Lithium Exploration Group, Inc.: Exhibit 10.11 - 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: 1,481,481 	Initial Issue Date: February 28,
      2014 
	Aggregate Exercise Amount: $100,000 	  


                                          THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, St. George
Investments LLC, a Utah limited liability company, or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after the
date hereof (the “Initial Exercise Date”) and on or prior to the close of
business on the five (5) year anniversary of the Initial Exercise Date (as
subject to adjustment hereunder, the “Termination Date”), to subscribe
for and purchase from Lithium Exploration Group, Inc., a Nevada corporation (the
“Company”), up to 1,481,481 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 February
28, 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 $0.0675 per
share, subject to adjustment hereunder (the “Exercise Price”). The
aggregate exercise price is $100,000. 

                     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:


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	 	(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. 

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                     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. Notwithstanding anything to the contrary contained in this
Warrant or the other Transaction Documents (as defined in the Purchase
Agreement), if at any time the Holder shall or would be issued shares of Common
Stock under any of the Transaction Documents, but such issuance would cause the
Holder (together with its affiliates) to own a number of shares exceeding 4.99%
of the number of shares of Common Stock outstanding on such date (the “Maximum
Percentage”), the Company must not issue to the Holder shares of the Common
Stock which would exceed the Maximum Percentage. The shares of Common Stock
issuable to the Holder that would cause the Maximum Percentage to be exceeded
are referred to herein as the "Ownership Limitation Shares". The Company will
reserve the Ownership Limitation Shares for the exclusive benefit of the Holder.
From time to time, the Holder may notify the Company in writing of the number of
the Ownership Limitation Shares that may be issued to the Holder without causing
the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the
Company shall be unconditionally obligated to immediately issue such designated
shares to the Holder, with a corresponding reduction in the number of the
Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%”
above shall be replaced with “9.99%” at such time as the Market Capitalization
of the Common Stock is less than $10,000,000.00. Notwithstanding any other
provision contained herein, if the term “4.99%” is replaced with “9.99%”
pursuant to the preceding sentence, such change to “9.99%” shall be permanent.
For purposes of this Agreement, the term “Market Capitalization of the Common
Stock” shall mean the product equal to (A) the average VWAP (as defined in the
Note) of the Common Stock for the immediately preceding fifteen (15) Trading
Days, multiplied by (B) the aggregate number of outstanding shares of Common
Stock as reported on the Company’s most recently filed Form 10-Q or Form 10-K.
By written notice to the Company, the Holder may increase, decrease or waive the
Maximum Percentage as to itself but any such waiver will not be effective until
the 61st day after delivery thereof. The foregoing 61-day notice requirement is
enforceable, unconditional and non-waivable and shall apply to all Affiliates
and assigns of the Holder. 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. 

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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. 

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                     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 four (4) times the number of shares necessary 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.


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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. 

                     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 Utah, 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 Utah or in the federal courts located in the State of Utah. 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. 

6 




                     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. 

                     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. 

                     4.14                 Attorneys’ 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. 

*          
*           * 

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                     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. 

COMPANY: 

LITHIUM EXPLORATION GROUP, INC. 



	 	 
	By:	
	 	Alexander Walsh 
	 	President 
	 	 
	 	  
	HOLDER: 
	 	 
	ST. GEORGE INVESTMENTS LLC 
	 	 
	By: Fife Trading, Inc., its Manager 
	 	 
	 	 
	By:	 
	 	John M. Fife, President 



8 




NOTICE OF EXERCISE 

	TO: 	LITHIUM EXPLORATION GROUP, INC.



                                          (1)                      The undersigned hereby elects
to purchase ________Warrant Shares of the Company pursuant to the terms of the
attached Warrant (only if exercised in full), and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if any.


                                          (2)                      Payment shall take the form of (check applicable box): 

[   ] in lawful money of the
United States; or 

[   ] the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set
forth in Section 1.3, to exercise this Warrant with respect to the maximum
number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in Section 1.3. 

                                          (3)                      Please issue a certificate or
certificates representing said Warrant Shares in the name of the undersigned or
in such other name as is specified below: 


_______________________________


The Warrant Shares shall be delivered to
the following DWAC Account Number: 

_______________________________

_______________________________

_______________________________


                                          (4)                      Accredited Investor. The undersigned is an
“accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended. 

[SIGNATURE OF HOLDER] 

 

Name: _______________________________________
Date:
________________________________________