Lithium Exploration Group, Inc.: Exhibit 10.80 - Filed by newsfilecorp.com






CONVERTIBLE PROMISSORY NOTE 
$100,000

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE
AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE 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.

Issue Date: February 24, 2015 

FOR VALUE RECEIVED, Lithium Exploration Group, Inc. as
Obligor ("Borrower,” or “Obligor”), hereby promises to pay to River North Equity
LLC, (the “Lender” or “Holder”) on the Maturity Date the Principal Sum, as
defined below, along with the Interest Rate, as defined below, according to the
terms herein. 


	The "Lender" shall be: 	River North Equity LLC 


	The "Principal Sum" shall be: 	
      $118,000 (one hundred eighteen thousand US Dollars) which
      amount includes $100,000 paid by the Lender and $18,000 in respect of
      interest at 12% per annum for 18 months. 





	The “Consideration” shall be: 	
      $100,000 (one hundred thousand US dollars) in the form of
      cash payment by wire or check. 




	The "Interest Rate" shall be: 	
      12% per annum, calculated monthly, in arrears. The
      Principal Sum is inclusive of interest at the Interest Rate for 18 months.
      Interest shall continue to accrue at a rate of 12% per annum on any
      portion of the Principal Sum outstanding following the 
Maturity Date.
      







	The "Conversion Price" shall be the following
    price: 	
      the lower of (i) 65% of the lowest reported sale price of
      the Borrower's common stock (the “Common Stock”) for the 25 trading days
      immediately prior to the closing date on February 24, 2015 (the “Closing
      Date”), or (ii) 65% of the lowest reported sale price for the 25 trading
      days prior to the conversion date of the Note. 








	
      The "Maturity Date" is the date upon which the Principal
      Sum of this Note, as well as any unpaid interest shall be due and payable
      in cash, and that date shall be: 
	August 24, 2016. 









ARTICLE 1 PAYMENT-RELATED PROVISIONS 

1.1      Principal Sum. The
Principal Sum is $118,000 (one hundred eighteen thousand USD) which includes
$100,000 (one hundred thousand USD) payable to be advanced by the Lender and
$18,000 (eighteen thousand USD) in interest at the Interest Rate for 18
months.

1.2      Events of
Default. The occurrence of any of the following events shall be an “Event of
Default” or “Default” under this Note: 

(a)      the Borrower shall fail to
make the payment of any amount of principal outstanding on the date such payment
is due hereunder; 

(b)      the Borrower shall fail
to fully comply with the reporting requirements of the Exchange Act; and/or
Borrower shall cease to be subject to the reporting requirements of the Exchange
Act.; 

(c)      the Borrower shall fail
to maintain the listing on any one of the OTC Pink, OTC QB, OTC QX, Nasdaq
SmallCap Market, Nasdaq National Market, American Stock Exchange or The New York
Stock Exchange for more than five (5) trading days or fail to remove a "Stop"
sign from its ticker symbol within five (5) days after such sign is posted; 

(d)      the Borrower’s notice to
the Lender, including by way of public announcement, at any time, of its
inability to comply or its intention not to comply with proper requests for
conversion of this Note into shares of Common Stock; 

(e)      the Borrower shall fail
to (i) timely deliver the shares of Common Stock upon conversion of the Note or
any accrued and unpaid interest, or (ii) make the payment of any fees and/or
liquidated damages under this Note, which failure in the case of items (i) and
(ii) of this Section 1.2 (e) is not remedied within three (3) business days
after the incurrence thereof; 

(f)      default shall be made in
the performance or observance of (i) any material covenant, condition or
agreement contained in this Note (other than as set forth in clause (e) of this
Section 1.2) and such default is not fully cured within five (5) business days
after the occurrence thereof; or (ii) any material covenant, condition or
agreement contained in any Transaction Document which is not covered by any
other provisions of this Section 1.2 and such default is not fully cured within
five (5) business days after the occurrence thereof; ; 

(g)      any material
representation or warranty made by the Borrower herein or in any Transaction
Document, shall prove to have been false or incorrect or breached in a material
respect on the date as of which made; 

(h)      the Borrower shall (A)
default in any payment of any amount or amounts of principal of or interest on
any indebtedness (other than the indebtedness hereunder) the aggregate principal
amount of which indebtedness is in excess of $100,000 or (B) default in
the observance or performance of any other agreement or condition relating to
any indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to
permit the holder or holders or beneficiary or beneficiaries of such
indebtedness to cause with the giving of notice if required, such indebtedness
to become due prior to its stated maturity;




(i)      the Borrower shall (i)
apply for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its property or assets, (ii) make a general assignment for the benefit
of its creditors, (iii) commence a voluntary case under the United States
Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of
any jurisdiction (foreign or domestic), (iv) file a petition seeking to take
advantage of any bankruptcy, insolvency, moratorium, reorganization or other
similar law affecting the enforcement of creditors’ rights generally, (v)
acquiesce in writing to any petition filed against it in an involuntary case
under United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice
of bankruptcy or winding down of its operations or issue a press release
regarding same, or (vii) take any action under the laws of any jurisdiction
(foreign or domestic) analogous to any of the foregoing; 

(j)      a proceeding or case shall be
commenced in respect of the Borrower, without its application or consent, in any
court of competent jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any substantial part of its assets in connection with
the liquidation or dissolution of the Borrower or (iii) similar relief in
respect of it under any law providing for the relief of debtors, and such
proceeding or case described in clause (i), (ii) or (iii) shall continue
undismissed, or unstayed and in effect, for a period of sixty (60) days or any
order for relief shall be entered in an involuntary case under United States
Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of
any jurisdiction (foreign or domestic) against the Borrower or action under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Borrower and shall continue undismissed, or
unstayed and in effect for a period of sixty (60) days; or 

(k)      the failure of the Borrower
to instruct its transfer agent to remove any legends from shares of Common Stock
eligible to be sold under Rule 144 of the Securities Act (or any available
exemption under said Act) and have the transfer agent DWAC the shares of Common
Stock to the Lender's broker within two (2) business days of the Holder's
request or issue unlegended certificates to the Holder within three (3) business
days of the Holder’s request if DWAC transfer is not available at such time, so
long as the Holder has provided reasonable assurances and opinions of counsel to
the Borrower that such shares of Common Stock can be resold pursuant to Rule 144
or any available exemption under the Securities Act; or 

(l)      the failure of the Borrower
to pay any amounts due to the Holder herein within three (3) business days of
receipt of notice to the Company. 

(m)      So long as Borrower shall
have any obligation under this Note, Borrower covenants that at any time when
the Holder shall deliver a conversion notice, the par value of Borrower's Common
Stock shall not be higher than the Conversion Price applicable to such
conversion notice. 

(n)      So long as Borrower shall
have any obligation under this Note, should there be no bid for 5 consecutive
trading days on the trading market where Borrower's Common Stock is listed or
traded, then Borrower shall immediately have its Common Stock undergo a reverse
stock split at a ratio of 100-to-1.




1.3      Consequences of
Default/Remedies. In the event of any Event of Default, as defined in above
section 1.2, the outstanding principal amount of this Note, plus accrued but
unpaid interest, liquidated damages, fees and other amounts owing in respect
thereof through the date of acceleration, shall become, at the Holder’s
election, immediately due and payable in cash at the Mandatory Default Amount.
Commencing five (5) days after the occurrence of any Event of Default that
results in the eventual acceleration of this Note, the interest rate on this
Note shall accrue at an interest rate equal to the lesser of 18% per annum or
the maximum rate permitted under applicable law. In connection with such
acceleration described herein, the Holder need not provide, and the Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and
the Holder may immediately and without expiration of any grace period enforce
any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such acceleration may be rescinded and
annulled by Holder at any time prior to payment hereunder and the Holder shall
have all rights as a holder of the Note until such time, if any, as the Holder
receives full payment pursuant to this Section 1.2. No such rescission or
annulment shall affect any subsequent Event of Default or impair any right
consequent thereon. The Mandatory Default Amount means the greater of (i) the
outstanding principal amount of this Note, plus all accrued and unpaid interest,
liquidated damages, fees and other amounts hereon, divided by the Conversion
Price on the date the Mandatory Default Amount is either demanded or paid in
full, whichever has a lower Conversion Price, multiplied by the VWAP on the date
the Mandatory Default Amount is either demanded or paid in full, whichever has a
higher VWAP, or (ii) 130% of the outstanding principal amount of this Note, plus
100% of accrued and unpaid interest, liquidated damages, fees and other amounts
hereon. 

1.4      Redemption. During the first
18 months this Note is in effect, the Borrower may redeem this Note by paying to
the Holder an amount as follows: (i) if the redemption is within the first 60
days after the Issue Date of this Note, then for an amount equal to 110% of the
unpaid Principal Sum of this Note, (ii) if the redemption is on or after the
61st day after the Issue Date of this Note, but prior to the 121st day after the
Issue Date of this Note, then for an amount equal to 120% of the unpaid
Principal Sum of this Note, and (iii) if the redemption is after the 121st day
after the Issue Date of this Note, but prior to the Maturity Date of this Note,
then for an amount equal to 130% of the unpaid Principal Sum. This Note may not
be redeemed on or after the Maturity Date. The redemption must be closed and
paid for within 10 business days of the Company sending the redemption demand or
the redemption will be invalid. 

ARTICLE 2 CONVERSION RIGHTS 

The Holder will have the right to convert the Principal Sum
(including interest, and other fees) under this Note into Shares of the
Borrower's Common Stock as set forth below. 

2.1      Conversion Rights and
Cashless Exercise. The Holder will have the right at its election from and after
the Issue Date, and then at any time, to convert all or part of the outstanding
and unpaid Principal Sum, accrued interest and other fees into shares of fully
paid and non-assessable shares of common stock of Lithium Exploration Group,
Inc. (as such stock exists on the date of issuance of this Note, or any shares
of capital stock of Lithium Exploration Group, Inc. into which such stock is
hereafter changed or reclassified, the "Common Stock") as per the Conversion
Formula set forth in Section 2.2. Any such conversion shall be cashless, and
shall not require further payment from Holder. Unless otherwise
agreed in writing by both the Borrower and the Holder, at no time will the
Holder convert any amount of the Note into common stock that would result in the
Holder owning more than 9.99% of the common stock outstanding of Lithium
Exploration Group, Inc., as calculated in accordance with sections 13(d) and
13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act’).
Shares from any such conversion will be delivered to Holder (in any name
directed by Holder) by 2:30pm EST within 2 (two) business days of conversion
notice delivery (see 3.1) by “DWAC/FAST” electronic transfer and within 3
(three) business days if DWAC transfer is not available at such time. 




2.2.      Conversion Formula. The
number of shares issued through conversion is the conversion amount divided by
the Conversion Price, as illustrated below. The Holder and the Borrower shall
maintain records showing the principal amount(s) converted and the date of such
conversion(s). If no objection is delivered from Borrower to Holder regarding
any variable or calculation of the conversion notice within 24 (twenty-four)
hours of delivery of the conversion notice, the Borrower shall have been
thereafter deemed to have irrevocably confirmed and irrevocably ratified such
notice of conversion and waive any objection thereto. The Company acknowledges
and agrees that, absent a duly delivered objection notice as required above, the
Holder shall materially rely on the confirmation and ratification of the
conversion price and, notwithstanding subsequent information to the contrary
that such computation was made in error, such deemed conversion price shall
thereafter be the conversion price for purposes of such conversion. 

# Shares = Conversion
  Amount 
                      Conversion
Price 

2.3.      Reservation of Shares.
Reference is made to the 20 for 1 reverse stock split (the “Reverse Stock
Split”) approved by the Board of Directors of the Borrower on January 19,
2015. Borrower represents that it will reserve for the Holder no less than
100,000,000 of the post Reverse Stock Split shares with VStock Transfer as soon
as the Reverse Stock Split is made effective and the new cusip has been issued.
Within 7 business days after the Reverse Stock Split becomes effective, but in
no event later than April 1, 2015, Borrower shall deliver to the Holder a letter
from Borrower to Vstock Transfer, executed by Borrower and acknowledged and
agreed to by VStock Transfer. The Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and non-assessable. The
Borrower agrees that its issuance of this Note 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 shares of Common Stock
upon the conversion of this Note.

2.4.      Delivery of Conversion
Shares. Shares from any such conversion will be delivered to Holder by 2:30pm
EST within 2 (two) business days of conversion notice delivery (see 3.1) by
“DWAC/FAST” electronic transfer (such date, the “Share Delivery Date”). For
example, if Holder delivers a conversion notice to Borrower at 5:15 pm eastern
time on Monday, January 1st, Borrower’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 . If those shares are
not delivered in accordance with this timeframe stated in this Section 2.6,
Holder, at any time prior to selling those shares (in whole or in part), may
rescind that particular conversion (in whole or in part) and have the conversion
amount (in whole or in part) returned to the note balance with the conversion shares (in whole or in part) returned to the
Borrower (under Holder and Borrower’s expectation that any returned conversion
amounts will tack back to the original date of the note). The Company will
make its best efforts to deliver shares to Holder same day / next day. If DWAC transfer is not available at the time of conversion, a certificate shall
be issued and shipped (same day delivery) to the Holder within 3 (three) days of
conversion notice.




2.4.1      Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder
(including election to pursue its rights under this Section 2.4 and
subsections), at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Borrower’s
failure to timely deliver shares of Common Stock upon conversion of the Note as
required pursuant to the terms hereof. 

2.4.2      Conversion Delay
Penalties. Holder may assess, at its election, penalties or liquidated damages
(both referred to herein as “penalties”) as follows. 

2.4.2.
A.      For each conversion, Borrower agrees to
deliver share issuance instructions to its transfer agent same day. In the event
that the share issuance instructions and all applicable paperwork are not
delivered to the Borrower’s transfer agent, broker, or clearing firm the same
day the conversion notice is delivered, a penalty of $2,000 per day will be
assessed for each day until share issuance instructions are delivered to the
transfer agent ($2,000 per day inclusive of the day of conversion); and such
penalty will be added to the principal balance of the Note (under Holder and
Borrower’s expectation that any penalty amounts will tack back to the original
date of the note). 

2.4.2.
B.      For each conversion, in the event that shares
are not delivered by the third business day (inclusive of the day of
conversion), a penalty of $2,000 per day will be assessed for each day after
such third business day until share delivery is made; and such penalty will be
added to the principal balance of the Note (under Holder and Borrower’s
expectation that any penalty amounts will tack back to the original date of the
note). Borrower will not be subjected to any penalties once its transfer
agent processes the shares to the DWAC system. 

2.4.3      If failure to deliver
Conversion Shares occurs as follows, Holder may elect to enforce one or more of
these remedies at its sole election. 

2.4.3.
A.      In addition to any other rights available
to the Holder, if the Borrower fails to cause its transfer agent to transmit to
the Holder the shares on or before the 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 if the Holder’s brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the
shares which the Holder anticipated receiving upon such conversion (a
“Buy-In”), then the Borrower 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
Shares that the Borrower was required to deliver to the Holder in connection with the conversion 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 Note and equivalent number of shares for which such
conversion was not honored (in which case such conversion shall be deemed
rescinded), (y) deliver to the Holder the number of shares of Common Stock that
would have been issued had the Borrower timely complied with its conversion and
delivery obligations hereunder, or (z) pay in cash to the Holder the amount
obtained by multiplying (1) the number of Shares that the Borrower was required
to deliver to the Holder in connection with the conversion at issue times (2)
the price at which the sell order giving rise to such purchase obligation was
executed. The Holder shall provide the Borrower written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon request of the
Borrower, evidence of the amount of such loss. 




2.4.3. B. If the Borrower fails for
any reason to deliver to the Holder the Shares by DWAC/FAST electronic transfer
(such as by delivering a physical stock certificate) and if the Holder incurs a
Market Price Loss, then at any time subsequent to incurring the loss the Holder
may provide the Borrower written notice indicating the amounts payable to the
Holder in respect of the Market Price Loss and the Borrower must make the Holder
whole by either of the following options at Holder’s election: 

Market Price Loss = [(VWAP of the
Common Stock on the day of conversion) x (Number of shares receivable from the
conversion)] – [(Sales price realized by Holder) x (Number of shares receivable
from the conversion)]. 

Option A – Pay Market Price Loss in
Cash. The Borrower 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 Borrower. 

Option B – Add Market Price Loss to
Principal Sum. The Borrower must pay the Market Price Loss by adding the Market
Price Loss to the balance of the Principal Sum (under Holder’s and the
Borrower’s expectation that any Market Price Loss amounts will tack back to the
original date of issue of this Note). 

2.4.3. C. If the Borrower fails for
any reason to deliver to the Holder the Shares by the Share Delivery Date and if
the Holder incurs a Failure to Deliver Loss, then at any time subsequent to
incurring the loss the Holder may provide the Borrower written notice indicating
the amounts payable to the Holder in respect of the Failure to Deliver Loss and
the Borrower must make the Holder whole as follows: 

Failure to Deliver Loss = [(Highest
trading price of the Common Stock at any time on or after the day of conversion)
x (Number of shares receivable from the conversion)] - [(Sales price realized by
Holder) x (Number of shares receivable from the conversion)].




The Borrower 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 Borrower.


ARTICLE 3 MISCELLANEOUS

3.1.      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. 

3.2      Prohibition on Certain
Financings. As an inducement to the Holder for the purchase of this Note the
Borrower hereby agrees not to accept, for as long as any portion of this Note
remains payable to Lender, any future equity financing from Vista Capital
Investments, LLC or Black Mountain Equities, Inc.

3.3.      Amendment Provision.
The term "Note" and all reference thereto, as used throughout this instrument,
means this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.

3.4.      Assignability. The
Borrower may not assign this Note. This Note will be binding upon the Borrower
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 Borrower’s approval. 

3.5.      Governing Law. This Note
will be governed by, and construed and enforced in accordance with, the laws of
the State of Nevada, without regard to the conflict of laws principles thereof.
Each of the Borrower and the Holder (i) hereby submits to the exclusive
jurisdiction of the state and federal courts of Nevada for the purposes of any
suit, action or proceeding arising out of or relating to this Note and (ii)
hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Each of the Borrower
and the Holder consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under this agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing in this
Section 3.5 shall affect or limit any right to serve process in any other manner
permitted by law.

3.6.      Delivery of Process by
Holder To Borrower. In the event of any action or proceeding by Holder against
Borrower, and only by Holder against Borrower, 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 overnight delivery service such as FedEx
or UPS, process server, or by personal delivery of a copy of such process to the
Borrower at its last known address or to its last known attorney set forth in
its most recent SEC filing. 




3.7. No Rights as Stockholder Until Conversion. This Note does
not entitle the Holder to any voting rights, dividends or other rights as a
stockholder of the Company prior to the conversion hereof as set forth in
Section 2.1. So long as this Note is unconverted, this Note 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 this Note is currently convertible. 

3.8. Maximum Payments. Nothing contained herein may be deemed
to establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum will be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

3.9. Attorney Fees. In the event any attorney is employed by
either party to this Note with regard to any legal or equitable action,
arbitration or other proceeding brought by such party for the enforcement of
this Note or because of an alleged dispute, breach, default or misrepresentation
in connection with any of the provisions of this Note, 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. 

3.10. 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.


3.11. No Public Announcement. Except as required by securities
law, no public announcement may be made regarding this Note, payments, or
conversions without written permission by both Borrower and Holder. 

3.12. Opinion of Counsel. In the event that an opinion of
counsel is needed for any matter related to this Note, 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 Borrower’s counsel. 

3.13. Director’s Resolution. Once effective, Borrower will
execute and deliver to Holder a copy of a Board of Director’s resolution
resolving that this note is validly issued, paid, and effective. 

3.14. No Shorting. Holder agrees that so long as any Note from
Borrower to Holder remains outstanding, Holder will not enter into or effect any
“short sales” of the common stock or hedging transaction which establishes a net
short position with respect to the common stock of Lithium Exploration Group,
Inc. Borrower acknowledges and agrees that upon submission of conversion notice
as set forth in Section 3.1 (up to the amount of cash paid in under the Note),
Holder immediately owns the common shares described in the conversion notice and
any sale of those shares issuable under such conversion notice would not be
considered short sales. 

3.15 Solvency. The Borrower represents that (after giving
effect to the transaction contemplated by this Note) it is solvent (i.e.,
its assets have a fair market value in excess of the amount required to pay its
probable liabilities on its existing debts as they become absolute and matured) and currently Borrower has no information that would
lead it to reasonably conclude that it would not, after giving effect to the
transaction contemplated by this Note, have the ability to, nor does it intend
to take any action that would impair its ability to, pay its debts from time to
time incurred in connection therewith as such debt mature. 




3.16      Integrated Offering. Neither
the Borrower, nor any of its affiliates, nor any person acting on its or their
behalf has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would cause
this offering of the Note to be integrated with prior offerings by the Borrower
for purposes of the Securities Act 


  	BORROWER: 
	 
	LITHIUM EXPLORATION GROUP,
      INC. 
	 	 
	By:	 
	 	Alexander Walsh 
	 	President 
	 	  
	LENDER/HOLDER: 
	 	  
	RIVER NORTH EQUITY LLC

	 	 
	By:	 
	     	Edward Liceaga 
	 	President 
	 	  
	[Convertible Promissory Note
      Signature Page]