Lithium Exploration Group, Inc.: Exhibit 10.14 - Filed by newsfilecorp.com






THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT
AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO LITHIUM EXPLORATION GROUP, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED. 

LITHIUM EXPLORATION GROUP, INC. 

WARRANT TO PURCHASE SHARES OF COMMON STOCK

                     1.                      Issuance. In
consideration of good and valuable consideration as set forth in the Purchase
Agreement (defined below), including without limitation the Purchase Price (as
defined in the Purchase Agreement), the receipt and sufficiency of which are
hereby acknowledged by LITHIUM EXPLORATION GROUP, INC., a Nevada corporation
(the “Company”); VISTA CAPITAL INVESTMENTS, LLC, its successors and/or
registered assigns (the “Holder”), is hereby granted the right to
purchase at any time on or after the 180-day anniversary of the Issue Date (as
defined below) until the date which is the last calendar day of the month in
which the fifth anniversary of the Issue Date occurs (the “Expiration
Date”), 10,312,500 fully paid and nonassessable shares (the “Warrant
Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), as such number of Warrant Shares may be adjusted from
time to time pursuant to the terms and conditions of this Warrant to Purchase
Shares of Common Stock (this “Warrant”). This Warrant is being issued
pursuant to the terms of that certain Securities Purchase Agreement dated
February 28, 2014, to which the Company and the Holder are parties (as the same
may be amended from time to time, the “Purchase Agreement”). 

                     Unless otherwise indicated
herein, capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement. 

                     This Warrant was originally issued to the Holder on February
28, 2014 (the “Issue Date”). 

                     2.                      Exercise of Warrant. 

                                              2.1.                      General. 

                                                                         (a)                      This Warrant is exercisable
in whole or in part at any time and from time to time commencing on the 180-day
anniversary of the Issue Date and ending on the Expiration Date. Such exercise
shall be effectuated by submitting to the Company (either by delivery to the
Company or by email or facsimile transmission) a completed and duly executed
Notice of Exercise substantially in the form attached to this Warrant as
Exhibit A (the “Notice of Exercise”). The date such Notice of
Exercise is either faxed, emailed or delivered to the Company shall be the
“Exercise Date,” provided that, if such exercise represents the full
exercise of the outstanding balance of the Warrant, the Holder shall tender this
Warrant to the Company within five (5) Trading Days thereafter, but only if the
Warrant Shares to be delivered pursuant to the Notice of Exercise have been
delivered to the Holder as of such date. The Notice of Exercise shall be
executed by the Holder and shall indicate (i) the number of Warrant Shares (as
defined below) to be issued pursuant to such exercise, and (ii) if applicable
(as provided below), whether the exercise is a cashless exercise. 

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                     For purposes of this Warrant, the
term “Trading Day” means any day during which the principal market on
which the Common Stock is traded (the “Principal Market”) shall be open
for business. 

                                                                         (b)                      To the extent this Warrant is
not previously exercised, and if the Market Price of one Warrant Share is
greater than the Exercise Price, the Holder may elect to receive Warrant Shares,
in lieu of a cash exercise, equal to the value of this Warrant determined in the
manner described below (or of any portion thereof remaining unexercised) by
surrender of this Warrant and a Notice of Exercise, in which event the Company
shall issue to Holder a number of Shares computed using the following formula:

X = Y (A-B) 
      A 

	Where X =	 	the number of Warrant Shares to be issued to
      Holder. 
	Y =	 	the number of Warrant Shares that the Holder
      elects to purchase under this Warrant (at the date of such calculation).    
	A =	 	the Market Price (at the date of such
      calculation). 
	B = 	 	Exercise Price (as adjusted to the date of such
      calculation). 


                     For the purposes of this Warrant, the following terms shall
have the following meanings: 

                     “Affiliate” shall mean an
affiliate as such term is defined in Rule 144 under the Securities Act of 1933,
as amended (or a successor rule). 

                     “Aggregate Exercise Price
Payable” shall mean the product of multiplying the number of Warrant Shares
exercisable by the Exercise Price. 

                     “Closing Price” shall mean the 4:00 P.M. last sale price
of the Common Stock on the Principal Market on the relevant Trading Day(s), as
reported by Bloomberg LP (or if that service is not then reporting the relevant
information regarding the Common Stock, a comparable reporting service of
national reputation selected by the Holder and reasonably acceptable to the
Company) (“Bloomberg”) for the relevant date. 

                     “Deemed Issuance” means a requested conversion under the
Note that is not honored by the Company.

                     “Exercise Price” shall mean $0.06 per share of Common
Stock, subject to adjustments herein. 

                     “Market Price” shall mean
the Closing Price for the Common Stock on the Trading Day that is two Trading
Days prior to the Exercise Date. 

                     “Note” shall mean that
certain Convertible Promissory Note issued by the Company to the Holder pursuant
to the Purchase Agreement, as the same may be amended from time to time, and
including any promissory note(s) that replace or are exchanged for such
referenced promissory note. 

                                                                         (c)                      If the Notice of Exercise
form elects a “cash” exercise (or if the cashless exercise referred to in the
immediately preceding subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common
Stock for the Warrant Shares shall be payable, at the election of the Holder, in
cash or by certified or official bank check or by wire transfer in accordance
with instructions provided by the Company at the request of the Holder.

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                                                                         (d)                      Upon the appropriate payment
to the Company, if any, of the Exercise Price for the Warrant Shares, together
with the surrender of this Warrant (if required), the Company shall promptly,
but in no case later than the date that is three (3) Trading Days following the
date the Exercise Price is paid to the Company (or with respect to a “cashless
exercise,” the date that is three (3) Trading Days following the Exercise Date)
(the “Delivery Date”), provided that all DWAC Eligible Conditions (as
defined in the Note) are then satisfied, deliver or cause the Company’s Transfer
Agent to deliver the applicable Warrant Shares electronically via the
Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated
by the Holder on the Notice of Exercise. If all DWAC Eligible Conditions are not
then satisfied, the Company shall instead issue and deliver or cause to be
issued and delivered (via reputable overnight courier) to the address as
specified in the Notice of Exercise, a certificate, registered in the name of
the Holder or its designee, for the number of Warrant Shares to which the Holder
shall be entitled. For the avoidance of doubt, the Company has not met its
obligation to deliver Warrant Shares by the Delivery Date unless the Transfer
Agent has posted the shares for DWAC pickup and the Holder or its broker, as
applicable, has been notified of this availability, or if the DWAC Eligible
Conditions are not then satisfied, has actually received the certificate
representing the applicable Warrant Shares no later than the close of business
on the relevant Delivery Date pursuant to the terms set forth above. 

                                                                         (e)                      If Warrant Shares are
delivered later than as required under subsection (d) immediately above, the
Company agrees to pay, in addition to all other remedies available to the Holder
in the Transaction Documents, a late charge equal to the greater of (i)
$2,000.00 and (ii) 2% of the product of (1) the sum of the number of shares of
Common Stock not issued to the Holder on a timely basis and to which the Holder
is entitled multiplied by (2) the Closing Price of the Common Stock on the
Trading Day immediately preceding the last possible date which the Company could
have issued such shares of Common Stock to the Holder without violating this
Warrant, per Trading Day until such Warrant Shares are delivered. The Company
shall pay any late charges incurred under this subsection in immediately
available funds upon demand; provided, however, that, at the option of
the Holder (without notice to the Company), such amount owed may be added to the
principal amount of the Note. Furthermore, in addition to any other remedies
which may be available to the Holder, in the event that the Company fails for
any reason to effect delivery of the Warrant Shares as required under subsection
(d) immediately above, the Holder may revoke all or part of the relevant Warrant
exercise by delivery of a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this Warrant,
except that the late charge described above shall be payable through the date
notice of revocation or rescission is given to the Company.

                                                                         (f)                      The Holder shall be deemed to
be the holder of the Warrant Shares issuable to it in accordance with the
provisions of this Section 2.1 on the Exercise Date. 

                                              2.2.                      Ownership Limitation.
If at any time after the Closing, the Buyer shall or would receive shares of
Common Stock in payment of interest or principal under Note, upon conversion of
Note, under the Warrant, or upon exercise of the Warrant, so that the Buyer
would, together with other shares of Common Stock held by it or its Affiliates,
own or beneficially own by virtue of such action or receipt of additional shares
of Common Stock a number of shares exceeding 9.99% of the number of shares of
Common Stock outstanding on such date (the “Maximum Percentage”), the
Company shall not be obligated and shall not issue to the Buyer shares of Common
Stock which would exceed the Maximum Percentage, but only until such time as the
Maximum Percentage would no longer be exceeded by any such receipt of shares of Common Stock by
the Buyer. The foregoing limitations are enforceable, unconditional and
non-waivable and shall apply to all Affiliates and assigns of the Buyer.
Additionally, for so long as the Buyer or any of its Affiliate own Securities,
upon written request from the Buyer, the Company shall post (or cause to be
posted), the then-current number of issued and outstanding shares of its capital
stock to the Company’s web page located at OTCmarkets.com (or such other web
page approved by the Buyer).

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                     3.                      Mutilation or Loss of
Warrant. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) receipt of reasonably satisfactory indemnification,
and (in the case of mutilation) upon surrender and cancellation of this Warrant,
the Company will execute and deliver to the Holder a new Warrant of like tenor
and date and any such lost, stolen, destroyed or mutilated Warrant shall
thereupon become void. 

                     4.                      Rights of the Holder.
The Holder shall not, by virtue of this Warrant alone, be entitled to any rights
of a stockholder in the Company, either at law or in equity, and the rights of
the Holder with respect to or arising under this Warrant are limited to those
expressed in this Warrant and are not enforceable against the Company except to
the extent set forth herein. 

                     5.                      Certain Adjustments. 

                                              5.1.                      Capital Adjustments.
If the Company shall at any time prior to the expiration of this Warrant
subdivide the Common Stock, by split-up or stock split, or otherwise, or combine
its Common Stock, or issue additional shares of its Common Stock as a dividend,
the number of Warrant Shares issuable upon the exercise of this Warrant shall
forthwith be automatically increased proportionately in the case of a
subdivision, split or stock dividend, or proportionately decreased in the case
of a combination. Appropriate adjustments shall also be made to the Exercise
Price, Market Price (in the event of a cashless exercise), and other applicable
amounts, but the aggregate purchase price payable for the total number of
Warrant Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 5.1 shall become effective automatically
at the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend. 

                                              5.2.                      Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital
reorganization, or change in the capital stock of the Company (other than as a
result of a subdivision, combination, or stock dividend provided for in Section
5.1 above), then the Company shall make appropriate provision so that the Holder
shall have the right at any time prior to the expiration of this Warrant to
purchase, at a total price equal to that payable upon the exercise of this
Warrant, the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification, reorganization, or
change by a holder of the same number of shares of Common Stock as were
purchasable by the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made
with respect to the rights and interest of the Holder so that the provisions
hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise hereof, and appropriate
adjustments shall be made to the purchase price per Warrant Share payable
hereunder, provided the aggregate purchase price shall remain the same. 

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                                              5.3.                      Dilutive Issuances.
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 re-price, or otherwise dispose of or issue (or announce any
offer, sale, grant or any option to purchase or other disposition) any Common
Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price
per share less than the then Exercise Price (such lower price, the “Base Share Price” and such
issuances collectively, a “Dilutive Issuance”) (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 which 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), then the
Exercise Price shall be reduced and only reduced to equal the Base Share Price
and the number of Warrant Shares issuable hereunder shall be increased such that
the Aggregate Exercise Price Payable hereunder, after taking into account the
decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price
Prior to such adjustment. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no
adjustments shall be made, paid or issued under this Section 5.3 in respect of
an Exempt Issuance. The Company shall notify the Holder in writing, no later
than the Trading Day following the issuance of any Common Stock or Common Stock
Equivalents subject to this Section 5.3, indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice the “Dilutive Issuance Notice”). For
purposes of clarification, whether or not the Company provides a Dilutive
Issuance Notice pursuant to this Section 5.3, upon the occurrence of any
Dilutive Issuance, after the date of such 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. Notice of Adjustment. Without limiting any
other provision contained herein, when any adjustment is required to be made in
the number or kind of shares purchasable upon exercise of this Warrant, or in
the Exercise Price, pursuant to the terms hereof, the Company shall promptly
notify the Holder of such event and of the number of Warrant Shares or other
securities or property thereafter purchasable upon exercise of this Warrant.

                                              5.4.                      [Reserved]

                     6.                      Certificate as to
Adjustments. In each case of any adjustment or readjustment in the shares of
Common Stock issuable on the exercise of this Warrant, the Company at its
expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms
of this Warrant and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received
or receivable by the Company for any additional shares of Common Stock issued or
sold or deemed to have been issued or sold, (b) the number of shares of Common
Stock outstanding or deemed to be outstanding, and (c) the Exercise Price and
the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder and any Warrant Agent (as
defined below) appointed pursuant to Section 8 hereof. Nothing in this Section 6
shall be deemed to limit any other provision contained herein. 

                     7.                      Transfer to Comply with the
Securities Act. This Warrant, and the Warrant Shares, have not been
registered under the 1933 Act. This Warrant, the Warrant Shares and any other
security issued or issuable upon exercise of this Warrant may only be sold,
transferred, pledged or hypothecated (other than to an Affiliate) if (a) there
exists an effective registration statement under the 1933 Act relating to such
security or (b) the Company has received an opinion of counsel reasonably
satisfactory to the Company that registration is not required under the 1933
Act. Until such time as registration has occurred under the 1933 Act, each
certificate for this Warrant, the Warrant Shares and any other security issued
or issuable upon exercise of this Warrant shall contain a legend, in form and
substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section 7. Any such transfer shall be
accompanied by a transferor assignment substantially in the form attached to
this Warrant as Exhibit B (the “Transferor Assignment”), executed
by the transferor and the transferee and submitted to the Company. Upon receipt
of the duly executed Transferor Assignment, the Company shall register the
transferee thereon as the new Holder on the books and records of the Company and
such transferee shall be deemed a “registered holder” or “registered assign” for
all purposes hereunder, and shall have all the rights of the Holder.

5 




                     8.                      Warrant Agent. The Company may, by written notice to
the Holder, appoint an agent (a “Warrant Agent”) for the purpose of
issuing shares of Common Stock on the exercise of this Warrant pursuant hereto,
exchanging this Warrant pursuant hereto, and replacing this Warrant pursuant
hereto, or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such Warrant
Agent. 

                     9.                      Transfer on the Company’s
Books. Until this Warrant is transferred on the books of the Company, the
Company may treat the Holder as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary. 

                     10.                      Notices. Any notice
required or permitted hereunder shall be given in the manner provided in the
subsection titled “Notices” in the Purchase Agreement, the terms of which are
incorporated herein by reference. 

                     11.                      Supplements and
Amendments; Whole Agreement. This Warrant may be amended or supplemented
only by an instrument in writing signed by the parties hereto. This Warrant,
together with the Purchase Agreement and all the other Transaction Documents,
taken together, contain the full understanding of the parties hereto with
respect to the subject matter hereof and thereof and there are no
representations, warranties, agreements or understandings with respect to the
subject matter hereof and thereof other than as expressly contained herein and
therein. 

                     12.                      Governing Law. This
Warrant shall be governed by and interpreted in accordance with the laws of the
State of Nevada, without giving effect to the principles thereof regarding the
conflict of laws. The Company and, by accepting this Warrant, the Holder, each
irrevocably (a) consent to and expressly submit to the exclusive personal
jurisdiction of any state or federal court sitting in San Diego County,
California in connection with any dispute or proceeding arising out of or
relating to this Warrant, (b) agree that all claims in respect of any such
dispute or proceeding may only be heard and determined in any such court, (c)
expressly submit to the venue of any such court for the purposes hereof, and (d)
waive any claim of improper venue and any claim or objection that such courts
are an inconvenient forum or any other claim or objection 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. The Company and, by accepting this
Warrant, the Holder, each hereby irrevocably consent to the service of process
of any of the aforementioned courts in any such proceeding by the mailing of
copies thereof by reputable overnight courier (e.g., FedEx) or certified mail,
postage prepaid, to such party’s address as provided for herein, such service to
become effective ten (10) calendar days after such mailing. THE COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

                     13.                      Remedies. The remedies
at law of the Holder of this Warrant in the event of any default or threatened
default by the Company in the performance of or compliance with any of the terms
of this Warrant are not and will not be adequate and, without limiting any other
remedies available to the Holder in the Transaction Documents, law or equity, to the
fullest extent permitted by law, such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

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                     14.                      Counterparts. This
Warrant may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
Signature delivered via facsimile or email shall be considered original
signatures for purposes hereof. 

                     15.                      Descriptive Headings.
Descriptive headings of the sections of this Warrant are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof. 

                     16.                      Attorney’s Fees. In
the event of any litigation or dispute arising from this Warrant, the parties
agree that the party who is awarded the most money shall be deemed the
prevailing party for all purposes and shall therefore be entitled to an
additional award of the full amount of the attorneys’ fees and expenses paid by
said prevailing party in connection with the litigation and/or dispute without
reduction or apportionment based upon the individual claims or defenses giving
rise to the fees and expenses. Nothing herein shall restrict or impair a court’s
power to award fees and expenses for frivolous or bad faith pleading. 

                     17.                      Severability. Whenever
possible, each provision of this Warrant shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Warrant shall be invalid or unenforceable in any jurisdiction, such provision
shall be modified to achieve the objective of the parties to the fullest extent
permitted and such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Warrant or the validity or
enforceability of this Warrant in any other jurisdiction.

[Remainder of page intentionally left blank] 

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                     IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed by an officer thereunto duly
authorized. 

Dated: 


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



[Signature page to Warrant] 




EXHIBIT A 

NOTICE OF EXERCISE OF WARRANT 

	TO: 	LITHIUM EXPLORATION GROUP, INC. 
	  	ATTN: __________________________
	  	VIA FAX TO: (  )
    __________________________
	  	VIA EMAIL TO: (  )
      __________________________


                     The undersigned hereby irrevocably elects to exercise the
right, represented by the Warrant to Purchase Shares of Common Stock dated as of
February 28, 2014 (the “Warrant”), to purchase shares of the common
stock, $0.001 par value (“Common Stock”), of LITHIUM EXPLORATION GROUP,
INC., and tenders herewith payment in accordance with Section 2 of the Warrant,
as follows: 

	_______	 	CASH: $__________________________= (Exercise Price x
Warrant Shares) 
	 	 	 
	_______ 	 	Payment is being made by: 
	 	 	_______ 	enclosed check 
	 	 	_______ 	wire transfer 
	 	 	_______ 	other 
	 	 	 	  
	_______ 	 	CASHLESS EXERCISE:


Net number of Warrant Shares to be
issued to Holder: ______* 

* X = Y (A-B)

          A 

	Where X =		the number of Warrant Shares to be issued to
      Holder. 
	 	 	 
	Y =		
      the number of Warrant Shares that the Holder elects to
      purchase under this Warrant (at the date of such calculation). 

	 	 	 
	A =  		the Market Price (at the date of such
      calculation). 
	 	 	 
	B =  	 	Exercise Price (as adjusted to the date of such
      calculation). 


                     Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Warrant. 

                     It is the intention of the Holder
to comply with the provisions of Section 2.2 of the Warrant regarding certain
limits on the Holder’s right to exercise thereunder. The Holder believes this
exercise complies with the provisions of such Section 2.2. Nonetheless, to the
extent that, pursuant to the exercise effected hereby, the Holder would have
more shares of Common Stock than permitted under Section 2.2, this notice should
be amended and revised, ab initio, to refer to the exercise which would
result in the issuance of the maximum number of such shares permitted under such
provision. Any exercise above such amount is hereby deemed void and revoked.


                     As contemplated by the Warrant,
this Notice of Exercise is being sent by facsimile or email to the fax number
and officer indicated above. 




                     If this Notice of Exercise
represents the full exercise of the outstanding balance of the Warrant, the
Holder either (1) has previously surrendered the Warrant to the Company or (2)
will surrender (or cause to be surrendered) the Warrant to the Company at the
address indicated above by express courier within five (5) Trading Days after
delivery or email or facsimile transmission of this Notice of Exercise; provided
that the Warrant Shares to be delivered pursuant to this Notice of Exercise have
been delivered to the Holder as of such date. 

                     To the extent the Warrant Shares
are not able to be delivered to the Holder via the DWAC system, please deliver
certificates representing the Warrant Shares to the Holder via reputable
overnight courier after receipt of this Notice of Exercise (by facsimile
transmission or otherwise) to: 


_____________________________________

_____________________________________

_____________________________________


 


	Dated:                                                                                                                                      
      
	 
	 
	[Name of Holder] 
	 
	By:                                                                                                                                            
      







EXHIBIT B 

FORM OF TRANSFEROR ENDORSEMENT

  (To be signed only on transfer
of the Warrant) 

For value received, the undersigned hereby sells, assigns, and
  transfers unto the person(s) named below under the heading “Transferees” the
  right represented by the Warrant to Purchase Shares of Common Stock dated as of
  February 28, 2014 (the “Warrant”) to purchase the percentage and number
  of shares of common stock, $0.001 par value (“Common Stock”), of LITHIUM
  EXPLORATION GROUP, INC. specified under the headings “Percentage Transferred”
  and “Number Transferred,” respectively, opposite the name(s) of such person(s),
  and appoints each such person attorney to transfer the undersigned’s respective
  right on the books of LITHIUM EXPLORATION GROUP, INC. with full power of
  substitution in the premises.

	Transferees 	Percentage Transferred 	Number Transferred 


Dated: ___________, ______


______________________________

[Transferor Name must conform to the name of 
Holder as specified on
the face of the Warrant] 

By:
___________________________
Name: _________________________



	Signed in the presence of: 
	 
	 
	(Name) 
	  
	 
	ACCEPTED AND AGREED: 
	 
	 
	[TRANSFEREE] 
	 
	By:                                                                                                                                
	Name: