LOAN AGREEMENT

THIS AGREEMENT is made as the of April, 2015,

BETWEEN:

(the “Borrower”)

AND:

(the “Lender”)

WHEREAS:

NOW THEREFORE THIS AGREEMENT WITNESSES that pursuant to the premises and in consideration of the mutual covenants contained in this Agreement and the agreement of the Lender to advance funds to the Borrower, the parties covenant and agree as follows:

1.1     Loan. The Lender is to make the Loan available to the Borrower as of the date of this Agreement and on execution of this Agreement and the promissory note as attached Schedule “A” of this Agreement (the “Promissory Note”).

1.2     Interest Rate. The Loan is to bear interest from the date any funds are advanced to the Borrower to the date of full repayment of all amounts outstanding under the Loan at 10% per annum, accruing daily before as well as after maturity, default or judgment (the “Interest Rate”). Interest shall be payable monthly, in arrears, commencing on the date of any particular advance under the Loan.

1

1.3     Conditions Precedent to Advance. The Lender will not have any obligation to advance all or any portion of the Loan to the Borrower until all of the following have been fulfilled to the Lender’s satisfaction:

1.4     Payment of Principal and Interest. The Borrower will pay to the Lender in full the principal amount of the Loan and all accrued and unpaid Interest on the earlier to occur of:

1.5     Prepayment. The Borrower may prepay the Loan in whole or in part, at any time and from time to time without notice, bonus or penalty.

1.6     Applications of Payments. All payments on the Loan in cash made by the Borrower to the Lender are to firstly be applied to the Interest and secondly to the principal balance outstanding under the Loan.

1.7     Manner of Payments. The Borrower will make all payments to the Lender under this Agreement by wire transfer, cheque, direct deposit or bank draft in immediately available funds to such account or accounts of the Lender the Lender may direct.

1.8     Withholding Taxes. If the Borrower is required by law to withhold from any payment required to be made to the Lender under this Agreement or a Promissory Note, any amount on account of any taxes imposed by the laws of the United States, or the laws applicable therein, the Borrower will make the withholding and pay the amount withheld to the appropriate governmental authority before penalties attach or interest accrues. The amount of any payment required to be made hereunder by the Borrower to the Lender is to be reduced by any amount withheld and paid in respect of such payment in accordance with this Section. Upon request of the Lender, the Borrower will deliver to the Lender official tax receipts evidencing such payments.

2.1     Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender that:

2

3.1     Affirmative Covenants. Until such time that the Loan and any outstanding Interest are repaid in full, the Borrower will:

3

3.2     Negative Covenants. Until such time that the Loan and any outstanding Interest are repaid in full and without the prior consent of the Lender, the Borrower will not

4.1     Events of Default. Each of the following events constitutes a default by the Borrower under this Agreement (each, an “Event of Default”), unless the Lender agrees to waive such default:

4

4.2     Remedies for Events of Default. Upon the occurrence of an Event of Default, the Lender may:

4.3     Waiver of Default. The Lender may, in writing in their absolute discretion at any time and from time to time, waive any breach by the Borrower of any of its covenants in this Agreement, provided that any such waiver does not constitute a continuing waiver and does not constitute a waiver of any other term or provision of this Agreement.

4.4     No Waiver. No failure or delay on the part of the Lender in exercising any right, power or privilege under this Agreement operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies in this Agreement expressly specified are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. The acceptance by the Lender of any payment of or on account of the Loan after a default or of any payment on account of any partial default is not to be construed to be a waiver of any right to take advantage of any future default or of any past default not completely cured thereby. The Lender may exercise any and all rights, powers, remedies and recourses available to them under this Agreement, or any other remedy available to them, concurrently or individually without the necessity of an election.

5.1     Person. References in this Agreement to a “person” includes any individual, partnership, joint venture, company, corporation, unincorporated entity, government entity or other entity, whether having legal status or not, and includes persons acting in concert with each other.

5

5.2     Independent Legal Advice. The Borrower acknowledges that:

5.3     Currency. All references to dollars or currency in this Agreement are to United States dollars.

5.4     Governing Law. This Agreement and all matters arising under it are to be governed by and construed in accordance with the laws of the State of Arizona and the federal laws of the United States applicable therein, and each of the parties submit and attorn to the jurisdiction of the courts of Arizona.

5.5     Severability. If any provision of this Agreement or any part thereof is determined to be invalid, it is to be severable and severed from this Agreement and the remainder of this Agreement is to be construed as if such invalid provision or part has been deleted from this Agreement.

5.6     Gender and Number. Words importing the masculine gender include the feminine and neuter genders and words in the singular include the plural, and vice versa.

5.7     Headings. The headings are inserted for convenience only and are not to affect the interpretation of this Agreement.

5.8     Non-limiting. The word “including”, when following any general statement, is to be construed as referring to all other things that could reasonably fall within the scope of such general statement, whether or not non-limiting language (such as “without limitation”) is used. 5.9 Notice. All notices, demands and payments under this Agreement must be in writing and may be delivered personally, via e-mail or by facsimile transmission to the addresses set out on the first page of this Agreement or to such other addresses as may from time to time be notified in writing by the parties. All notices will be deemed to have been given and received on the next business day following the date of transmission or delivery, as the case may be.

6

5.10     Co-operation. Each of the parties will execute all such further documents and do all such further things as may reasonably be required by another party in order to give full effect to this Agreement.

5.11     Fees and Expenses. The Borrower will pay to the Lender all of its reasonable legal and other fees and disbursements in respect of the Loan, including the preparation, execution and carrying out of this Agreement, and on default will pay all costs, charges and expenses of the Lender. All such costs and expenses are payable by the Borrower to the Lender on demand, and in default of payment are to bear interest at the Interest Rate.

5.12     No Prejudice. Nothing in this Agreement is to prejudice or impair any other right or remedy that the Lender may otherwise have with respect to the Loan or any rights or remedies the Lender may have with respect to other loans that may be made to the Borrower.

5.13     Assignment. The Lender may assign or transfer its rights under this Agreement, or any portion of the Loan, with the prior written consent of the Borrower, which consent shall not be unreasonably withheld.

5.14     Enurement. This Agreement is binding upon and enures to the benefit of the Borrower and the Lender and their respective successors and assigns.

5.15     Confidentiality. All documents associated with this transaction are to be confidential and the parties will not disclose such documents to any other person except as may be required by law. Each party will use its reasonable efforts to provide prior notice to the other parties of any such discloser.

5.16     Time. Time is of the essence of this Agreement.

5.17     Entire Agreement; Conflict of Instruments. The Loan Documents represent the entire agreement between the parties and supersede any prior arrangements or agreement, whether in writing or not, among the parties.

[THIS PART LEFT INTENTIONALLY BLANK]

7

5.18     Counterparts. The parties may deliver this Agreement in counterparts and by facsimile transmission, with the same effect as if all parties had all signed an original copy of the same agreement, and all counterparts are to be construed together as one and the same agreement.

AS EVIDENCE OF THEIR AGREEMENT the parties have caused this Agreement to be executed and delivered as of the date first noted above.

LITHIUM EXPLORATION GROUP, INC.

JDF CAPITAL INC.

8

SCHEDULE “A”

PROMISSORY NOTE

April 15, 2015

FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Borrower”) acknowledges itself indebted and promises to pay to, or to the order of, the Lender at the address indicated above the sum of fifty thousand dollars (USD$50,000) (the “Principal Sum”), together with interest on the outstanding balance of the Principle Sum from time to time at the rate equal to 10% PER ANNUM, both before and after maturity, on April 15, 2016, subject to any restrictions on such demand as set out in a Loan Agreement between the Lender and the Borrower dated as of April 15, 2015. Interest shall be payable monthly, in arrears commencing on the date of the advance of any amount in the Principal Sum.

If any payment is not made when required to be made in accordance with this promissory note, interest is to be paid by the Borrower on such overdue amount, including any accrued and unpaid interest, in the same manner as is paid on the Principal Sum.

The Borrower waives presentment for payment, protest or notice of protest and notice of dishonour of this promissory note.

DATED at this 15th day of April, 2015.

LITHIUM EXPLORATION GROUP, INC.

9