Attached files
| file | filename |
|---|---|
| EX-99.1 - COMMON STOCK PURCHASE WARRANT - Lithium Exploration Group, Inc. | exhibit99-1.htm |
| EX-10.2 - DEBENTURE - Lithium Exploration Group, Inc. | exhibit10-2.htm |
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - Lithium Exploration Group, Inc. | exhibit10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 28, 2012
LITHIUM EXPLORATION GROUP,
INC.
(Exact name of registrant as specified in its
charter)
| Nevada | 333-137481 | 06-1781911 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
| 3200 N. Hayden Road, Suite 300, Scottsdale, Arizona | 85251 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 480-406-8220
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
2
| Item 1.01 | Entry into a Material Definitive Agreement |
On March 28, 2012 Lithium Exploration Group, Inc. (“us”, “we”, “our”) entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, within 45 days the investor will acquire convertible debentures with an aggregate total of $1,680,000, at an original issuance discount of $180,000; resulting in $1,500,000 net proceeds to us.
The debentures will be due within 12 months of receipt of funds, will carry no interest, and will be convertible at $0.45 per share subject to various prescribed conditions. Along with the debentures, we will issue warrants to acquire a total of 3,333,333 shares of our common stock for a period of five years at a price of $0.69. The warrants will also include cashless exercise provisions.
The description of the securities purchase agreement, the debenture, and the warrants is qualified in its entirety by the contents of the respective agreements attached as Exhibits to this Current Report.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Securities Purchase Agreement dated March 28, 2012 |
| 10.2 | Debenture dated March 28, 2012 |
| 99.1 | Common Stock Purchase Warrant dated June 29, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LITHIUM EXPLORATION GROUP, INC.
| /s/ Alexander Walsh | |
| Alexander Walsh | |
| President, Secretary, Treasurer and Director | |
| April 3, 2012 |