement, each as if made on such date, and the performance by the
Purchaser on or before such date of all covenants and agreements of the
Purchaser required to be performed on or before such date; and 

                                           d.                      Thereshall not be in
effect any law, rule or regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which shall not have
been obtained. 

                                           6.                      CONDITIONS TO THE PURCHASER'S
OBLIGATION TO PURCHASE. 

                     The Company understands that the
Purchaser’s obligation to purchase any Notes or the Warrants is conditioned
upon: 

Page 7 




                                           a.                      The execution and
delivery of this Agreement and the other Transaction Documents by the Company
and LEXG, as applicable; 

                                           b.                      The accuracy in all
material respects on the Closing Date of the representations and warranties of
the Company and of LEXG contained, as applicable, in this Agreement and in the
Transaction Documents, each as if made on such date, and the performance by each
of the Company and LEXG on or before such date of all covenants and agreements
required to be performed by them on or before such date;

                                           c.                      There shall not be in
effect any law, rule or regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which shall not have
been obtained. 

                                           7.                      INDEMNIFICATION AND
REIMBURSEMENT. 

                                           a.                      The Company agrees to
indemnify and hold harmless the Purchaser and its officers, directors,
employees, and agents, and each Purchaser Control Person from and against any
losses, claims, damages, liabilities or expenses incurred (collectively,
“Damages”), joint or several, and any action in respect thereof to which the
Purchaser, its partners, Affiliates, officers, directors, employees, and duly
authorized agents, and any such Purchaser Control Person becomes subject to,
resulting from, arising out of or relating to any misrepresentation, breach of
warranty or nonfulfillment of or failure to perform any covenant or agreement on
the part of Company contained in this Agreement, as such Damages are incurred,
except to the extent such Damages result primarily from Purchaser's failure to
perform any covenant or agreement contained in this Agreement or the Purchaser's
or its officer’s, director’s, employee’s, agent’s or Purchaser Control Person’s
negligence, recklessness or bad faith in performing its obligations under this
Agreement. 

                                           b.                      LEXG agrees to
indemnify and hold harmless the Purchaser and its officers, directors,
employees, and agents, and each Purchaser Control Person from and against any
Damages, joint or several, and any action in respect thereof to which the
Purchaser, its partners, Affiliates, officers, directors, employees, and duly
authorized agents, and any such Purchaser Control Person becomes subject to,
resulting from, arising out of or relating to any misrepresentation, breach of
warranty or nonfulfillment of or failure to perform any covenant or agreement on
the part of LEXG contained in this Agreement, as such Damages are incurred,
except to the extent such Damages result primarily from Purchaser's failure to
perform any covenant or agreement contained in this Agreement or the Purchaser's
or its officer’s, director’s, employee’s, agent’s or Purchaser Control Person’s
negligence, recklessness or bad faith in performing its obligations under this
Agreement. 

                                           8.                      JURY TRIAL WAIVER. The
Company and the Purchaser hereby waive a trial by jury in any action, proceeding
or counterclaim brought by either of the Parties hereto against the other in
respect of any matter arising out or in connection with the Transaction
Documents. 
                                           9.                      GOVERNING LAW:
MISCELLANEOUS. 

Page 8 




                                           a.                      This Agreement shall be
governed by and interpreted in accordance with the laws of the Province of
Alberta for contracts to be wholly performed in such province and without giving
effect to the principles thereof regarding the conflict of laws. Each of the
parties consents to the non-exclusive jurisdiction of the provincial and federal
courts whose districts encompass any part of the state courts of the Province of
Alberta as in connection with any dispute arising under this Agreement or any of
the other Transaction Documents and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions or
to any claim that such venue of the suit, action or proceeding is improper. To
the extent determined by such court, the Company shall reimburse the Purchaser
for any reasonable legal fees and disbursements incurred by the Purchaser in
enforcement of or protection of any of its rights under any of the Transaction
Documents. Nothing in this Section shall affect or limit any right to serve
process in any other manner permitted by law. 

                                           b.                      Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof.


                                           c.                      This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto. 

                                           d.                      All pronouns and any
variations thereof refer to the masculine, feminine or neuter, singular or
plural, as the context may require. 

                                           e.                      A facsimile
transmission of this signed Agreement shall be legal and binding on all parties
hereto.

                                           f.                      This Agreement may be
signed in one or more counterparts, each of which shall be deemed an
original.

                                           g.                      The headings of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.

                                           h.                      If any provision of
this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement or the validity or enforceability of this
Agreement in any other jurisdiction.

                                           i.                      This Agreement may be
amended only by an instrument in writing signed by the party to be charged with
enforcement thereof.

                                           j.                      This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof. 

Page 9 




                                           10.                      NOTICES. Any
notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given on the
earliest of 

                                           a.                      the date delivered, if delivered by personal delivery as
  against written receipt therefor or by confirmed facsimile transmission, 

                                           b.                     the fifth Trading Day after deposit, postage
prepaid, in the United States Postal Service by registered or certified mail,
or

                                           c.                     the third Trading Day after mailing by
domestic or international express courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by
ten (10) days’ advance written notice similarly given to each of the other
parties hereto): 

	 	If to the Company or to 	Alta Disposal Ltd. 
	 	LEXG, to: 	Lithium Exploration Group Inc. 
	 	  	200 N. Hayden Road, Suite 235, 
	 	  	Scottsdale, Arizona 858251 
	 	  	Attention: Alex Walsh, Chief Executive Officer
    
	 	  	Telephone No.: (800) 508-6149 
	 	  	Facsimile No.: (480) 641-4794 
	 	  	 
	 	With copies to: 	MacDonald Tuskey 
	 	  	4th Floor - 570 Granville Street 
	 	  	Vancouver BC V6C 3P1 
	 	  	Attn: Robert Galletti 
	 	  	Telephone No.: (604) 689-1022 
	 	  	Facsimile No.: (604) 681-4760 
	 	  	 
	 	  	 
	 	If to the Holder, to: 	514742 B.C LTD 
	 	 	2956 Starlight Way  
	 	  	Coquitlam, British Columbia V3C 3P5 
	 	  	Attention: Wan Jung 
	 	  	 
	 	With copies to: 	McMillan LLP 
	 	  	Royal Centre, 1055 W. Georgia Street, Suite
      1500 
	 	  	PO Box 11117 
	 	  	Vancouver, BC V6E 4N7 
	 	 	Attn: Grant Wong  
	 	  	Telephone No.: (604)691.6848 
	 	  	Facsimile No.: (604) 893.7627



Page 10 




                                           11.                      SURVIVAL OF REPRESENTATIONS AND
WARRANTIES. The Company’s and the Purchaser’s representations and warranties
herein shall survive the execution and delivery of this Agreement and the
delivery of the Note, the Warrants, and the payment of the Advance Amount, and
shall inure to the benefit of the Purchaser, the Company, LEXG, and their
respective successors and assigns. 

[Balance of page intentionally left blank] 

Page 11 




IN WITNESS WHEREOF, this
Agreement has been duly executed by the Purchaser and the Company as of the date
set first above written. 


	514742 B.C. LTD 
	 	  
	By:  	/s/ 
	Name: 	Wan Jung 
	Title:  	President 





	LITHIUM EXPLORATION GROUP, INC. 
		
	 	  
	By:  	
	 	                   Alexander
      Walsh 
	 	                   Chief
      Executive Officer 





	ALTA DISPOSAL LTD. 
		
	 	  
	By:  	
	 	                   Alexander
      Walsh 
	 	           
             Chief Executive Officer




Page 12 






	 	ANNEX I 	FORM OF NOTE 
	 	  	 
	 	ANNEX II 	WARRANT SUBSCRIPTION AGREEMENT AND FORM OF
      WARRANT 



Page 13 




NATIONAL INSTRUMENT 45-106 CANADIAN 
ACCREDITED INVESTOR
QUESTIONNAIRE 

                                           In addition to the representations, warranties acknowledgments
and agreements contained in the Agreement to which this Certificate for
Exemption is attached, the Purchaser, for itself or on behalf of any disclosed
principal of the Purchaser (a “Disclosed Principal”) , as applicable,
hereby represents, warrants and certifies to Lithium Exploration Group Inc. (the
“Issuer”) that the Purchaser or the Disclosed Principal, as applicable,
is purchasing the securities set out in the subscription as principal, that it
is resident in the Province of British Columbia, and: [check all appropriate
boxes] 

Category 1: Accredited Investor 

The Purchaser or the Disclosed Principal, as applicable, is:


	(a) 	
      a Canadian financial institution, or a Schedule III
      bank;

	 	 
	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act;

	 	 
	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;

	 	 
	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada, as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario), or the Securities Act
      (Newfoundland and Labrador);

	 	 
	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d);

	 	 
	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 
	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l'île de Montréal or an intermunicipal management board in
      Québec;

	 	 
	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 
	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 
	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds Cdn$1,000,000;

	 	 
	(k) 	
      an individual whose net income before taxes exceeded
      Cdn$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded Cdn$300,000 in
      each of the two most recent calendar years and who, in either case,
      reasonably expects to exceed that net income level in the current calendar
      year;

	 	 
	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least Cdn$5,000,000;



Page 14 





	(m) 	a person, other than an individual or
      investment fund, that has net assets of at least Cdn$5,000,000 as shown on
      its most recently prepared financial statements; 
	 	 
	(n) 	an investment fund that distributes
      or has distributed its securities only to: 
	 	 
	  	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution; 

	 	 	 
		(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 and 2.19 of NI 45-106, or
    

	 	 	 
		(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 of NI 45-106; 

	 	 	 
	(o) 	an investment fund that distributes
      or has distributed securities under a prospectus in a jurisdiction of
      Canada for which the regulator or, in Quebec, the securities regulatory
      authority, has issued a receipt; 
	 	 
	(p) 	
      a trust Issuer or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust Issuer or trust corporation, as
      the case may be; 

	 	 
	(q) 	a person acting on behalf of a fully
      managed account managed by that person, if that person: 
	 	 
	  	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction; and 

	 	 	 
	  	(ii) 	in Ontario, is purchasing a security that is
      not a security of an investment fund; 
	 	 	 
	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 

	 	 
	(s) 	an entity organized in a foreign
      jurisdiction that is analogous to any of the entities referred to in
      paragraphs (a) to (d) or paragraph (i) in form and function; 
	 	 
	(t) 	a person in respect of which all of
      the owner of interests, direct, indirect or beneficial, except the voting
      securities required by law to be owned by directors, are persons that are
      accredited investors; 
	 	 
	(u) 	an investment fund that is advised by
      a person registered as an adviser or a person that is exempt from
      registration as an adviser, or 
	 	 
	(v) 	a person that is recognized or
      designated by the securities regulatory authority or, except in Ontario
      and Quebec, the regulator as: 
	 	 
	  	(i) 	
      an accredited investor; or 

	 	 	 
	  	(ii) 	
      an exempt purchaser in Alberta or British Columbia after
      NI 45-106 comes into force. 



Definitions: 

"Canadian financial institution" means 

	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 
	(b) 	
      a bank, loan corporation, trust Issuer, trust
      corporation, insurance Issuer, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league
  that,



Page 15 




     in each case, is authorized by an
enactment of Canada or a jurisdiction of Canada to carry on business in Canada
or a jurisdiction of Canada; 

"EVCC" means an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and
whose business objective is making multiple investments; 

"financial assets" means

	(a) 	
      cash,

	 	 
	(b) 	
      securities, or

	 	 
	(c) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;



"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction;

"investment fund" means a mutual fund or a
non-redeemable investment fund, and, for greater certainty in British Columbia,
includes an EVCC and a VCC; 

"person" includes 

	(a) 	
      an individual,

	 	 
	(b) 	
      a corporation,

	 	 
	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 
	(d) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;



"related liabilities" means 

	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 
	(b) 	
      liabilities that are secured by financial
  assets;



"Schedule III bank" means an authorized foreign bank
named in Schedule III of the Bank Act (Canada); 

"spouse" means, an individual who, 

	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual, or

	 	 
	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage- like relationship between individuals
      of the same gender; or

	 	 
	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);



"subsidiary" means in issuer that is controlled directly
or indirectly by another issuer and 

Page 16 




includes a subsidiary of that subsidiary; 

"VCC" means a venture capital corporation registered
under Part 1 of the Small Business Venture Capital Act (British Columbia),
R.S.B.C. 1996 c. 429, whose business objective is making multiple investments.


The representations, warranties, statements and certification
made in this Certificate are true and accurate as of the date of this
Certificate and will be true and accurate as of the Closing. If any such
representation, warranty, statement or certification becomes untrue or
inaccurate prior to the Closing, the Purchaser shall give the Issuer immediate
written notice thereof. 

The Purchaser acknowledges and agrees that the Issuer will and
can rely on this Certificate in connection with the Purchaser's Subscription
Agreement. 

EXECUTED by the Purchaser at Vancouver, British Columbia this
3rd day of March, 2014. 

	If a corporation, partnership or other entity: 	 	If an individual: 
	  	 	  
	Print Name of Purchaser/Disclosed Principal 	 	Print Name of Purchaser/Disclosed
      Principal 
	 514742 B.C.
      Ltd. 	 	 
    
		 	 
	Signature of Authorized Signatory 	 	Signature 
	  	 	  
	Name and Position of Authorized Signatory 	 	Representative Capacity, if applicable
    
	 Wan Jung,
      President 	 	 
    
	Jurisdiction of Residence of
      Purchaser/Disclosed 


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