Lithium Exploration Group, Inc. - FORM 10-K/A

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Lithium Exploration Group, Inc.	exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - Lithium Exploration Group, Inc.	exhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-54881

LITHIUM EXPLORATION GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada	06-1781911
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

3800 N Central Avenue, Suite 820, Phoenix, AZ 85012	85012
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:	480.641.4790

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2014 was $1,545,198.52 based on a $.02 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

11,669,869 common shares as of December 2, 2015

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

The registrant’s annual report on Form 10-K for the period ended June 30, 2015 (filed on December 2, 2015) incorrectly indicated on the cover page that the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). This amendment is filed to correctly indicate that the registrant is not a shell company. The amended report does not reflect events occurring after the filing of the Form 10-K on December 2, 2015, nor does it modify or update the disclosures presented therein, except with regard to the modification described in this Explanatory Note. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this amended report, the certifications filed and furnished as exhibits to the Form 10-K pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 have been re-executed and re-filed as of the date of this amended report and are included as exhibits hereto.

TABLE OF CONTENTS

Item 1.	Business	4

Item 1A.	Risk Factors	31

Item 1B.	Unresolved Staff Comments	36

Item 2.	Properties	36

Item 3.	Legal Proceedings	36

Item 4.	Mine Safety Disclosures	38

Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	39

Item 6.	Selected Financial Data	40

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 8.	Financial Statements and Supplementary Data	48

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51

Item 9A.	Controls and Procedures	51

Item 9B.	Other Information	52

Item 10.	Directors, Executive Officers and Corporate Governance	52

Item 11.	Executive Compensation	54

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57

Item 13.	Certain Relationships and Related Transactions, and Director Independence	57

Item 14.	Principal Accounting Fees and Services	58

Item 15.	Exhibits, Financial Statement Schedules	58

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our company”, mean Lithium Exploration Group, Inc. a Nevada corporation, and our wholly owned subsidiary, Alta Disposal Ltd., an Alberta, Canada corporation, our partially owned subsidiary, Alta Disposal Morinville Ltd., an Alberta, Canada corporation, unless otherwise indicated.

Corporate History

We were incorporated on May 31, 2006 in the State of Nevada under the name “Mariposa Resources, Ltd.”. Effective November 30, 2010, we changed our name to “Lithium Exploration Group, Inc.,” by way of a merger with our wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

Our executive offices are located at 3800 N Central Avenue, Suite 820, Phoenix, AZ 85012, and our telephone number is (480) 641-4790. We also have an office at 840 6th Ave SW Suite 300, Calgary, Alberta T2P 3E5. The phone number for our Calgary office is 403-930-1925.

On October 18, 2013, our company, through our then wholly owned subsidiary, Alta Disposal Ltd. (formerly 1617437 Alberta Ltd.), an Alberta, Canada corporation, completed the acquisition of 51% of the shares of Blue Tap Resources Inc. for total payment of CAD$466,547. As of September 30, 2013, CDN $300,000 (US$294,908) was paid regarding the acquisition. As a result of the share acquisition, Blue Tap Resources Inc. is now a partially owned subsidiary of our company through our wholly owned subsidiary, Alta Disposal Ltd. On January 22, 2014, Blue Tap Resources Inc. changed its name to Alta Disposal Morinville Ltd.

On August 20, 2013, we entered into a letter of intent with Tero Oilfield Services Ltd., a private company, pursuant to which Tero agreed to sell up to 75% of the issued and outstanding common shares of Tero to our company in exchange for payment in the amount of $1,500,000.

On March 1, 2014, Alta Disposal Ltd., our wholly-owned subsidiary, entered into a share purchase agreement with Tero and Garry Hofmann, the sole shareholder of Tero. Pursuant to the agreement, Mr. Hofmann agreed to sell and we agreed to purchase 50% of the issued and outstanding common shares of Tero in exchange for an aggregate of CAD$1,000,000. As part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr. Hofmann by way of a promissory note. As a result of the share purchase agreement, Tero is now a partially owned (50%) subsidiary of our company.

Additionally, Alta Disposal, Tero and Mr. Hofmann entered into an option agreement entitling Alta Disposal to purchase up to an additional 25% of the issued and outstanding common shares of Tero from Mr. Hofmann exercisable at a price of $500,000 for a period of one year. We have subsequently sold our interest in Tero on May 1, 2015 as further described below.

On October 17, 2014, we amended our Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of our common shares from 500,000,000 common shares, par value $0.001 to 2,000,000,000 common shares, par value $0.001. Our authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

On January 19, 2015, we received written consent from our company’s board of directors to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of 20 old shares of common stock for 1 new share of common stock. Stockholders of our company originally approved the reverse stock split on October 14, 2014 at a special meeting. The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on February 25, 2015. We were assigned CUSIP number 53680P209 effective February 25, 2015. Our authorized capital was not affected by the reverse stock split.

On May 1, 2015, our company entered into a share purchase agreement with an individual and disposed of our 50% interest in Tero in consideration of $300,000.

On June 22, 2015, in accordance with our articles of incorporation, our board of Directors has designated 250,000 of our 100,000,000 authorized shares of Preferred Stock as Series "A" Preferred Stock. The Series "A" Preferred Stock, par value $0.001, will rank senior to our common stock, carrying general voting rights with the common stock at the rate of 62 votes per share. The Series "A" Preferred Stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of Series "A" Preferred Stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of Series "A" Preferred Stock will be required for any change to our Articles of Incorporation.

On July 9, 2015 our board of directors approved a settlement agreement dated June 25, 2015 among our company, JDF Capital Inc., and our wholly owned subsidiary, Alta Disposal Ltd. Previously, pursuant to a General Security Agreement dated July 22, 2014, JDF Capital Inc. was granted a first ranking security interest over all current and future assets of Alta Disposal Ltd. in full guarantee of $708,000 loan to our Company. Pursuant to the Settlement Agreement, JDF Capital Inc. and its assign, Blue Citi LLC, have agreed to release and discharge their general security interest in consideration of the issuance of 130,000 shares of Series "A" Preferred Stock.

Effective September 4, 2015, our company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby we sold all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 (approximately USD$7,531.25).

On July 13, 2015 our company's directors approved an increase to our authorized capital from 2,000,000,000 shares of common stock, par value $0.001 to 10,000,000,000 shares of common stock, par value of $0.001 per share and a reverse stock split on a basis of up to 200 old shares of common stock for one (1) share of common stock. The increase of authorized capital and stock split was approved by shareholders on July 13, 2015. A Definitive Schedule 14C was filed with United States Securities and Exchange Commission ("SEC") on August 6, 2015. On September 9, 2015, we filed with the Nevada Secretary of State a Certificate of Amendment increasing our authorized capital from from 2,000,000,000 shares of common stock, par value $0.001 to 10,000,000,000 shares of common stock, par value of $0.001 per share. The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 30, 2015. Effective September 30, 2015, our new CUSIP number is 53680P308.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We are corporation engaged principally in the acquisition, exploration, and development of resource properties. Through our subsidiary Alta Disposal Morinville Ltd., we also operate in the waste water disposal industry.

Disclosure Adjustments for Reverse Stock Split

On January 19, 2015, our board of directors consented to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of 20 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FINRA effective February 25, 2015. Our authorized capital was not affected by the reverse stock split.

On July 13, 2015, our board of directors consented to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of 200 old shares of common stock for 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FINRA effective September 30, 2015. Our authorized capital was not affected by the reverse stock split.

In this Annual Report and in the accompanying audited financial statements and notes, the above described reverse splits are reflected retrospectively in the descriptions of shares and warrants, and their corresponding issuance and exercise prices, except where otherwise indicated.

Assignment Agreement with Lithium Exploration VIII Ltd.

On December 16, 2010, we entered into an assignment agreement with Lithium Exploration VIII Ltd. (not related to our company) to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada. Lithium Exploration VIII and Golden Virtue Resources Inc. (formerly First Lithium Resources Inc.) (not related to our company) had entered into an underlying option agreement dated October 6, 2010, which option agreement and interest were assigned to our company.

On December 31, 2012, our company entered into an amending agreement to amend an original payment requirement of the assignment agreement of CAD$100,000 due on January 1, 2013 to the following payments:

CAD$20,000 (USD$20,000) cash payment due on January 1, 2013; and
CAD$80,000 (USD$80,000) by a 15% one year promissory note starting January 1, 2013.

The note was interest free until March 31, 2013. After March 31, 2013, interest accrued on the principal balance then in arrears at the rate of 15% per annum. Payments were due and payable by December 31, 2013. Further, at any time, Lithium Exploration VIII and Golden Virtue could elect to convert the remaining balance of the note and accrued interest into common shares of our company at 75% of the closing market price of our company’s common shares on the election day.

On July 3, 2013, Lithium Exploration VIII and Golden Virtue elected to convert the note and accrued interest in the combined aggregate amount of CAD$83,057.53 (USD$78,743) into common shares of our company. Pursuant to this election, we issued an aggregate of 239 shares ( on a pre-reverse split basis) of our common stock at the price of USD$330 per share.

Glottech

On November 8, 2011, we entered into a letter agreement with Glottech-USA. Pursuant to the terms of the agreement, we were granted an exclusive license to use and distribute the technology within the Swan Hills region of Alberta as well as a non-exclusive right to distribute the technology within Canada.

We previously made the following payments in association with the production of a working unit of Glottech-USA’s technology:

$25,000 on March 21, 2011 in consideration for entering into the letter agreement dated March 17, 2011;
$75,000 on May 27, 2011 in consideration for continuance of the March 17, 2011 agreement; and
$700,000 on May 27, 2011 in consideration for a licensing and technology payment.

As part of the November 8, 2011 agreement, our officer and director, Alexander Walsh, agreed to provide Glottech-USA with the option, for a period of 12 months from delivery of the first unit, to acquire 500 shares (of our common stock currently held by him , for a total price of $4,000 ($1 pre-reverse splits). Additionally, if, for any reason, Mr. Walsh failed to deliver the 500shares of our common stock to Glottech-USA, we agreed to issue the shares from treasury.

On June 12, 2012, we filed a complaint against Glottech-USA in the Court of Common Pleas of Chester County, Pennsylvania, alleging that Glottech-USA misused our funds and was in breach of our agreements that called for Glottech-USA to deliver one initial unit of the mechanical ultrasound technology. We further alleged that Glottech-USA was financially insolvent and unable to fulfill its promises to us.

On June 12, 2012, we filed a complaint with the Court of Common Pleas of Chester County, Pennsylvania against Glottech-USA, LLC, Eldredge, Inc., and the Eldredge Companies, Inc. Pursuant to an unopposed motion, the Eldredge parties were dismissed in October of 2012. The complaint initially sought an order of the Court granting possession of the initial unit.

Effective August 14, 2012, we entered into an option agreement with GD Glottech International to protect our license and distribution rights in the event that Glottech-USA became unable to perform and honor its obligations to us.

Pursuant to the terms of the option agreement, we were required to provide an initial amount of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. On September 1, 2012, Glottech-USA’s license to the technology expired and also on September 1, 2012, we exercised this option agreement and released the funds to GD Glottech International.

On October 1, 2012, we entered into a license agreement and a sales agency agreement with GD Glottech, regarding GD Glottech International’s proprietary and patented mechanical ultrasound technology for use in water purification in the process of separation of salt and other minerals from lithium bearing brine produced from oil and gas operations. The license agreement and sales agency agreement expands and replaces all prior agreements among our company, GD Glottech International and Glottech-USA, LLC regarding our rights to use and sell the mechanical ultrasound technology, included in our letter of intent dated November 18, 2011, and our option agreement dated August 14, 2012.

Pursuant to the sales agency agreement we were appointed as sales agent for the patented mechanical ultrasound technology within Canada. Our appointment is exclusive within the field of non petro-chemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we agreed to issue to GD Glottech International 500 common shares of our capital stock which obligation has been satisfied through the transfer to GD Glottech International of 500 shares held by our officer and director, Alexander Walsh. It was the explicit intention of the parties that this share transfer fulfills the prior obligations of Alexander Walsh and our company with respect to the option contemplated in the March and November 2011 agreements with Glottech-USA.

We will receive a royalty in respect of sales of the technology secured by us. The term of the initial agreement will be for 5 years with the possibility of extension if sales targets are achieved.

Pursuant to the license agreement, we obtained the exclusive right to use the mechanical ultrasound technology within the field of non-petro-chemical mining within the territory of Canada. We may also sublicense our rights under the license in respect of one or more units of the technology to any entity operating within the field of use in which we own or beneficially own at least a 20% equity interest. GD Glottech International agreed to supply us with up to 5 technology units per 12-month period from the effective date of the license term, which will start from the month of delivery of the unit of the technology. The first unit of the technology provided under the license to be provided at no additional cost to us and subsequent units shall be subject to a fee based on the then current retail price of the units. If we sublicense any of our rights, the term of the applicable license will be for 5 years from the date the applicable unit is delivered. Pursuant to the license agreement, GD Glottech International shall provide ongoing technical assistance and training in respect of our use of the technology at our cost.

In consideration of the license, we will pay to GD Glottech International a royalty based on the tonnage of water produced by our use of the technology in accordance with the agreement. A minimum annual royalty will be applicable. The term of the license agreement shall be for an initial period of 5 years and shall be renewable for additional terms of 5 years provided that we satisfy the minimum royalty requirements during each period.

GD Glottech International’s technology is designed to separate suspended solids from water (brine), which is one step in the process that we are taking to produce commercially viable minerals. The technology produces extremely high temperatures, which destroy organic substances such as bacteria and other toxic agents. We believe that GD Glottech International's technology can provide lower costs of operation as well as reduced time for site clean-up than traditional methods of water treatment. We anticipate using this application to extract dissolved solids like lithium, potassium, and magnesium from oil field brine. The disposal of produced water (brine) from oil and gas production in Alberta is a significant environmental issue for the province and presents a considerable economic issue for producers. We intend to use the technology on our Valleyview Property in Alberta, in cooperation with oil and gas producers, to treat and dispose of their produced water while monetizing the minerals that are contained within that produced water stream that is being brought to the surface during the oil and gas production process. As we own the MAIM (Metals and Industrial Minerals) claims to the minerals on the Valleyview Property, the minerals contained in their produced water stream fall under our rights. While we have had discussions with oil and gas consultants and oil operators regarding their difficulties in treating the brine at some of their fields, we have no formal agreements in place.

The technical process is based on the use of mechanical ultrasound generated through the production of a series of cavitations. Mechanical ultrasound is a machine-produced sound of a frequency above the upper limit of the normal range of human hearing. Cavitations are the rapid formation and collapse of bubbles in liquids, caused by the movement of something such as a propeller or by waves of high-frequency sound. The production of mechanical ultrasound allows GD Glottech International’s technology to distill the fluid stock. Using mechanical ultrasound for distillation has been attempted before, but the external energy requirement needed to produce the mechanical ultrasound was far too expensive to make it commercially viable. GD Glottech International’s technology uses the energy released during the cavitations in order to make it commercially viable from an economic perspective. During these cavitations, a millisecond of energy is released. During this release, temperatures can reach 5,000 degrees centigrade.

On August 27, 2012, we filed a motion to amend our complaint to include claims of breach of trust and fiduciary duty, breach of good faith and fair dealing, breach of contract, conversion of funds, fraud, and the imposition of a constructive trust. We believe that this action was necessary to protect our interests against possible misuse of funds by Glottech-USA, LLC and its principals. We will also seek damages as appropriate.

On October 19, 2012, GD Glottech International moved to intervene as an interested party in the litigation pending against Glottech-USA. GD Glottech International cited its role as owner of the patents as a basis for intervening in the litigation against Glottech-USA. We believe GD Glottech International’s entry into the litigation against Glottech-USA is favorable to our cause in the litigation.

On October 22, 2012, the Court of Common Pleas in Chester County, Pennsylvania, granted our motion to amend our complaint against Glottech-USA to add claims for fraud and damages reflective of the malfeasance which we allege against Glottech-USA and its officers.

On December 12, 2012, GD Glottech International removed the management of Glottech-USA and appointed itself as the manager of Glottech-USA. On the same day, Larry Nesbit, Mark Siegel and Ron Fender filed a motion to dissolve Glottech-USA in Mississippi on the basis that Glottech-USA was unable to meet its financial obligations and could not finish or deliver the unit to us.

On December 19, 2012, an attorney purportedly acting on behalf of Glottech-USA filed a motion in the lawsuit pending in Chester County, Pennsylvania, seeking possession of the unit. In addition, Glottech-USA filed a counterclaim seeking possession of the unit.

GD Glottech International immediately filed a motion to quash Glottech-USA’s motion and for sanctions against the law firm that filed the motion. We also filed a motion, seeking disqualification of the law firm that purported to represent Glottech-USA on the basis that the new management for Glottech-USA had fired the law firm and, as such, the law firm no longer had authority to represent Glottech-USA.

On April 25, 2013, we attended a hearing on the motions pending in the lawsuit filed in Chester County, Pennsylvania. The Court did not rule on any of the motions and, instead, stayed the case as to Glottech-USA until December of 2013 pending the outcome of the lawsuit seeking dissolution of Glottech-USA. The matter in Pennsylvania is no longer stayed. An attorney purporting to represent Glottech-USA and the receiver appointed in Mississippi has filed motions and other documents that may move the matter forward. We have pending preliminary objections to the counterclaim, including a request for a determination of which group is in control of Glottech-USA.

Certain members of Glottech-USA continue to pursue dissolution of the company in Mississippi. The members of Glottech-USA who seek dissolution have stated in court filings that it is not practicable for Glottech-USA to continue as an ongoing business. In addition, Sulzer filed suit against Glottech-USA Texas for unfulfilled obligations.

We do not believe that Glottech-USA has sufficient capital to continue as an ongoing business. We have provided full consideration to Glottech-USA and complied with all other agreed upon terms. We believe any assertions against us to lack merit.

Given pending litigation against Glottech-USA, and the uncertainties naturally inherent of any litigation (particularly as to outcome and timing thereof), we have moved to assure continuity of our licensing rights through entering into, and exercising, the option to contract directly with the technology inventor and patents owner, GD Glottech International. Thus, regardless of the outcome of the litigation, or indeed any action or inaction of Glottech-USA, our interest in the technology is assured.

Alta Disposal Morinville Ltd. Acquisition

On June 11, 2013, we entered into a letter of intent with Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) pursuant to which we agreed to acquire not less than 51% of the outstanding securities of Alta Disposal Morinville in consideration of an aggregate investment of $450,000 in Alta Disposal Morinville’s waste water disposal facility located in Morinville, Alberta. The closing of the transaction was subject to a number of conditions precedent, including but not limited to completion of due diligence and the negotiation of a definitive long form agreement.

On July 29, 2013, in anticipation of the completion of a formal agreement with Alta Disposal Morinville embodying the terms of the letter of intent, we entered into a convertible debenture agreement with Alta Disposal Morinville pursuant to which we agreed to deliver to Alta Disposal Morinville up to CAD$300,000 (approximately USD$291,000) payable in two installments of CAD$150,000 deliverable respectively upon execution of the convertible debenture, and within 5 business days following receipt of regulatory approval for the re-activation of Alta Disposal Morinville’s waste water disposal facility. Delivery of the first and second installments totaling CAD$300,000 have been satisfied and the acquisition was finalized as of October 18, 2013. The funds advanced are secured against all present and future assets and undertakings of Alta Disposal Morinville and are convertible at our option into a number of common shares of Alta Disposal Morinville equal to 51% of its issued and outstanding voting stock.

Effective August 1, 2013, we entered into a joint venture agreement with Alta Disposal Morinville pursuant to which our company and Alta Disposal Morinville will operate certain lands and facilities including a disposal well in the Morinville area of Alberta.

On October 18, 2013, we completed the acquisition of 51% of the outstanding securities of Alta Disposal Morinville, pursuant to a letter of intent with Alta Disposal Morinville dated June 11, 2013. As a result of the share acquisition, Alta Disposal Morinville is now a partially owned subsidiary of our company through our wholly owned subsidiary, Alta Disposal Ltd.

In accordance with the letter of intent, we acquired, through our wholly owned subsidiary, Alta Disposal Ltd., 51% of the outstanding securities of Alta Disposal Morinville (being 510,000 common shares) in consideration of an aggregate investment of CDN$466,547 (approximately USD$453,204) in Alta Disposal Morinville’s waste water disposal facility located in Morinville, Alberta, where Alta Disposal Morinville holds a 100% working interest in 17 freehold mineral leases. There are currently two standing natural gas wells and one disposal well located on the leases, including water disposal facilities, tanks and equipment. Payment of an initial CDN$300,000 (USD$291,000) of the CDN$466,547 aggregate investment was made pursuant to a secured convertible debenture which has been fully converted into common shares of Alta Disposal Morinville. The Alta Disposal Morinville leases are subject to a 3% gross overriding royalty held by Mr. Vincent Murphy pursuant to a gross overriding royalty agreement dated June 30, 2013. The royalty is payable on all fluids separated, treated, or otherwise enhanced for sale on the lease property.

The acquisition of Alta Disposal Morinville was completed through our wholly owned subsidiary, Alta Disposal Ltd., which was formed in the Province of Alberta for the primary purpose of the transaction with Alta Disposal Morinville. Concurrent with the closing of the acquisition, Alta Disposal entered into a unanimous shareholders and management agreement (the “Shareholders Agreement”) dated October 18, 2013 with Excel Petroleum Ltd. (which holds 49% of Alta Disposal Morinville) and Alta Disposal Morinville itself.

Pursuant to the Shareholders Agreement, Alta Disposal may continue to fund the current capital requirements of Alta Disposal Morinville up to an aggregate of $420,000 in consideration of additional shares of Alta Disposal Morinville at the rate of 163,250 shares (equivalent to approximately 5% of Alta Disposal Morinville’s common shares on a diluted basis) for each $105,000 funded until Alta Disposal holds an aggregate of 70% of Alta Disposal Morinville’s outstanding common shares. If Alta Disposal elects to fund the on-going capital requirements of Alta Disposal Morinville beyond the aggregate of $870,000, any such funds advanced by Alta Disposal will be deemed to be funds loaned by Alta Disposal to Alta Disposal Morinville on a non-interest bearing, unsecured bridge loan basis.

Any such funds provided to Alta Disposal Morinville will be repayable from cash flow generated by Alta Disposal Morinville. Funds loaned prior to June 30, 2014 will not be due and payable until June 30, 2014 and thereafter will not be due and payable until at least 6 months following the date of any such loan.

Other terms of the Shareholders Agreement include:

the board of directors of Alta Disposal Morinville will consist of 3 directors including 2 nominees of Alta Disposal and 1 nominee of Excel.
Alexander Walsh will serve as chairman of the board of directors, president and chief executive officer of Alta Disposal Morinville.
Approval of the shareholders holding not less than 60% of Alta Disposal Morinville shares will be required to remove or appoint officers of Alta Disposal Morinville.
Unanimous approval of the shareholders will be required in order to (i) effect capital alterations; (ii) declare dividends except following the completion of a fiscal year end and on a pro-rata basis to all shareholders; or (iii) wind-up; dissolve; or reorganize the corporation or sell or lease substantially all of its assets.
Alta Disposal will otherwise have sole discretion and authority in respect of any and all management and operational decisions relating to the corporation.
Each shareholder of Alta Disposal Morinville will have a right of first refusal to purchase all shares sought to be sold by the other shareholder.
Customary restrictions on the encumbrance and disposition of shares.

The Shareholders Agreement additionally provides for the engagement of Valeura Energy Inc. as the operator of Alta Disposal Morinville’s lands, wells, the facilities, pipelines and disposal wells pursuant to an operating agreement between Alta Disposal Morinville and Valeura dated July 9, 2013. Valeura was to retain a 10% working interest in Alta Disposal Morinville’s lands until completion of the initial work on the disposal well project and will re-convey that interest to Alta Disposal Morinville provided that Alta Disposal Morinville has paid Valeura a cash payment of $2,500 per month for acting as operator of the disposal well and the lands and upon payment of an amount of $10,000 to Valeura upon completion of the project. The disposal well work program must be mutually approved by Alta Disposal Morinville and Valeura. Alta Disposal Morinville will be responsible for all costs and expenses relating to the work program.

Tero Oilfield Services Ltd. Acquisition (and Disposition)

On March 1, 2014, Alta Disposal Ltd., our wholly-owned subsidiary, entered into a share purchase agreement with Tero and Garry Hofmann, the sole shareholder of Tero. Pursuant to the agreement, Mr. Hofmann agreed to sell and we agreed to purchase 50% of the issued and outstanding common shares of Tero (the “Tero Shares”) in exchange for an aggregate of CAD$1,000,000. As part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr. Hofmann by way of a promissory note.

Lastly, Alta Disposal, Tero and Mr. Hofmann entered into a shareholders’ agreement concerning any potential financing by the shareholders of Tero for the benefit of Tero’s operations. This agreement provides that the shareholders of Tero, Alta Disposal and Mr. Hofmann, may by unanimous resolution advance to Tero, upon demand by Tero, such funds as may be determined specified by unanimous resolution, subject to the agreement.

Tero was a family owned waste disposal company. The waste disposal facility had been under the same ownership since it began operations in 1997. In 2002, Tero successfully reclassified the original Class II well to a Class IB disposal well and expanded the capabilities of the facility to handle solid waste disposal. The facility is located near Wardlow, Alberta and is right in the heart of the area's oil and gas producers. The nearest competing commercial disposal companies are 75 kilometers away which presents Tero’s facility with a large geographical advantage.

On September 15, 2014, Northern Hunter Energy Inc. entered into a conveyance agreement with Tero dated June 1, 2014. Pursuant to this agreement, Northern Hunter Energy will transfer a 10% working interest in certain assets of the Morinville, Alberta property, which was previously acquired from Valeura, to Tero effective June 1, 2014 for the sum of $10,000. As of the date of this report, the transfer has not been completed and the sum of $10,000 has not been paid.

On May 1, 2015, Alta Disposal entered into a share purchase agreement with Natel Hofmann and Tero Oilfield Services Ltd. for the sale of the Tero Shares by Alta Disposal to Ms. Hofmann in consideration of an aggregate of $300,000. As at April 29, 2015, the purchase price was paid in full.

Loans of Our Company

Since March 2014, our company has received various loans from unrelated third party that are listed below. These loans are convertible into shares of our company pursuant to the terms of the loan agreements. In the descriptions below of the loans, the issuance of common shares pursuant to the conversion of debt pursuant to convertible promissory notes, and the issuance of common shares pursuant to the exercise of warrants, transactions are a on a post reverse stock split basis. These adjustments include our first reverse share split approved on January 19, 2015 (20 old shares of common stock for one (1) new share of common stock), and our second reverse stock split approved by our board of directors on July 13, 2015 (200 old shares of common stock for one (1) new share of common stock). All the loans, convertible promissory notes, and warrants include terms that make them subject to the share splits.

Loan Agreements with JDF Capital Inc.

$500,000 Loan

On March 15, 2014, we entered into a securities purchase agreement with JDF, pursuant to which JDF provided us with an aggregate investment of $500,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JDF a 10% original issue discount convertible promissory note of $550,000 due September 15, 2015 and convertible into common shares on a cashless basis at a price per share of 35% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The note bears interest, in arrears, at a rate per annum equal to fifteen percent (15%) accruing on a semi-annual basis commencing March 15, 2014 in cash or restricted shares of our company’s common stock, par value $0.001 per share at the option of the holder. The fair value of the note at issuance was $846,154. During the year ended June 30, 215 and 2014, an interest expense of $6,279 and $24,063 respectively, was accrued in respect of the note.

In addition on March 15, 2014, we issued an aggregate of 4,583 warrants to JDF in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $240.00 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Pursuant to a partial sale and assignment agreement dated February 27, 2015 among our company, JDF Capital Inc. and River North Equity, LLC, JDF Capital assigned $100,000 portion of the March 15, 2014 note to River North Equity.

On March 30, 2015, our directors approved an amendment to the note. We amended and restated a $50,000 portion of the $550,000 note, into a new promissory note to LG Capital Funding LLC, in the amount of $50,000 to provide conversion features equal to 50% of the lowest closing price of the last 20 trading days prior to conversion, as well as 10% per annum interest and become due and payable one year after the issuance date.

To date, we have issued the following securities in conversion of the $400,000 portion of the March 15, 2014 convertible promissory note held by JDF Capital:

On September 23, 2014, we issued 455 common shares at a deemed price of $13.00 per share for promissory note and interest conversion of $7,692.
On October 3, 2014, we issued 2,500 common shares at a deemed price of $10.00 per share for promissory note and interest conversion of $38,462.
On October 6, 2014, we issued 2,500 common shares at a deemed price of $10.00 per share for promissory note and interest conversion of $38,462.
On October 7, 2014, we issued 2,750 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $37,231.
On October 13, 2014, we issued 3,409 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $46,154.
On October 21, 2014, we issued 5,000 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $44,615.
On October 31, 2014, we issued 3,750 common shares at a deemed price of $04.60 per share for promissory note and interest conversion of $26,538.
On November 10, 2014, we issued 4,952 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $32,000.
On November 13, 2014, we issued 5,000 common shares at a deemed price of $3.60 per share for promissory note and interest conversion of $27,692.
On November 18, 2014, we issued 6,410 common shares at a deemed price of $3.12 per share for promissory note and interest conversion of $30,769.
On December 1, 2014, we issued 7,500 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $32,308.
On December 5, 2014, we issued 7,500 common shares at a deemed price of $2.00 per share for promissory note and interest conversion of $23,077.

On December 8, 2014, we issued 8,750 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $18,846.
On December 10, 2014, we issued 11,250 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $20,769.
On December 15, 2014, we issued 12,500 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $23,077.
On December 18, 2014, we issued 15,000 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $27,692.
On April 1, 2015, we issued 19,110 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $35,280.
On April 7, 2015, we issued 19,608 common shares at a deemed price of $1.02 per share for promissory note and interest conversion of $30,769.
On April 10, 2015, we issued 25,000 common shares at a deemed price of $0.61 per share for promissory note and interest conversion of $23,462.
On April 17, 2015, we issued 25,000 common shares at a deemed price of $0.48 per share for promissory note and interest conversion of $18,642.
On April 17, 2015, we issued 25,000 common shares at a deemed price of $0.40 per share for promissory note and interest conversion of $15,385.
On April 20, 2015, we issued 25,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $10,000.
On April 22, 2015, we issued 30,000 common shares at a deemed price of $0.24 per share for promissory note and interest conversion of $9,525.
On April 28, 2015, we issued 30,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion of $6,000.
On April 30, 2015, we issued 45,000 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $5,850.
On May 4, 2015, we issued 50,000 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $6,500.
On May 7, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $6,375.
On May 8, 2015, we issued 75,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $5,250.
On May 13, 2015, we issued 119,900 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $8,393.

To date, we have issued the following securities in conversion of the $100,000 portion of the March 15, 2014 convertible promissory note held by River North Equity:

On April 23, 2015, we issued 32,360 common shares at a deemed price of $0.24 per share for promissory note and interest conversion of $11,948.
On April 28, 2015, we issued issued 39,303 common shares at a deemed price of $0.20 per share for promissory note and interest conversion of $12,094.
On April 30, 2015, we issued 48,584 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $11,212.
On May 5, 2015, we issued 73,637 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $14,728.
On May 8, 2015, we issued 78,892 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $9,709.
On May 13, 2015, we issued 111,138 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $13,679.
On May 15, 2015, we issued 160,565 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $17,292.
On May 22, 2015, we issued 166,802 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $17,963.
On September 11, 2015, we issued 434,084 common shares at a deemed price of $0.03 per share for promissory note conversion of $13,022.
On September 18, 2015, we issued 486,623 common shares at a deemed price of $0.02 per share for promissory note conversion of $9,732.

As at the date of this report $500,000 of the March 15, 2014 note (which amount excludes the restated $50,000 portion) has been converted into common shares, whereas the full amount of the accompanying warrants remain unconverted and outstanding.

On March 3, 2015, JDF Capital, LG Capital Funding, LLC and our company agreed to assign an aggregate of $50,000 from the note of JDF Capital to LG Capital and to amend the conversion price to equal to 65% of the lowest closing price of the our common stock for the last 20 trading days prior to conversion, as well as 10% per annum interest. As at the date of this report, we have made the following issuances of common stock in conversion of this convertible note:

On April 20, 2015, we issued 25,922 common shares at a deemed price of $0.39 per share for promissory note and interest conversion of $15,495.
On May 27, 2015, we issued 102,839 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $10,995.
On June 3, 2015, we issued issued 222,506 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $13,585.
On June 15, 2015, we issued 218,089 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of 13,301.

On May 1, 2015, we issued 53,741 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $12,342.
On July 10, 2015, we issued 201,465 common shares at a deemed price of $0.04 per share for promissory note conversion of $8,058.60.

As at the date of this report, there remains no balance payable pursuant to the note.

$600,000 Loan

On August 6, 2014, we entered into a securities purchase agreement with JDF dated July 22, 2014 pursuant to which we issued to JDF a convertible promissory note in the aggregate principal amount of $708,000, which amount includes the purchase price of $600,000 plus 18 months prepaid interest at the rate of 12% per annum. The convertible note has a maturity date of January 22, 2016 and is convertible in whole or in part into shares of our common stock at price per share equal to 65% of the lowest reported sale price of our common shares during the 20 trading days prior to July 22, 2014 ($160.00) or prior to the applicable conversion date. Our company will have the option to prepay the note within 60 days subject to a 10% penalty, within the subsequent 60 days subject to a 20% penalty, or anytime thereafter prior to maturity subject to a 30% penalty. The purchase price of the promissory note is payable in six installments beginning upon the effective date of the agreement (which amount has been paid) and monthly thereafter beginning on August 22, 2014. The promissory note is secured in first position against all assets of our subsidiary, Alta Disposal Ltd., pursuant to a general security agreement between Alta Disposal and JDF.

As additional consideration for the proceeds of the convertible note, we issued to JDF Capital warrants exercisable for 5 years to purchase up to 4,200 shares of our common stock at an exercise price of $160.00 per share, subject to cashless exercise provisions.

To date, we have issued the following securities in conversion of the August 6, 2014 convertible promissory note:

On June 2, 2015, we issued 144,231 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $11,538.
On June 5, 2015, we issued 220,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $15,400.
On June 10, 2015, we issued 275,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $19,251.
On July 8, 2015, we issued 125,000 common shares at a deemed price of $0.04 per share for promissory note conversion of $5,000.
On July 21, 2015, we issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion of $10,000.
On July 29, 2015, we issued 298,269 common shares at a deemed price of $0.04 per share for promissory note conversion of $11,930.76.
On September 18, 2015, we issued 475,000 common shares at a deemed price of $0.03 per share for promissory note conversion of $14,250.

As at the date of this report, $600,000 has been funded pursuant to the note of which approximately $532,905.75 remains unconverted and outstanding.

On March 9, 2015, JDF Capital and Blue Citi PR, LLC agreed to assign an aggregate of $100,000 from the convertible promissory note of JDF Capital (that was issued from our company) to Blue Citi PR LLC. As at the date of this report, we have issued the following securities in conversion of the promissory note:

On April 22, 2015, we issued 14,793 common shares at a deemed price of $0.34 per share for promissory note and interest conversion $7,692.
On April 30, 2015, we issued 45,000 common shares at a deemed price of $0.17 per share for promissory note and interest conversion $11,700.
On May 7, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $10,500.
On May 12, 2015, we issued 89,011 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $12,462.
On May 13, 2015, we issued 125,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $15,000

As at the date of this report, there remains a balance of$62,720 unconverted and payable pursuant to the note.

Loan Agreement with JMJ Financial

On February 13, 2013, we entered into a securities purchase agreement with JMJ Financial. Pursuant to the terms of the agreement, our company will also enter into a convertible promissory note in the principal amount of $1,100,000 (for consideration of up to $1,000,000), of which $100,000 shall be paid to our company upon closing of the convertible promissory note and a common stock purchase warrant for the purchase of up to 135 shares of our common stock at an exercise price of $740 for a period of five years. The convertible promissory note shall have a maturity date of February 13, 2016. The remainder of the convertible debenture can be drawn down on by mutual agreement from JMJ Financial and our company. As at the date of this report, we have made the following issuances of common stock in conversion of the February 13, 2013 note:

On August 13, 2013, we issued 396 common shares at a deemed price of $294.00 per share for promissory note and interest conversion of $163,693.
On November 11, 2013, we issued 347 common shares at a deemed price of $168.00 per share for promissory note and interest conversion of $81,846.
On December 4, 2013, we issued 359 common shares at a deemed price of $162.40 per share for promissory note and interest conversion of $81,846.
On January 6, 2014, we issued 638 common shares at a deemed price of $91.28 per share for promissory note conversion of $81,846.
On February 14, 2014, we issued 500 common shares at a deemed price of $89.60 per share for promissory note conversion of $62,921.
On March 3, 2014, we issued 475 common shares at a deemed price of $89.60 per share for promissory note conversion of $59,849.
On June 10, 2014, we issued 400 common shares at a deemed price of $85.20 per share for promissory note conversion of $47,752.

On June 27, 2014, we issued 425 common shares at a deemed price of $74.00 per share for promissory note conversion of $44,171.
On July 16, 2014, we issued 450 common shares at a deemed price of $74.00 per share for promissory note and interest conversion of $46,769.
On August 1, 2014, we issued 266 common shares at a deemed price of $67.00 per share for promissory note and interest conversion of $25,000.
On September 3, 2014, we issued 750 common shares at a deemed price of $40,00 per share for promissory note and interest conversion of $42,135.
On September 11, 2014, we issued 1,400 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $39,712.
On October 22, 2014, we issued 4,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $38,694.
On November 6, 2014, we issued 4,975 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $28,578.
On November 19, 2014, we issued 8,500 common shares at a deemed price of $3.20 per share for promissory note and interest conversion of $37,202.
On December 10, 2014, we issued 12,075 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $19,818.
On December 17, 2014, we issued 15,425 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $25,317.
On April 22, 2015, we issued 31,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $11,024
On April 24, 2015, we issued 41,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion of $11,920.
On May 8, 2015, we issued 92,500 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $8,839.
On May 14, 2015, we issued 132,000 common shares at a deemed price of $0.06 per share for promissory note and interest conversion $10,833
On May 27, 2015, we issued 194,500 common shares at a deemed price of $0.05 per share for promissory note and interest conversion of $13,301.
On June 3, 2015, we issued 225,000 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $12,309
On June 11, 2015, we issued 284,000 common shares at a deemed price of $0.03 per share for promissory note and interest conversion of $11,653.
On June 16, 2015, we issued 249,500 common shares at a deemed price of $0.03 per share for promissory note and interest conversion of $10,237.
On September 15, 2015, we issued 438,000 common shares at a deemed price of $0.03 per share for promissory note conversion of $13,140.
On October 28, 2015 we issued 554,000 common shares at a deemed price of $0.01 per share for promissory note conversion of $5,540.

As at the date of this report, there remains a balance of approximately $39,875 unconverted and payable pursuant to the note.

Together with the promissory note issued on February 13, 2013, we issued the following warrants:

warrants to purchase up to 135 of our common shares at an exercise price of $740.00 per share expiring February 13, 2018 (exercised);
warrants to purchase up to 66 of our common shares at an exercise price of $760.00 expiring April 24, 2018 (exercised),
warrants to purchase up to 74 of our common shares at an exercise price of $672.00 expiring June 4, 2018 (exercised),
warrants to purchase up to 100 of our common shares at an exercise price of $500.00 expiring June 27, 2018 (exercised),
warrants to purchase up to 84 of our common shares at an exercise price of $896.00 expiring August 14, 2018 (exercised),
warrants to purchase up to 417 of our common shares at an exercise price of $240.00 expiring December 10, 2018 (exercised),
warrants to purchase up to 179 shares of our common shares at an exercise price of $280.00 expiring February 20, 2019 (not exercised);
warrants to purchase up to 952 of our common shares at an exercise price of $210.00 expiring April 16, 2019 (not exercised).

Loan Agreement with JSJ Investments Inc.

On February 23, 2014, we entered into a securities purchase agreement with JSJ Investments Inc., pursuant to which JSJ Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JSJ Investments a convertible promissory note with 12% interest due August 27, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 27, 2014 or of a notice to convert during the twenty trading days preceding the delivery of any related conversion notice. The fair value of the note at issuance was $200,000. On August 28, 2014, we issued 2,598 common shares at a deemed price of $40.80 per share in full conversion of the promissory note and interest at face value of $205,984.

In addition, we issued warrants to purchase an aggregate of 278 common shares of our company to JSJ Investments in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of approximately $360.00 and expire after a term of five years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Centaurian Fund

On February 28, 2014, we entered into a securities purchase agreement with Centaurian Fund, pursuant to which Centaurian provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Centaurian a convertible promissory note with 15% interest due August 28, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 28, 2014 or of a notice to convert during the 20 trading days preceding the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. In addition, we issued warrants to purchase an aggregate of 1,289 common shares of our company to Centaurian in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $240.00 and expire after a term of six months. In the case that our common share closing price is greater than $240.00 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant. The warrants expired unexercised.

On September 4, 2014, JSJ, Centaurian Fund and our company agreed to assign the note from Centaurian Fund to JSJ Investments and increase the principal interest of the note to $74,750 with 12% interest.

On September 10, 2014, we issued 1,684 common shares at a deemed price of $22.20 per share for promissory note and interest conversion of $62,375.
On September 16, 2014, we issued 953 common shares at a deemed price of $21.33 per share for promissory note and interest conversion of $40,447.

On April 8, 2015, we issued 21,838 common shares at a market price of $0.85 per share for promissory note and interest conversion of $23,350. As at the date of this report, there remains no balance payable pursuant to the note.

Loan Agreements with LG Capital Funding, LLC

On February 27, 2014, we entered into another securities purchase agreement with LG Capital Funding, LLC. Pursuant to which LG Capital provided our company with an aggregate investment of $75,000 in consideration of a promissory note carrying interest at the rate of 10% per annum and due March 3, 2016. The promissory note is convertible into common shares of our company at the investor’s option at any time after 180 days at a price equal to 50% of the lowest bids price for the 20 days prior to conversion date subject to various prescribed conditions. During the year ended June 30, 2015, the full face value of the note including interest (being $155,145 (June 30, 2014 - $Nil) in the aggregate) was fully converted to 28,087 common shares pursuant to the following issuances of common stock:

On September 29, 2014, we issued 1,512 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $37,050.
On October 27, 2014, we issued 5,502 common shares at a deemed price of $6.20 per share for promissory note and interest conversion of $66,113.
On December 11, 2014, we issued 8,473 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $22,862.
On December 17, 2014, we issued 12,600 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $29,120.

On March 3, 2015, we entered into a securities purchase agreement with LG Capital Funding, LLC, pursuant to which LG Capital provided our company with an aggregate investment of $29,000 in consideration of our issuance of convertible promissory notes. We issued LG Capital a convertible promissory note with 10% interest due March 3, 2016 and convertible into common shares on a cashless basis at a price of 65% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice.

On September 11, 2015, the Company issued 80,801 common shares at a deemed price of $0.04 per share for promissory note conversion. During the year ended June 30, 2015, an interest expense of $967 was accrued in respect of the note. As at the date of this report, there remains a balance of approximately $26,735 unconverted and payable pursuant to the note.

Loan Agreement with St. George Investments LLC

On February 28, 2014, we entered into a securities purchase agreement with St. George Investments LLC, pursuant to which St. George Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued St. George Investments a convertible promissory note of $125,500 including 15% prepaid interest due August 28, 2015 and convertible into common shares on a cashless basis at a price of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $200,000. As at the date of this report we have made the following issuances of common stock in conversion of the February 28, 2014 note:

On September 10, 2014, we issued 385 common shares at a deemed price of $26.00 per share for promissory note and interest conversion of $20,000.
On September 23, 2014, we issued 962 common shares at a deemed price of $13.00 per share for promissory note and interest conversion of $25,000.
On October 9, 2014, we issued 1,667 common shares at a deemed price of $9.00 per share for promissory note and interest conversion of $30,000.
On October 16, 2014, we issued 1,829 common shares at a deemed price of $8.20 per share for promissory note and interest conversion of $30,000.
On October 24, 2014, we issued 2,206 common shares at a deemed price of $6.80 per share for promissory note and interest conversion of $30,000.

On October 31, 2014, we issued 3,125 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $30,000.
On November 17, 2014, we issued 3,947 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $30,000.
On December 3, 2014, we issued 5,357 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $17,500.
On December 16, 2014, we issued 9,286 common shares at a deemed price of $1.40per share for promissory note and interest conversion of $13,000.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition, we issued an aggregate of 370 warrants to St. George Investments in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $270.00 and expire after a term of five years. As at the date of this report we have made the following issuances of common stock in full exercise of the February 28, 2014 warrant:

On March 16, 2015, 141 warrants were exercised for 36,175 of our common shares at a deemed price of $0.02 in accordance with the terms of the agreement. A loss of $644 was recorded when the warrants were valued prior to exercise. On April 16, 2015, we issued 42,417 common shares at a deemed price of $0.0043 per share or $182 in the aggregate pursuant to the exercise of 230 warrants.

Loan Agreement with Vista Capital Investments, LLC

On February 28, 2014, we entered into a securities purchase agreement with Vista Capital Investments, LLC, pursuant to which Vista Capital provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Vista Capital a convertible promissory note of $110,000 with 12% interest due September 1, 2014 and convertible into common shares on a cashless basis at a price of the lesser of $300 or 50% of the lowest bid price of our common shares during the prior 25 consecutive trading days prior the delivery of any related conversion notice. The fair value of the note at issuance was $220,000. As at the date of this report, we have made the following issuances of common stock in full conversion of the February 28, 2014 note:

On September 23, 2014, we issued 2,500 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $55,000.
On October 27, 2014, we issued 3,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $43,500.
On November 3, 2014, we issued 3,750 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $34,500.
On December 10, 2014, we issued 8,500 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $20,400.
On April 1, 2015, we issued 15,000 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $36,000.
On April 7, 2015, we issued 22,500 common shares at a deemed price of $1.02 per share for promissory note and interest conversion of $38,250.

On April 14, 2015, we issued 25,000 common shares at a deemed price of $0.49 per share for promissory note and interest conversion of $12,250.
On April 20, 2015, we issued 30,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $7,800.
On April 24, 2015, we issued 37,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion of $7,875.
On April 29, 2015, we issued 45,000 common shares at a deemed price of $0.14 per share for promissory note and interest conversion of $6,300.
On May 8, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $7,500.
On May 13, 2015, we issued 122,357 common shares at a deemed price of $ 0.07 for promissory note and interest conversion of $5,250.

In addition, we issued warrants to purchase an aggregate of 2,578 common shares of our company to Vista Capital in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $240.00 during the period beginning August 28, 2014 and ending August 28, 2019. In the case that our common share closing price is greater than $240.00 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant.

On August 20, 2014, we issued an aggregate of 4,528 common shares at a deemed price of $85.34 for the cashless conversion of warrants issued on February 28, 2014. A gain of $108,275 was recorded when the warrants were valued prior to exercise.

Loan Agreement with Union Capital, LLC

On March 3, 2014, we entered into a securities purchase agreement with Union Capital, LLC, pursuant to which Union provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Union a convertible promissory note of $50,000 with 10% interest due March 5, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the February 28, 2014 note:

On September 8, 2014, we issued 277 common shares at a deemed price of $38.00 per share for promissory note and interest conversion of $20,510.
On September 11, 2014, we issued 652 common shares at a deemed price of $24.20 per share for promissory note and interest conversion of $30,777.
On September 12, 2014, we issued 717 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $30,781.
On September 15, 2014, we issued 479 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $20,529.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition, we issued warrants to purchase an aggregate of 235 common shares of our company to Union in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $212.00 and expire after a term of five years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Iconic Holdings, LLC

On March 3, 2014, we entered into a securities purchase agreement with Iconic Holdings, LLC, pursuant to which Iconic provides our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Iconic a convertible promissory note of $100,000 with 12% interest due September 3, 2014 and convertible into common shares on a cashless basis at a price of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $200,000. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

On September 12, 2014, we issued 2,475 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $100,000.
On October 23, 2014, we issued 1,471 common shares at a deemed price of $6.80 per share for promissory note and interest conversion of $20,000.
On November 14, 2014, we issued 5,263 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $40,000.
On November 18, 2014, we issued 7,193 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $47,335.

As at the date of this report, all interest and principal of the note has been fully converted.

In addition, we issued an aggregate of 500 warrants to Iconic in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $200. and expire after a term of three years. As at the date of this report, we have made the following issuances of common stock in cashless exercise of the March 3, 2014 warrants:

On April 14, 2015, we issued 5,385 common shares at a deemed price of $0.09 per share in full exercise of the warrants. A gain of $94,809 was recorded when the warrants were valued prior to exercise.

Loan Agreement with Adar Bays, LLC

On March 3, 2014, we entered into a securities purchase agreement with Adar Bays, LLC, pursuant to which Adar provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Adar a convertible promissory note of $50,000 with 10% interest due March 4, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

On September 4, 2014, we issued 227 common shares at a deemed price of $44.00 per share for promissory note and interest conversion of $20,000.
On September 11, 2014, we issued 413common shares at a deemed price of $24.20 per share for promissory note and interest conversion of $20,000.
On September 17, 2014, we issued 354 common shares at a deemed price of $19.80 per share for promissory note and interest conversion of $14,000.

On September 23, 2014, we issued 369 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $9,311.
On September 29, 2014, we issued 1,250 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $31,500.
On October 27, 2014, we issued 836 common shares at a deemed price of $6.40 per share for promissory note and interest conversion of $7,948.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition on March 4, 2014, we issued an aggregate of 235 warrants to Adar in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $212.00 and expire after a term of five years.

Loan Agreement with Black Mountain Equities, Inc.

On March 3, 2014, we entered into a securities purchase agreement with Black Mountain Equities, Inc., pursuant to which Black Mountain provided our company with an aggregate investment of $100,000 in consideration of our issuance of original issue discount convertible promissory notes and common share purchase warrants. We issued Black Mountain a convertible promissory note of $115,000 with 15% prepaid interest due April 1, 2015 and convertible into common shares on a cashless basis at the lesser price per share of $240.00 or 50% of the lowest trade price of our common shares during the prior 20 trading days immediately preceding the delivery of any related conversion notice. The fair value of the note at issuance was $230,000.

As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

On October 27, 2014, we issued 5,678 common shares at a deemed price of 5.80 per share for promissory note and interest conversion of $62,934.
On December 12, 2014, we issued 18,612 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $42,334.
On March 31, 2015, we issued 20,834 common shares at a deemed price of $1.20 per share the for promissory note and interest conversion of $46,524.
On May 1, 2015, we issued 105,315 common shares at a deemed price of $0.16 per share for promissory note and interest conversion of $31,200.
On May 7, 2015, we issued 90,775 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $11,754.
On May 12, 2015, we issued 90,775 common shares at a deemed price of $0.07 per share promissory note and interest conversion of $11,754.
On June 4, 2015, we issued 222,791 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $16,411.
On June 11, 2015, we issued 428,933 common shares at a deemed price of $0.03 per share for promissory note and interest conversion $23,694.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition on March 3, 2014, we issued an aggregate of 417 warrants to Black Mountain in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $240.00 and expire after a term of five years. In the case that our common share closing price is greater than $240.00 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant. As at the date of this report, we have made the following issuances of common stock in full exercise of the March 3, 2014 warrants:

On August 5, 2014, we issued 5,161 common shares at a deemed price of $7.99 per share for warrants exercise of $41,244. A gain of $10,725 was recorded when the warrants were valued prior to exercise.
On September 15, 2014, we issued 2,737 at a deemed price of $8.11 per share for warrants exercise of $22,207. A gain of $5,777 was recorded when the warrants were valued prior to exercise.

As at the date of this report, there remain no warrants remaining pursuant to the securities purchase agreement.

Loan Agreement with Blue Citi, LLC

Effective March 3, 2014, we entered into another securities purchase agreement with Blue Citi LLC. Pursuant to the terms of the agreement, Blue Citi acquired a convertible promissory note with an aggregate face value of $220,000, at an issuance discount of $20,000; resulting in $200,000 net proceeds to our company. The note was due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the note. The fair value at issuance was $440,000.

During the year ended June 30, 2015, $453,200 (June 30, 2014 - $Nil) in face value of the note including interest was fully converted to 49,640 (June 30, 2014 - Nil) common shares pursuant to the following issuances of common shares:

On September 3, 2014, we issued 125 common shares at a deemed price of $40.00 per share for promissory note and interest conversion of $9,717.
On September 15, 2014, we issued 1,396 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $54,804.
On September 24, 2014, we issued 2,273 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $48,585.
On October 2, 2014, we issued 1,136 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $24,292.
On October 13, 2014, we issued 2,670 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $45,669.
On October 20, 2014, we issued 2,778 common shares at a deemed price of $7.20 per share for promissory note and interest conversion of $38,867.
On October 21, 2014, we issued 2,500 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $29,150.
On October 27, 2014, we issued 5,000 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $58,301
On November 4, 2014, we issued 4,348 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $38,867.
On December 4, 2014, we issued 7,500 common shares at a deemed price of $2.40 per share for promissory note and interest conversion of $34,980.
On December 5, 2014, we issued 6,818 common shares at a deemed price of $2.20 per share for promissory note and interest conversion of $29,150.
On December 8, 2014, we issued 6,667 common shares at a deemed price of $1.80 per share for promissory note and interest conversion of $23,320.

On December 9, 2014, we issued 6,429 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $17,498.

There is no outstanding balance payable in respect of the note as of the date of this report. Along with the promissory note entered on March 3, 2014, we issued warrants to acquire a total of 1,000 shares of the company for a period of three years at an exercise price of $200.00. On September 4, 2014, 25 warrants were exercised for 146 of our common shares at a deemed price of $15.92 in accordance with the terms of the agreement. A gain of $1,490 was recorded when the warrants were valued prior to the warrants exercise.

Loan Agreement with 514742 B.C. Ltd.

On March 3, 2014, we entered into a securities purchase agreement with Alta Disposal Ltd., our wholly-owned subsidiary, and 514742 B.C. Ltd., pursuant to which 514742 B.C. provided Alta Disposal with an aggregate investment of CAD$330,000 (US$298,518) in consideration of our issuance of secured promissory notes and common share purchase warrants.

On March 3, 2014, 514742 B.C. funded an aggregate investment of CAD$333,000 to Alta Disposal. Therefore, Alta Disposal issued 514742 B.C. a secured promissory note of Alta Disposal CAD$333,000 with 20% interest due June 1, 2014. The note is secured by all present and after acquired property of Alta Disposal. Effective April 14, 2014, the company paid a total of CAD$346,274 (US$316,355) in principle and interest to settle this debt.

In addition on March 3, 2014, we issued an aggregate 550 warrants to 514742 B.C. in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $200.00 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Cardinal Capital Group, Inc.

On October 31, 2014, we entered into a securities purchase agreement with Cardinal Capital Group, Inc., pursuant to which Cardinal Capital provided our company with an aggregate investment of $50,000 in consideration of our issuance of a convertible promissory note. We issued Cardinal Capital a convertible promissory note of $59,500 comprised of $6,000 in interest and $3,500 in legal fees and due in two years. The note is convertible into shares of our common stock at the lesser of $20.00 or 65% of the lowest trade price of our common stock during the 20 trading days immediately preceding a conversion date. As at the date of this report, we have made the following issuances of common stock in conversion of the October 31, 2014 note:

On April 30, 2015, we issued 49,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion of $15,077.
On May 1, 2015, we issued 49,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion $15,077.
On May 7, 2015, we issued 49,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $6,860.
On May 11, 2015, we issued 110,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $15,400.
On May 14, 2015, we issued 110,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $13,200.
On May 27, 2015, we issued 150,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $15,000.
On June 2, 2015, we issued 150,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $11,624.
On June 15, 2015, we issued 165,154 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $6,441.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

Loan Agreement with InLight Capital Partners, LLC.

On August 22, 2014, we entered into a securities purchase agreement with InLight Capital Partners, LLC, pursuant to which InLight Capital provided our company with an aggregate investment of $100,000 in consideration of our issuance of a convertible promissory note and warrants to purchase common shares of our company with an aggregate exercise price of $120,500. The note was funded by InLight Capital in the amount of $100,000 and shall include $20,500 in respect of pre-paid interest calculated in advance at the rate of 12% per annum for 18 months plus expenses of the Purchaser. InLight Capital delivered to us funds in the amount of $50,000 on the effective date and $50,000 on September 19, 2014.

As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

On April 13, 2015, we issued 26,250 common shares at a deemed price of $0.64 per share for promissory note and interest conversion of$24,193.
On April 27, 2015, we issued issued 26,250 common shares at a deemed price of $0.22 per share for promissory note and interest conversion of $8,393.
On April 30, 2015, we issued 54,200 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $13,253.
On May 5, 2015, we issued 78,892 common shares at a deemed price of $0.12 per share for promissory note and interest conversion of $13,355.
On May 11, 2015, we issued 92,741 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $12,210.
On May 19, 2015, we issued 166,802 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $18,825.
On June 9, 2015, we issued 255,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion of $19,185.

There remains a principal balance of $37,243 unconverted and payable pursuant to the note. In addition on August 22, 2014 and September 19, 2014, we issued an aggregate of 538 warrants to InLight Capital Partners, LLC in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $112.00and expire after a term of five years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Louis Feld

On February 6, 2015, Louis Feld provided our company with an aggregate investment of $88,500 in consideration of our issuance of a $88,500 convertible promissory note and warrants to acquire 13,828 common shareswith an aggregate exercise price of $88,500. We issued Mr. Feld a convertible promissory note with 12% interest due August 6, 2016 and convertible into common shares on a cashless basis at a price of 65% of the lowest closing bid price of our common shares during the prior 20 trading days. During the year ended June 30, 2015, an interest expense of $3,750 was accrued. On August 17, 2015, we issued 250,000 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $10,000.

Loan Agreement with River North Equity LLC

On February 24, 2015, River North provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes. We issued River North a convertible promissory note with 12% interest due August 24, 2016 and convertible into common shares on a cashless basis at a price of 65% of the lowest closing bid price of our common shares during the prior 25 trading days including the delivery of any related conversion notice. During the year ended June 30, 2015, an interest expense of $4,500 was accrued and no principal has been converted.

Bridge Loan Agreement with JDF Capital Inc.

On April 15, 2015, JDF Capital provided our company with a $50,000 loan with 10% interest per annum due April 15, 2015. On or about May 22, 2015 we prepaid the aggregate of $50,493.15, in full repayment of the loan, and aggregate accrued interest of $493.15.

New Loan Agreements with JDF Capital Inc.

On August 3, 2015, we entered into a securities purchase agreement with JDF Capital Inc. . Pursuant to the terms of the agreement, JDF Capital acquired a convertible promissory note with an aggregate face value of $36,000 due on February 3, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

On September 9, 2015, we entered into a securities purchase agreement with JDF Capital Inc. Pursuant to the terms of the agreement, JDF Capital acquired a convertible promissory note with an aggregate face value of $30,000 due on September 9, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

On September 30, 2015, we entered into a securities purchase agreement with JDF Capital Inc. . Pursuant to the terms of the agreement, JDF Capital acquired a convertible redeemable promissory note with an aggregate principal amount $27,000 due on September 30, 2016 which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at the lower of 65% discount of the lowest trading price for the 20 days prior to conversion date subject to various prescribed conditions.

On November 6, 2015, we entered into another securities purchase agreement with JDF Capital Inc.. Pursuant to the terms of the agreement, JDF Capital acquired a convertible promissory note with an aggregate face value of $12,000 due on November 6, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

Other Business Matters

Regardless of their date, the transactions described below are adjusted on a post reverse stock split basis. The adjustments included our first reverse share split approved by our board of directors on January 19, 2015 (on the basis of 20 old shares of common stock for one (1) new share of common stock), and our second reverse stock split, approved by our board of directors on July 13, 2015 (on the basis of 200 old shares of common stock for one (1) new share of common stock).

On October 24, 2012, we entered into a share exchange agreement dated October 18, 2012, with Alexander Walsh, our president and director. Pursuant to the agreement, on October 25, 2012 we issued to Mr. Walsh 5,000 Series A Convertible Preferred shares in our capital stock in consideration of the cancellation and return to treasury of 5,000 shares of our common stock held by Mr. Walsh. The Series A Convertible Preferred Shares have a par value of $0.001 per share and are convertible on a one for one basis into shares of our common stock after a one year hold period. There are no other preferential rights attached to the Series A Convertible Preferred Shares. Mr. Walsh established a series of a 10b5-1 Sales Plans in connection with an overall asset diversification strategy. Sales transactions occurring under Mr. Walsh’s 10b5-1 Plans were disclosed publicly through Form 4 filings with the SEC and are subject to the restrictions and filing requirements of Rule 144.

On July 25, 2013, we entered into a consulting agreement with Advanced Capital Trading, LLC, pursuant to which Advanced Capital performed financial consulting services for our company for a period of three months with an extension of an additional three months based on performance, such services commenced effective August 1, 2013. Compensation payable to Advanced Capital of $10,000 was paid upon execution of the consulting agreement.

Effective January 1, 2014, we entered into a consulting agreement for a term of 12 months with International Compass, LLC for the services of Bryan Kleinlein as chief financial officer of our company. As compensation, we agreed to pay to International Compass $12,000 per month during the term of the agreement payable in cash and/or common shares of our company that were previously registered on Form S-8 at our sole discretion. The value of the shares of our company issued as compensation, if any, shall be based on the volume weighted average trading closing price of the shares of our company in the five (5) trading days immediately preceding the date(s) which the shares are due. Mr. Kleinlein was first appointed as our chief financial officer on May 15, 2012. Effective October 22, 2014, we entered into an amending agreement with International Compass. Pursuant to this amending agreement, the term of the agreement dated January 1, 2014 with International Compass was reduced from 12 months to 10 months. As consideration to International Compass for agreeing to enter into the amending agreement, we agreed to pay Mr. Kleinlein an aggregate of $30,000, payable in our S-8 shares with a deemed price per share equal to the volume weighted average trading close price of the shares in the five trading days immediately preceding the amending agreement. As a result, we issued Mr. Kleinlein an aggregate of 1,908 S-8 shares on October 22, 2014 Mr. Kleinlein resigned as our chief financial officer as of November 1, 2014.

Effective January 12, 2014, we entered into an employment agreement with Alexander Walsh for provision of services as our president and chief executive officer. The employment agreement will terminate on January 12, 2016. Pursuant to the terms of the employment agreement, Mr. Walsh will receive an annual salary of $120,000 payable in monthly cash installments or, in the event cash is unavailable, in shares of our company’s common stock. The employment agreement also provides for liability insurance and any travel and out-of-pocket expenses incurred and approved by our company.

Effective May 30, 2014, we entered into a consulting agreement with Robert Gomer. Pursuant to this agreement, Mr. Gomer is to assist us with the current business of testing ultrasonic generator technology and performing services customary expected of a consultant for a term of six months. In exchange for these services that are to be provided to us, we agreed to issue an aggregate of $10,000 per month, payable in two sums of $30,000 and in our S-8 shares with a deemed price per share equal to the volume weighted average trading close price of the shares in the five trading days immediately preceding the amending agreement. As a result, we issued Mr. Gomer an aggregate of 292 S-8 shares on September 1, 2014. The agreement expired and was not subsequently renewed.

Effective August 1, 2014, we entered into a consultant agreement with TEN Associates LLC. Pursuant to this agreement, TEN Associates is to provide advice relative to corporate and business services and to perform other related activities as directed by us. In exchange for these services that are to be provided to us, we agreed to issue 500 common shares of our company to TEN Associates.

Our company was made aware that a shareholder, who is also a director and officer of our company, had sold an aggregate amount of shares that would cause the shareholder to be required to pay our company with respect to a short swing profit. Our company informed the shareholder that the shareholder was liable to our company for an aggregate short swing profit of $80,523.58 under Section 16(b) of the Securities Exchange Act of 1934, as amended, for the profit realized from transactions in our company’s common stock. Our company and the shareholder entered into a settlement agreement dated December 31, 2014 wherein, in exchange for the forbearance of legal action by our company pursuant to Section 16(b) of the Act, the shareholder agreed to disgorge the short swing profit to our company as of the effective date of the short swing settlement agreement. Payment of the short swing profit from the shareholder was received by our company on December 31, 2014.

On December 15, 2010, Alexander Walsh, a director and officer of our company, entered into an assignment of debt agreement with Nanuk Warman, which was also acknowledged by our company, whereby the debt of $47,537 advanced by Mr. Warman to our company and outstanding as of December 6, 2010, was assigned to Mr. Walsh.

On December 23, 2014, Mr. Walsh made demand for repayment of the debt by our company. In connection with the assignment of debt agreement and the demand, Mr. Walsh and our company entered into a settlement agreement dated December 23, 2014 wherein our company is to repay the debt to Mr. Walsh in full. Our company also agreed to pay an aggregate of $150,000 to Mr. Walsh as a performance bonus for the services provided by Mr. Walsh for the period from August 2013 to March 2014 as related to the acquisition of Tero Oilfield Services Ltd. due on the following terms:

1.	an aggregate of $50,000 due immediately; and

2.	an aggregate of $100,000 bearing no interest and due on the earlier of:

	a.	at the sole discretion of our company; or

	b.	the date of the sale, merger, amalgamation or other business combination or reorganization of our company.

Competition

The mineral exploration industry is highly competitive. We are a new exploration-stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:

keeping our costs low;
relying on the strength of our management’s contacts; and
using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

Intellectual Property

We have the trademark “Lithium Exploration Group” for the use of mining exploration, namely, lithium exploration services, in class 42 (U.S. CLS. 100 and 101). The registration number is 4,075,565 and was registered on December 20, 2011. We do not have any other intellectual property

Government Regulation

Any operations at our Lithium properties will be subject to various federal and state laws and regulations in Canada which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or to our lithium properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in Canada.

Environmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Employees

We currently employ two individuals: Alexander Walsh as chief executive officer, and Shanon Chilson as an administrative assistant and controller. Outside consultants have been engaged for administrative duties and industry specialties.

Research and Development

We have not spent any amounts which have been classified as research and development activities in our financial statements during the last two fiscal years.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to exit the exploration phase of our company and reach development and revenue. We do not have enough cash on hand to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

Subsidiaries

We have one wholly-owned subsidiary, Alta Disposal Ltd., a company incorporated in the province of Alberta, Canada on July 8, 2011. This subsidiary was formed to stake MAIM (Metallic and Industrial Mineral) rights in Alberta directly from the government. Alta Disposal Ltd. presently holds approximately 550,000 acres of MAIM rights in Alberta that were staked between July and December of 2011.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Item 1A. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward-looking statements.” Such forward-looking statements include any projections and estimates made by us and by our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements.”

Risks Related to Our Business

We have a limited operating history and as a result there is no assurance we can operate on a profitable basis.

We have a limited operating history. Our company's operations will be subject to all the uncertainties arising from the absence of a significant operating history. Potential investors should be aware of the difficulties normally encountered by resource exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of our properties may not result in the discovery of reserves. Problems such as unusual or unexpected formations of rock or land and other conditions are involved in resource exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial reserves, we may decide to abandon our claims and acquire new claims for new exploration or cease operations. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. There can be no assurance that we will be able to operate on a profitable basis.

If we do not obtain additional financing, our business will fail and our investors could lose their investment.

We had cash in the amount of $64,099 and working capital deficiency (current liabilities exceeding current assets) of $436,680 as of the year ended June 30, 2015. We currently do not generate much revenue from our operations. Any direct acquisition of a claim under lease or option is subject to our ability to obtain the financing necessary for us to fund and carry out exploration programs on potential properties. The requirements are substantial. Obtaining additional financing would be subject to a number of factors, including market prices for resources, investor acceptance of our properties and investor sentiment. These factors may negatively affect the timing, amount, terms or conditions of any additional financing available to us. The most likely source of future funds presently available to us is through the sale of equity capital and loans. Any sale of share capital will result in dilution to existing shareholders.

Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

We are in the very early exploration stage and cannot guarantee that our exploration work will be successful, or that any minerals will be found, or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky. Substantial investment will be required to move our company toward the production of minerals. This may require bringing in a partner to make the necessary investment, but there are no plans at this time for any form of partnership or merger. We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

We have no known mineral reserves and we may not find any lithium and, even if we find lithium, it may not be in economic quantities. If we fail to find any lithium or if we are unable to find lithium in economic quantities, we will have to suspend operations.

We have no known mineral reserves. Additionally, even if we find lithium in sufficient quantity to warrant recovery, it ultimately may not be recoverable. Finally, even if any lithium is recoverable, we do not know that this can be done at a profit. Failure to locate lithium in economically recoverable quantities will cause us to suspend operations.

Supplies needed for exploration may not always be available. If we are unable to secure exploration supplies we may have to delay our anticipated business operations.

Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.

The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in lithium pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of mineral resources and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuation of our operations.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The business of mineral exploration and development is subject to substantial regulation under various countries’ laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of mineral resources and related products and other matters. Amendments to current laws and regulations governing operations and activities of mineral exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties and the mineral exploration industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions, which may adversely affect our exploration and development activities.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Our success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as resource exploration. These individuals are in high demand and we may not be able to attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.

Our independent certified public accounting firm, in their report on the audited financial statements for the year ended June 30, 2015, states that there is a substantial doubt that we will be able to continue as a going concern.

As of June 30, 2015, we have experienced significant losses since inception. Failure to arrange adequate financing on acceptable terms and to achieve profitability would have an adverse effect on our financial position, results of operations, cash flows and prospects. Accordingly, there is substantial doubt that we will be able to continue as a going concern.

Risks Relating to the Industry in General

Planned exploration, and if warranted, development and mining activities involve a high degree of risk.

We cannot assure you of the success of our planned operations. Exploration costs are not fixed, and resources cannot be reliably identified until substantial development has taken place, which entails high exploration and development costs. The costs of mining, processing, development and exploitation activities are subject to numerous variables, which could result in substantial cost overruns. Mining for base or precious metals may involve unprofitable efforts, not only from dry properties, but from properties that are productive but do not produce sufficient net revenues to return a profit after accounting for mining, operating and other costs.

Our operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond our control, including economic conditions, mechanical problems, title problems, weather conditions, compliance with governmental requirements and shortages or delays of equipment and services.

We do not insure against all risks associated with our business because insurance is either unavailable or its cost of coverage is prohibitive. The occurrence of an event that is not covered by insurance could have a material adverse effect on our financial condition.

The impact of government regulation could adversely affect our business.

Our business is subject to applicable domestic and foreign laws and regulations, including laws and regulations on taxation, exploration, and environmental and safety matters. Many laws and regulations govern the spacing of mines, rates of production, prevention of waste and other matters. These laws and regulations may increase the costs and timing of planning, designing, drilling, installing, operating and abandoning our mines and other facilities. In addition, our operations are subject to complex environmental laws and regulations adopted by domestic and foreign jurisdictions where we operate. We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil or water, including responsibility for remedial costs.

The submission and approval of environmental impact assessments may be required.

Environmental legislation is evolving in a manner which means stricter standards; enforcement, fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Because the requirements imposed by these laws and regulations frequently change, we cannot assure you that laws and regulations enacted in the future, including changes to existing laws and regulations, will not adversely affect our business.

Decline in mineral prices may make it commercially infeasible for us to develop our property and may cause our stock price to decline.

The value and price of your investment in our common shares, our financial results, and our exploration, development and mining activities may be significantly adversely affected by declines in the price of minerals and other precious metals. Mineral prices fluctuate widely and are affected by numerous factors beyond our control, such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral-producing countries throughout the world. The price of minerals fluctuates in response to many factors, which are beyond anyone’s prediction abilities. The prices used in making the estimates in our plans differ from daily prices quoted in the news media. Because mining occurs over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons. Such reasons include a belief that the low price is temporary, and/or the expense incurred is greater when permanently closing a mine.

We may not have access to all of the supplies and materials we need to begin exploration, which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies such as dynamite as well as certain equipment like bulldozers and excavators that we might need to conduct exploration. If we cannot obtain the necessary supplies, we will have to suspend our exploration plans until we do obtain such supplies.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like NYSE or Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the penny stock rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Properties

We currently lease an office totaling approximately 1,400 square feet located at 3800 North Central Avenue, No. 820, Phoenix, AZ 85012 for $2,904.42 a month. The lease expires May 31, 2016. We also currently rent an office at a business center at 840 6th Avenue SW, Suite 300, Calgary, AB T2P 3E5 for $998 a month on a month to month basis. Our telephone number in Scottsdale is (480) 641-4790. Our telephone number in Calgary is (403) 930-1925.

Item 3. Legal Proceedings

Other than as set out below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Pursuant to the sales agency agreement we were appointed as sales agent for the patented mechanical ultrasound technology within Canada. Our appointment is exclusive within the field of non petro-chemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we agreed to issue to GD Glottech International 500 (adjusted for subsequent reverse stock splits) common shares of our capital stock, which obligation has been satisfied through the transfer to GD Glottech International of 500 (adjusted for subsequent reverse stock splits) shares held by our officer and director, Alexander Walsh. It was the explicit intention of the parties that this share transfer fulfills the prior obligations of Alexander Walsh and our company with respect to the option contemplated in the March and November 2011 agreements with Glottech-USA. We will receive a royalty in respect of sales of the technology secured by us. The term of the initial agreement will be for 5 years with the possibility of extension if sales targets are achieved.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is quoted on the OTC Bulletin Board under the Symbol "LEXG".

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board
Quarter Ended	High*	Low*
September 30, 2015	$0.15	$0.00
June 30, 2015	$0.0095	$0.0003
March 31, 2015	$0.045	$0.0006
December 30, 2014	$0.0079	$0.0005
September 30, 2014	$0.0499	$0.0055
June 30, 2014	$0.762	$0.04
March 31, 2014	$0.192	$0.032
December 31, 2013	$0.1245	$0.0326
September 30, 2013	$0.26	$0.0901
June 30, 2013	$0.2275	$0.12

Prices reflect actual prices as quoted on the OTC Bulletin Board and are not adjusted retroactively for our 20 for 1 and 200 for 1 reverse stock splits which became effective on February 25, 2015 and September 30, 2015, respectively. Prices quoted for the quarters ended prior to March 31, 2015 do not reflect our 20 old for 1 new common share reverse stock split which became effective on February 25, 2015. Prices quoted for the quarters ended prior to September 30, 2015 do not reflect our 200 old for 1 new common share reverse stock split which became effective on September 30, 2015

Our common shares are issued in registered form. VStock Transfer, 77 Spruce St, Suite 201, Cedarhurst, New York 11516 (Telephone: (212)-828-8436; Facsimile: (646) 536-3179) is the registrar and transfer agent for our common shares.

On November 12, 2015, the list of stockholders for our shares of common stock showed 16 registered stockholders and 11,669,869 shares of common stock outstanding.

Dividends

We have not declared any dividends on our common stock since the inception of our company on March 8, 2006. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Equity Compensation Plan Information

As of June 30, 2015, we have not adopted an equity compensation plan under which our common stock is authorized for issuance.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended June 30, 2015.

Recent Sales of Unregistered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2015 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended June 30, 2015.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended June 30, 2015 and June 30, 2014 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 31 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operation

Capital Expenditures

We do not intend to invest in capital expenditures during the twelve-month period ending June 30, 2016.

General and Administrative Expenses

We expect that we will require $650,000 during the twelve-month period ending June 30, 2016 on general and administrative expenses including legal and auditing fees, rent, office equipment, consulting fees, salaries, and other administrative related expenses.

Product Research and Development

We do not anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending June 30, 2016.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending June 30, 2016.

Results of Operations for the Years Ended June 30, 2015 and 2014

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, 2015 and 2014.

Our operating results for the years ended June 30, 2015 and 2014 are summarized as follows:

		Year Ended
		June 30,
		2015			2014

Revenue	$	-		$	-
Operating Expenses	$	1,853,632		$	1,873,519
Interest Expense	$	3,301,291		$	5,320,995
Other recovery	$	93,944			-
Gain on change in the fair value of derivative liability	$	3,710,345		$	2,650,532
Fair value of warrants issued	$	(873,471	)	$	(3,193,462	)
Gain on change in the fair value of convertible preferred stock	$	-		$	331,127
Loss on sale of investment held for sale		(488	)		-
Equity in income of unconsolidated affiliate	$	104		$	18,053
Net Loss	$	(2,657,243	)	$	(7,701,164	)

Revenues

We have not earned revenues since our inception.

Operating Expenses

Our operating expenses for the years ended June 30, 2015 and June 30, 2014 are outlined in the table below:

		Year Ended
		June 30,
		2015		2014

Mining expenses	$	37,033	$	67,653
Selling, general and administrative	$	1,192,170	$	1,770,813
Impairment loss	$	624,429	$	383,238
Total operating expenses	$	1,853,632	$	1,873,519

The nominal decrease of $19,887 in operating expenses for the year ended June 30, 2015, compared to the same period in fiscal 2014, was mainly due to to a decrease in mining and administrative expenses, offset by an increase in impairment loss.

Liquidity and Financial Condition

Working Capital

		As at			As at
		June 30,			June 30,
		2015			2014
Total current assets	$	115,021		$	138,013
Total current liabilities	$	551,701		$	3,417,902
Working capital (deficit)	$	(436,680	)	$	(3,279,889	)

As of June 30, 2015, our total current assets were $115,021, our total current liabilities were $551,701 and we had a working capital deficit of $436,680 (June 30, 2014 - $3,279,889). Our financial statements report a net loss of $2,657,243 for the year ended June 30, 2015 and an accumulated deficit of $43,267,064 for the period from May 31, 2006 (date of inception) to June 30, 2015 (June 30, 2014 - $40,821,871).

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.

Cash Flows

		At			At
		June 30,			June 30,
		2015			2014
Net Cash (Used in) Operations	$	(1,178,426	)	$	(1,575,433	)
Net Cash Provided by (Used In) Investing Activities	$	299,940		$	(1,038,217	)
Net Cash Provided by Financing Activities	$	908,668		$	2,450,000
Cash (decrease) increase during the year	$	6,467		$	(190,992	)

We had cash and cash equivalents in the amount of $64,099 as of June 30, 2015 as compared to $57,632 as of June 30, 2014. We had a working capital deficit of $436,680 as of June 30, 2015 compared to working capital deficit of $3,279,889 as of June 30, 2014.

Our principal sources of funds have been from sales of our common stock and the issuance of convertible debentures.

Anticipated Cash Requirements

We estimate that our expenses over the next 12 months will be approximately $1,550,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Description	Estimated		Estimated
	Completion		Expenses
	Date		($)
General and administrative	12 months	$	300,000
Mining expenses (mainly technology related)	12 months	$	150,000
Legal and accounting	12 months	$	200,000
Total		$	650,000

We intend to meet our cash requirements for the next 12 months through the use of the cash we have on hand and through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any other arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Contractual Obligations

As a “smaller reporting company,” we are not required to provide tabular disclosure obligations.

Going Concern

The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Principal of Consolidation

The consolidated financial statements include the accounts of our company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of our company. Significant estimates that may materially change in the near term include the valuation of derivative liabilities and the underlying warrants, as well as fair value of investments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $64,099 and $57,632 in cash and cash equivalents at June 30, 2015 and 2014, respectively.

Concentration of Risk

The Company maintains cash balances at a financial institution which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for banks located in the US. As of June 30, 2015 and 2014, the Company had $Nil and $Nil, respectively, in deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid Expenses

Prepaid expenses consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

Start-Up Costs

In accordance with FASC 720-15-20 “Start-Up Costs,” our company expenses all costs incurred in connection with the start-up and organization of our company.

Mineral Acquisition and Exploration Costs

Our company has been in the exploration stage since its formation on May 31, 2006 and has not yet realized any revenue from our planned operations. We are primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

Our company’s financial instruments that are exposed to concentrations of credit risk primarily consist of our cash and cash equivalents and related party payables we will likely incur in the near future. Our company places our cash and cash equivalents with financial institutions of high credit worthiness. At times, our cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. Our company’s management plans to assess the financial strength and credit worthiness of any parties to which we extend funds, and as such, we believe that any associated credit risk exposures are limited.

Net Income or (Loss) per Share of Common Stock

Our company has adopted FASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the period.

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive.

Foreign Currency Translations

Our company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

No significant realized exchange gain or losses were recorded from as of June 30, 2014 and 2013.

Translation of Foreign Operations

The financial results and position of foreign operations whose functional currency is different from our company’s presentation currency are translated as follows:

- assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and
- income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are transferred directly to our company’s accumulated other comprehensive loss in the consolidated balance sheets. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

The relevant translation rates are as follows: For the year ended June 30, 2015 closing rate at 0.8017 CND$:US$, average rate at 0.8518 CND$: US$ and for year ended June 30, 2014 closing rate at 0.9367 CND$: US$ average rate at 0.9341 CND$: US$

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. As at June 30, 2015 and 2014, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

Our company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of our company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon our company vary greatly and are not predictable. Our company's policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Warrants

We value our warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. We revalue our warrants at the end of every period at fair value and record the difference in other income (expense) in the consolidated statement of operations.

Convertible Debentures and Convertible Promissory Notes

We value our convertible debentures and convertible promissory notes with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-480-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, our company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and ASC 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The carrying amounts of our company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, deposit, accounts payable and accrued liabilities, and due to a related party approximate their fair values because of the short maturity of these instruments.

Our company’s Level 3 financial liabilities consist of the derivative liability of our company’s secured convertible promissory notes and debentures issued to investors, and the derivative warrants issued in connection with these convertible promissory notes and debentures. There is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Our company used a lattice model which incorporates transaction details such as company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Revenue Recognition

Our company has generated little revenues to date. It is our company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Our company will defer any revenue for which the product/services was not delivered or is subject to refund until such time that our company and the customer jointly determine that the product/service has been delivered or no refund will be required.

Sales comprise the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of our company’s activities. Sales are presented, net of tax, rebates and discounts, and after eliminating intercompany sales. Our company recognizes revenue when the amount of revenue and related cost can be reliably measured and it is probable that the collectability of the related receivables is reasonably assured.

Receivables

Trade and other receivables are customer obligations due under normal trade terms and are recorded at face value less any provisions for uncollectible amounts considered necessary. The Company includes any balances that are determined to be uncollectible in its overall allowance for doubtful accounts. The Company recorded $18,984 (June 30, 2014 - $Nil) in allowance for doubtful accounts.

Investments in unconsolidated affiliates

Investments in affiliates that are not controlled by our company, but over which it has significant influence, are accounted for using the equity method. Our company’s share of net income from its unconsolidated affiliate is reflected in the Consolidated Statements of Operations and Comprehensive Loss as Equity in Income of Unconsolidated Affiliate.

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU were effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The adoption of ASU 2014-08 did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The adoption of ASU 2014-98 is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2015, The FASB has issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

LITHIUM EXPLORATION GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Lithium Exploration Group, Inc.

We have audited the accompanying consolidated balance sheets of Lithium Exploration Group, Inc. (the “Company”), as of June 30, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, deficit and cash flows for each of the two years in the period ended June 30, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to the above present fairly, in all material respects, the consolidated financial position of Lithium Exploration Group, Inc. as of June 30, 2015 and 2014, and the consolidated results of operations, deficit and cash flows for each of the two years in the period ended June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 8 to the accompanying consolidated financial statements, the Company and has not commenced its planned principal operations, has suffered recurring losses since inception and is experiencing difficulty in generating sufficient cash flow to sustain its operations without securing additional financing, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP

New York, New York
December 3, 2015

Lithium Exploration Group, Inc.
Consolidated Balance Sheets

		June 30,			June 30,
		2015			2014

ASSETS

Current
Cash and cash equivalents	$	64,099		$	57,632
Other receivable		13,421			-
Loan receivable		20,000			20,000
Prepaid expenses		2,788			19,398
Current assets held for sale (Note 12)		14,713			40,983
Total current assets		115,021			138,013

Investment Held for Sale (Note 11)		-			924,753

Total Assets	$	115,021		$	1,062,766

LIABILITIES AND DEFICIT

Current
Accounts payable and accrued liabilities (Note 9)	$	65,962		$	13,725
Derivative liability – convertible promissory notes (Note 6)		3,134			2,832,989
Due to related party (Note 7 and 9)		115,000			45,332
Convertible promissory notes
(net of discount of $1,044,031 and $2,797,850) (Note 6)		300,887			450,057
Accrued interest – convertible promissory notes (Note 6)		60,022			75,004
Current liabilities held for sale (Note 12)		6,696			795

Total Current Liabilities		551,701			3,417,902

Commitments and contingencies

DEFICIT
Lithium Explorations Group, Inc. Stockholders’ Deficit
Capital stock (Note 3)
Authorized: 100,000,000 preferred shares, $0.001 par value 2,000,000,000 (June 30, 2014 – 500,000,000) common shares, $0.001 par value Issued and outstanding: Nil preferred shares (June 30, 2014 – Nil)		-			-
7,574,353 common shares (June 30, 2014 – 47,990)		7,575			48
Additional paid-in capital		43,165,743			38,573,856
Accumulated other comprehensive loss		(29,484	)		(5,769	)
Accumulated deficit		(43,267,064	)		(40,821,871	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(123,230	)		(2,253,736	)
Non-controlling interest		(313,450	)		(101,400	)
Total Deficit		(436,680	)		(2,355,136	)

Total Liabilities and Stockholders’ Deficit	$	115,021		$	1,062,766

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

Consolidated Statements of Operations And Comprehensive Loss

		June 30, 2015			June 30, 2014

Revenue	$	-		$	-

Operating Expenses:
Mining (Notes 3 & 5)		37,033			67,653
Selling, general and administrative (Notes 3 & 5)		1,192,170			1,422,628
Impairment loss		624,429			383,238
Total operating expenses		1,853,632			1,873,519

Loss from operations		(1,853,632	)		(1,873,519	)


Other income (expenses)
Interest expense (Note 6)		(3,301,291	)		(5,320,995	)
Other recovery (Note 7)		93,944			-
Gain (loss) on change in the fair value of derivative liability (Note 6)		3,710,345			2,650,532
Fair value of warrants issued		(873,471	)		(3,193,462	)
Gain on change in fair value of convertible preferred stock		-			331,127
Loss on sale of investment held for sale (Note 11)		(488	)
Equity in income of investment held for sale		104			18,053

Loss before income taxes		(2,224,489	)		(7,388,264	)

Provision for Income Taxes (Note 4)		-			-

Loss from continuing operations		(2,224,489	)		(7,388,264	)

Loss from discontinued operations (Note 12)		(372,576	)		(312,900	)
Impairment loss on discontinued operations (Note 12)		(60,178	)		-

Loss before income taxes		(432,754	)		(312,900	)

Provision for Income Taxes (Note 4)		-			-

Loss on discontinued operations		(432,754	)		(312,900	)

Net loss		(2,657,243	)		(7,701,164	)

Less: Net loss attributable to the non-controlling interest		(212,050	)		(336,533	)

Net loss attributable to Lithium Exploration Group, Inc. Common shareholders		(2,445,193	)		(7,364,631	)

Basic and Diluted Loss per Common Share	$	(2.34	)	$	(260.70	)

Basic and Diluted Weighted Average Number of Common Shares Outstanding		1,045,061			28,249

Comprehensive loss:
Net loss		(2,657,243	)		(7,701,164	)
Foreign currency translation adjustment		(23,715	)		(12,187	)
Comprehensive loss		(2,680,958	)		(7,713,351	)
Comprehensive loss attributable to non-controlling interest		(212,050	)		(336,533	)
Comprehensive loss attributable to Lithium Exploration Group, Inc.		(2,468,908	)		(7,376,818	)

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

	Preferred Shares					Common Shares						Accumulated
										Additional		Other						Non-			Stockholders’
	Number of					Number of				Paid-in		Comprehensive			Accumulated			controlling			Equity
	Shares			Amount		Shares		Amount		Capital		Loss			Deficit			interest			(Deficit)

Balance – June 30, 2013	20,000,000		$	20,000		13,721	$	14	$	31,971,372	$	-		$	(33,457,240	)	$	-		$	(1,465,854	)

Preferred shares issued for debt settlement	1,134,500			1,135		-		-		-		-			-			-			1,135

Common shares issued for consulting fees	-			-		799		1		252,166		-			-			-			252,167

Common shares issued for debt conversion	-			-		11,259		11		2,092,401		-			-			-			2,092,412

Common shares issued for exercise of warrants	-			-		2,300		2		598,314		-			-			-			598,316

Common shares issued for preferred shares converted	(21,134,500	)		(21,135	)	19,911		20		3,659,603		-			-			-			3,638,488

Non-controlling interest	-			-		-		-		-		6,418			-			235,133			241,551

Foreign exchange translation	-			-		-		-		-		(12,187	)		-			-			(12,187	)

Net loss for the year	-			-		-		-		-		-			(7,364,631	)		(336,533	)		(7,701,164	)

Balance – June 30, 2014	-			-		47,990		48		38,573,856		(5,769	)		(40,821,871	)		(101,400	)		(2,355,136	)

Common shares issued for consulting fees	-			-		2,594		3		118,987		-			-			-			118,990

Common shares issued for investor relations	-			-		500		1		67,999		-			-			-			68,000

Common shares issued for debt conversion	-			-		7,421,245		7,421		3,636,984		-			-			-			3,644,405

Common shares issued to depository trust	-			-		20		-		38		-			-			-			38

Common shares issued for exercise of warrants	-			-		102,004		102		767,879		-			-			-			767,981

Foreign exchange translation	-			-		-		-		-		(23,715	)		-			-			(23,715	)

Net loss for the year	-			-		-		-		-		-			(2,445,193	)		(212,050	)		(2,657,243	)

Balance – June 30, 2015	-		$	-		7,574,353	$	7,575	$	43,165,743	$	(29,484	)	$	(43,267,064	)	$	(313,450	)	$	(436,680	)

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

Consolidated Statements of Cash Flows

		Year Ended			Year Ended
		June 30,			June 30,
		2015			2014

Cash Flows from Operating Activities
Net loss from continuing operations	$	(2,224,489	)	$	(7,388,264	)
Loss from discontinued operations		(432,754	)		(312,900	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income of investment held for sale		(104	)		(18,053	)
Loss on sale of unconsolidated affiliate		488			-
Common shares issued for investor relations		68,000			-
Common shares issued for consulting fees		118,990			252,167
Goodwill impairment		-			383,238
Investment impairment		624,429			-
Common shares issued for interest expenses		259,139			24,967
Interest expense		3,057,135			5,207,155
(Gain) loss on change in the fair value of derivative liability		(3,710,345	)		(2,650,532	)
Gain on change in fair value of convertible preferred stock		-			(331,127	)
Fair value of warrants issued		873,471			3,193,462

Changes in operating assets and liabilities:
Receivable, net		(13,421	)		-
Other assets		-			6,268
Loan receivable		-			(20,000	)
Prepaid expenses		16,610			24,624
Accrued interest		(14,982	)		74,066
Accrued expenses – related party		115,000			-
Accounts payable and accrued liabilities		52,237			10,797
Net cash used in operating activities from continuing operations		(1,210,596	)		(1,544,132	)
Net cash provided by (used in) operating activities from discontinued operations		32,170			(31,301	)
Net cash used in operating activities		(1,178,426	)		(1,575,433	)

Cash Flows from Investing Activities
Investment		-			(906,700	)
Proceed from disposal of investment		299,940
Deposit applied for acquisition of subsidiary		-			(141,687	)
Deposit		-			10,170
Net cash provided by (used in) investing activities from continuing operations		299,940			(1,038,217	)
Net cash provided by investing activities from discontinued operations		-			-
Net cash provided by (used in) investing activities		299,940			(1,038,217	)

Cash Flows from Financing Activities
Repayment to related party		(45,332	)		-
Repayment of convertible promissory note		-			(68,000	)
Proceed from issuance of convertible promissory notes		954,000			2,518,000
Net cash provided by financing activities from continuing operations		908,668			2,450,000
Net cash provided by financing activities from discontinued operations		-			-
Net cash provided by financing activities		908,668			2,450,000

Effect of foreign exchange		(23,715	)		(27,342	)

Increase (decrease) in cash and cash equivalents		6,467			(190,992	)
Cash and cash equivalents - beginning of period		57,632			248,624
Cash and cash equivalents - end of period	$	64,099		$	57,632

Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,698		$	29,675
Income taxes	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

Consolidated Statements of Cash Flows

Supplementary non- cash Investing and Financing Activities:
Non-cash investing and financing activities:
Common stock issued for debt conversion	$	3,385,302	$	4,111,447
Common stock issued for preferred stock conversion	$	-	$	20,000
Deposit applied to acquisition of subsidiary	$	-	$	10,170
Transfer of beneficial conversion feature to fair value of note	$	518,808	$	2,146,510
Common stock issued on cashless exercise of warrants	$	767,982	$	598,316

Assets and liabilities acquired in acquisition of subsidiary:
Asset acquired	$	-	$	305,922
Less: Liabilities acquired	$	-	$	825
Net Asset acquired	$	-	$	305,097
Less: Non-controlling interest	$	-	$	235,133
Less: Fair value of consideration paid	$	-	$	453,204
Goodwill	$	-	$	383,238

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

1. Organization

Lithium Exploration Group, Inc. (formerly Mariposa Resources, Ltd.) (the “Company”) was incorporated on May 31, 2006 in the State of Nevada, U.S.A. It is based in Phoenix, Arizona, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

Effective November 30, 2010, the Company changed its name to “Lithium Exploration Group, Inc.,” by way of a merger with its wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

A wholly owned subsidiary, 1617437 Alberta Ltd. was incorporated in the province of Alberta, Canada on July 8, 2011. Effective October 2, 2013, the subsidiary changed its name to Alta Disposal Ltd.

On October 18, 2013, the Company acquired 51% interest in Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.).

On March 1, 2014, the Company through its 100% subsidiary Alta Disposal Ltd. acquired 50% interest in Tero Oilfield Services Ltd. (the “Tero”) On May 1, 2015, the Company entered into a Share Purchase Agreement with an individual and disposed its 50% interest in Tero.

The Company is engaged principally in the acquisition, exploration, and development of resource properties. Prior to June 25, 2009, the Company had the right to conduct exploration work on 20 mineral mining claims in Esmeralda County, Nevada, U.S.A. On July 31, 2009, the Company acquired an option to enter into a joint venture for the management and ownership of the Jack Creek Project, a mining project located in Elko County, Nevada. On September 25, 2009, the joint venture was terminated and the Company entered into an agreement with Beeston Enterprises Ltd., under which the Company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District of British Columbia, Canada. On December 16, 2010, the Company entered into an Assignment Agreement to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada (see Note 5). On November 8, 2011, the Company entered into a letter agreement with Glottech-USA. Pursuant to the terms of the agreement, the Company was granted an exclusive license to use and distribute the technology within the Swan Hills region of Alberta as well as a non-exclusive right to distribute the technology within Canada. The Company also operates in the waste water disposal industry through its subsidiary Alta Disposal Morinville Ltd. Subsequent to the year ended June 30, 2015, the Company sold its 51% interest in Alta Disposal Morinville Ltd.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

2. Significant Accounting Policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Principal of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Significant estimates that may materially change in the near term include the valuation of derivative liabilities and the underlying warrants, as well as fair value of investments.

Cash and Cash Equivalents

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

2. Significant Accounting Policies - Continued

Concentration of Risk

Prepaid expenses

Prepaid expenses consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

Start-Up Costs

In accordance with FASC 720-15-20 “Start-Up Costs,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on May 31, 2006. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Income or (Loss) per Share of Common Stock

The Company has adopted FASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

2. Significant Accounting Policies - Continued

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

No significant realized exchange gain or losses were recorded as June 30, 2015 and 2014.

Translation of Foreign Operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows: - assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and - income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated balance sheets. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. As at June 30, 2015 and 2014, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

2. Significant Accounting Policies - Continued

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company's policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Warrants

The Company value its warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. The Company revalue its warrants at the end of every period at fair value and record the difference in other income (expense) in the consolidated statements of operations.

Convertible Debentures and Convertible Promissory Notes

The Company value its convertible debentures and convertible promissory notes with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-480-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, the Company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and ASC 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

2. Significant Accounting Policies - Continued

Fair Value of Financial Instruments

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, deposit, accounts payable and accrued liabilities, and due to a related party approximate their fair values because of the short maturity of these instruments.

The Company’s Level 3 financial liabilities consist of the liability of the Company’s secured convertible promissory notes and debentures issued to investors, and the derivative warrants issued in connection with these convertible promissory notes and debentures. There is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company used a fair value model which incorporates transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Revenue Recognition

The Company has generated little revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product/services was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product/service has been delivered or no refund will be required.

Sales comprise the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Company’s activities. Sales are presented, net of tax, rebates and discounts, and after eliminating intercompany sales. The Company recognizes revenue when the amount of revenue and related cost can be reliably measured and it is probable that the collectability of the related receivables is reasonably assured.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

2. Significant Accounting Policies - Continued

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 740-20-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

Receivables

Investment in Unconsolidated Affiliate

Investments in affiliates that are not controlled by the Company, but over which it has significant influence, are accounted for using the equity method. The Company’s share of net income from its unconsolidated affiliate is reflected in the Consolidated Statements of Operations and Comprehensive Loss as Equity in Income of Unconsolidated Affiliate.

Recent Accounting Pronouncements

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock

On January 19, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 20 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective February 25, 2015.

On July 13, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 200 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective September 30, 2015. The Company’s authorized capital will not be affected by the reverse stock split. The split is reflected retrospectively in the accompanying financial statements.

Authorized Stock

At inception, the Company authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On April 8, 2009, the Company increased the number of authorized shares to 600,000,000 shares, of which 500,000,000 shares are designated as common stock par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.

On October 25, 2012, the Company designated 20,000,000 Series A convertible preferred stock with a par value of $0.001 per share and stated value of $100 per share. The designated preferred stock is convertible at the option of the holder, at any time beginning one year from the date such shares are issued, into common stock of the Company with a par value of $0.001. All shares of common stock of the Company, shall be of junior rank to all series A preferred stock in respect to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company. All other shares of preferred stock shall be of junior rank to all series A preferred shares in respect to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

On January 3, 2014, the Company designated 2,000,000 series B convertible preferred stock with a par value $0.001 per share, issuable only in consideration of the extinguishment of existing debt convertible in to the Company’s common stock with a par value of $0.001. The designated preferred stock shall be issued on the basis of 1 preferred stock for each $1 of convertible debt. The series B convertible preferred stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

On October 17, 2014, the Company amended its Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of its common shares from 500,000,000 common shares, par value $0.001 to 2,000,000,000 common shares, par value $0.001. The Company's authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

Effective September 9, 2015, the Company increase the authorized capital of its common shares from 2,000,000,000 common shares, par value $0.001 to 10,000,000,000 common shares, par value $0.001.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Effective June 22, 2015, the Company designated 50,000,000 of its 100,000,000 authorized shares of preferred stock as series A preferred stock. The series A preferred stock, par value $0.001, will rank senior to the Company’s common stock, carrying general voting rights with the common stock at the rate of 62 votes per share. The series A preferred stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of series A preferred stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of series A preferred stock will be required for any change to the Company’s Articles of Incorporation.

Share Issuances

Common Stock Issuance

For the year ended June 30, 2015:

On July 1, 2014, the Company issued 50 common shares at a market price of $180.40 per share for consulting fees.

On July 4, 2014, the Company issued 135 common shares at a market price of $221.60 per share for consulting fees.

On July 9, 2014, the Company issued 2,428 common shares at a deemed price of $48.57 per share for warrants exercise of $117,962 (Note 6).

On July 16, 2014, the Company issued 450 common shares at a deemed price of $74.00 per share for promissory note and interest conversion of $46,769 (Note 6).

On July 30, 2014, the Company issued 4,528 common shares at a deemed price of $85.34 per share for warrants exercise of $386,433 (Note 6).

On August 1, 2014, the Company issued 266 common shares at a deemed price of $67.00 per share for promissory note and interest conversion of $25,000 (Note 6).

On August 1, 2014, the Company issued 61 common shares at a market price of $146.80 per share for consulting fees.

On August 5, 2014, the Company issued 5,161 common shares at a deemed price of $7.99 per share for warrants exercise of $41,244 (Note 6).

On August 8, 2014, the Company issued 2,226 common shares at a deemed price of $61.34 per share for warrants exercise of $136,555 (Note 6).

On August 12, 2014, the Company issued 800 common shares at a deemed price of $74.94 per share for warrants exercise of $59,953 (Note 6).

On August 28, 2014, the Company issued 2,598 common shares at a deemed price of $40.80 per share for promissory note and interest conversion of $205,984 (Note 6).

On September 1, 2014, the Company issued 88 common shares at a market price of $102.80 per share for consulting fees.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On September 1, 2014, the Company issued 292 common shares at a market price of $102.80 per share for consulting fees.

On September 3, 2014, the Company issued 750 common shares at a deemed price of $40.00 per share for promissory note and interest conversion of $42,135 (Note 6).

On September 3, 2014, the Company issued 125 common shares at a deemed price of $40.00 per share for promissory note and interest conversion of $9,717 (Note 6).

On September 4, 2014, the Company issued 227 common shares at a deemed price of $44.00 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 4, 2014, the Company issued 146 common shares at a deemed price of $15.92 per share for warrants exercise of $2,322 (Note 6).

On September 8, 2014, the Company issued 277 common shares at a deemed price of $38.00 per share for promissory note and interest conversion of $20,510 (Note 6).

On September 10, 2014, the Company issued 1,684 common shares at a deemed price of $22.20 per share for promissory note and interest conversion of $62,375 (Note 6).

On September 10, 2014, the Company issued 385 common shares at a deemed price of $26.00 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 11, 2014, the Company issued 652 common shares at a deemed price of $24.20 per share for promissory note and interest conversion of $30,777 (Note 6).

On September 11, 2014, the Company issued 1,400 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $39,712 (Note 6).

On September 11, 2014, the Company issued 413 common shares at a deemed price of $24.20 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 12, 2014, the Company issued 2,475 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $100,000 (Note 6).

On September 12, 2014, the Company issued 717 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $30,781(Note 6).

On September 15, 2014, the Company issued 1,396 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $54,804 (Note 6).

On September 15, 2014, the Company issued 479 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $20,529 (Note 6).

On September 15, 2014, the Company issued 2,737 common shares at a deemed price of $8.11 per share for warrants exercise of $22,207 (Note 6).

On September 16, 2014, the Company issued 953 common shares at a deemed price of $21.33 per share for promissory note and interest conversion of $40,447 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On September 17, 2014, the Company issued 354 common shares at a deemed price of $19.80 per share for promissory note and interest conversion of $14,000 (Note 6).

On September 23, 2014, the Company issued 369 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $9,311 (Note 6).

On September 23, 2014, the Company issued 962 common shares at a deemed price of $13.00 per share for promissory note and interest conversion of $25,000 (Note 6).

On September 23, 2014, the Company issued 455 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $7,692 (Note 6).

On September 23, 2014, the Company issued 2,500 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $55,000 (Note 6).

On September 24, 2014, the Company issued 2,273 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $48,585 (Note 6).

On September 29, 2014, the Company issued 1,512 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $37,050 (Note 6).

On September 29, 2014, the Company issued 1,250 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $31,500 (Note 6).

On October 1, 2014, the Company issued 60 common shares at a market price of $33.20 per share for consulting fees.

On October 2, 2014, the Company issued 1,136 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $24,292 (Note 6).

On October 3, 2014, the Company issued 2,500 common shares at a deemed price of $10.00 per share for promissory note and interest conversion of $38,462 (Note 6).

On October 6, 2014, the Company issued 2,500 common shares at a deemed price of $10.00 per share for promissory note and interest conversion of $38,462 (Note 6).

On October 7, 2014, the Company issued 2,750 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $37,231 (Note 6).

On October 9, 2014, the Company issued 1,667 common shares at a deemed price of $9.00 per share for promissory note and interest conversion of $30,000 (Note 6).

On October 13, 2014, the Company issued 3,409 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $46,154 (Note 6).

On October 13, 2014, the Company issued 2,670 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $45,669 (Note 6).

On October 16, 2014, the Company issued 1,829 common shares at a deemed price of $8.20 per share for promissory note and interest conversion of $30,000 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On October 20, 2014, the Company issued 2,778 common shares at a deemed price of $7.20 per share for promissory note and interest conversion of $38,867 (Note 6).

On October 21, 2014, the Company issued 2,500 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $29,150 (Note 6).

On October 21, 2014, the Company issued 5,000 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $44,615 (Note 6).

On October 22, 2014, the Company issued 1,908 common shares at a market price of $15.72 per share for consulting fees.

On October 22, 2014, the Company issued 4,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $38,694 (Note 6).

On October 22, 2014, the Company issued 500 common shares at a market price of $136.00 per share for investor relations fees.

On October 23, 2014, the Company issued 1,471 common shares at a deemed price of $6.80 per share for promissory note and interest conversion of $20,000 (Note 6).

On October 24, 2014, the Company issued 2,206 common shares at a deemed price of $6.80 per share for promissory note and interest conversion of $30,000 (Note 6).

On October 27, 2014, the Company issued 5,502 common shares at a deemed price of $6.20 per share for promissory note and interest conversion of $66,113 (Note 6).

On October 27, 2014, the Company issued 5,000 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $58,301 (Note 6).

On October 27, 2014, the Company issued 3,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $43,500 (Note 6).

On October 27, 2014, the Company issued 836 common shares at a deemed price of $6.40 per share for promissory note and interest conversion of $7,948 (Note 6).

On October 27, 2014, the Company issued 5,678 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $62,934 (Note 6).

On October 31, 2014, the Company issued 3,750 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $26,538 (Note 6).

On October 31, 2014, the Company issued 3,125 common shares at a deemed price of $4.80 per share for promissory note and interest conversion of $30,000 (Note 6).

On November 3, 2014, the Company issued 3,750 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $34,500 (Note 6).

On November 4, 2014, the Company issued 4,348 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $38,867 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On November 6, 2014, the Company issued 4,975 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $28,578 (Note 6).

On November 10, 2014, the Company issued 4,952 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $32,000 (Note 6).

On November 13, 2014, the Company issued 5,000 common shares at a deemed price of $3.60 per share for promissory note and interest conversion of $27,692 (Note 6).

On November 14, 2014, the Company issued 5,263 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $40,000 (Note 6).

On November 17, 2014, the Company issued 3,947 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $30,000 (Note 6).

On November 18, 2014, the Company issued 6,410 common shares at a deemed price of $3.12 per share for promissory note and interest conversion of $30,769 (Note 6).

On November 18, 2014, the Company issued 7,193 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $47,335 (Note 6).

On November 19, 2014, the Company issued 8,500 common shares at a deemed price of $3.20 per share for promissory note and interest conversion of $37,202 (Note 6).

On December 1, 2014, the Company issued 7,500 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $32,308 (Note 6).

On December 3, 2014, the Company issued 5,357 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $17,500 (Note 6).

On December 4, 2014, the Company issued 7,500 common shares at a deemed price of $2.40 per share for promissory note and interest conversion of $34,980 (Note 6).

On December 5, 2014, the Company issued 6,818 common shares at a deemed price of $2.20 per share for promissory note and interest conversion of $29,150 (Note 6).

On December 5, 2014, the Company issued 7,500 common shares at a deemed price of $2.00 per share for promissory note and interest conversion of $23,077 (Note 6).

On December 8, 2014, the Company issued 6,667 common shares at a deemed price of $1.80 per share for promissory note and interest conversion of $23,320 (Note 6).

On December 8, 2014, the Company issued 8,750 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $18,846 (Note 6).

On December 9, 2014, the Company issued 6,429 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $17,498 (Note 6).

On December 10, 2014, the Company issued 11,250 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $20,769 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On December 10, 2014, the Company issued 12,075 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $19,818 (Note 6).

On December 10, 2014, the Company issued 8,500 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $20,400 (Note 6).

On December 11, 2014, the Company issued 8,473 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $22,862 (Note 6).

On December 12, 2014, the Company issued 18,612 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $42,334 (Note 6).

On December 15, 2014, the Company issued 12,500 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $23,077 (Note 6).

On December 16, 2014, the Company issued 9,286 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $13,000 (Note 6).

On December 17, 2014, the Company issued 15,425 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $25,317 (Note 6).

On December 17, 2014, the Company issued 12,600 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $29,120 (Note 6).

On December 18, 2014, the Company issued 15,000 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $27,692 (Note 6).

On March 11, 2015, the Company issued 21 common shares at a deemed price of $4.00 per share to the depository trust as a result of the reverse stock split.

On March 16, 2015, the Company issued 36,175 common shares at a deemed price of $0.02 per share for warrants exercise of $643 (Note 6).

On March 31, 2015, the Company issued 20,834 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $46,524 (Note 6).

On April 1, 2015, the Company issued 15,000 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $36,000 (Note 6).

On April 1, 2015, the Company issued 19,110 common shares at a deemed price of $1.20 per share for promissory note and interest conversion $35,280 (Note 6).

On April 7, 2015, the Company issued 19,608 common shares at a deemed price of $1.02 per share for promissory note and interest conversion $30,769 (Note 6).

On April 7, 2015, the Company issued 22,500 common shares at a deemed price of $1.02 per share for promissory note and interest conversion $38,250 (Note 6).

On April 8, 2015, the Company issued 21,838 common shares at a market price of $0.85 per share for promissory note and interest conversion $23,350 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On April 10, 2015, the Company issued 25,000 common shares at a deemed price of $0.61 per share for promissory note and interest conversion $23,462 (Note 6).

On April 13, 2015, the Company issued 26,250 common shares at a deemed price of $0.64 per share for promissory note and interest conversion $24,193 (Note 6).

On April 14, 2015, the Company issued 25,000 common shares at a deemed price of $0.49 per share for promissory note and interest conversion $12,250 (Note 6).

On April 14, 2015, the Company issued 25,000 common shares at a deemed price of $0.48 per share for promissory note and interest conversion $18,462 (Note 6).

On April 14, 2015, the Company issued 5,385 common shares at a deemed price of $0.089 per share for warrants exercise $480 (Note 6).

On April 16, 2015, the Company issued 42,417 common shares at a deemed price of $0.0043 per share for warrants exercise $182 (Note 6).

On April 17, 2015, the Company issued 25,000 common shares at a deemed price of $0.40 per share for promissory note and interest conversion $15,385 (Note 6).

On April 20, 2015, the Company issued 25,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion $10,000 (Note 6).

On April 20, 2015, the Company issued 25,922 common shares at a deemed price of $0.39 per share for promissory note and interest conversion $15,495 (Note 6).

On April 20, 2015, the Company issued 30,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion $7,800 (Note 6).

On April 20, 2015, the Company issued 31,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion $11,024 (Note 6).

On April 22, 2015, the Company issued 30,000 common shares at a deemed price of $0.24 per share for promissory note and interest conversion $9,525 (Note 6).

On April 22, 2015, the Company issued 14,793 common shares at a deemed price of $0.34 per share for promissory note and interest conversion $7,692 (Note 6).

On April 24, 2015, the Company issued 37,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion $7,875 (Note 6).

On April 23, 2015, the Company issued 32,360 common shares at a deemed price of $0.24 per share for promissory note and interest conversion $11,948 (Note 6).

On April 24, 2015, the Company issued 41,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion $11,920 (Note 6).

On April 27, 2015, the Company issued 26,250 common shares at a deemed price of $0.22 per share for promissory note and interest conversion $8,393 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On April 28, 2015, the Company issued 30,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion $6,000 (Note 6).

On April 28, 2015, the Company issued 39,303 common shares at a deemed price of $0.20 per share for promissory note and interest conversion $12,094 (Note 6).

On April 29, 2015, the Company issued 45,000 common shares at a deemed price of $0.14 per share for promissory note and interest conversion $6,300 (Note 6).

On April 30, 2015, the Company issued 49,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion $15,077 (Note 6).

On April 30, 2015, the Company issued 45,000 common shares at a deemed price of $0.17 per share for promissory note and interest conversion $11,700 (Note 6).

On April 30, 2015, the Company issued 45,000 common shares at a deemed price of $0.13 per share for promissory note and interest conversion $5,850 (Note 6).

On April 30, 2015, the Company issued 54,200 common shares at a deemed price of $0.17 per share for promissory note and interest conversion $13,253 (Note 6).

On April 30, 2015, the Company issued 48,584 common shares at a deemed price of $0.15 per share for promissory note and interest conversion $11,212 (Note 6).

On May 1, 2015, the Company issued 53,741 common shares at a deemed price of $0.15 per share for promissory note and interest conversion $12,342 (Note 6).

On May 1, 2015, the Company issued 49,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion $15,077 (Note 6).

On May 1, 2015, the Company issued 105,315 common shares at a deemed price of $0.16 per share for promissory note and interest conversion $31,200 (Note 6).

On May 4, 2015, the Company issued 50,000 common shares at a deemed price of $0.13 per share for promissory note and interest conversion $6,500 (Note 6).

On May 5, 2015, the Company issued 73,637 common shares at a deemed price of $0.13 per share for promissory note and interest conversion $14,728 (Note 6).

On May 5, 2015, the Company issued 78,892 common shares at a deemed price of $0.12 per share for promissory note and interest conversion $13,355 (Note 6).

On May 5, 2015, the Company issued 75,000 common shares at a deemed price of $0.10 per share for promissory note and interest conversion $7,500 (Note 6).

On May 7, 2015, the Company issued 90,775 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $11,754 (Note 6).

On May 7, 2015, the Company issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $10,500 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On May 7, 2015, the Company issued 49,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $6,860 (Note 6).

On May 7, 2015, the Company issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $6,375 (Note 6).

On May 8, 2015, the Company issued 78,892 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $9,709 (Note 6).

On May 8, 2015, the Company issued 75,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $5,250 (Note 6).

On May 8, 2015, the Company issued 92,500 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $8,839 (Note 6).

On May 8, 2015, the Company issued 75,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $5,250 (Note 6).

On May 11, 2015, the Company issued 92,741 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $12,210 (Note 6).

On May 12, 2015, the Company issued 90,775 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $11,754 (Note 6).

On May 12, 2015, the Company issued 89,011 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $12,462 (Note 6).

On May 11, 2015, the Company issued 110,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $15,400 (Note 6).

On May 13, 2015, the Company issued 111,138 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $13,679 (Note 6).

On May 13, 2015, the Company issued 122,357 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $8,565 (Note 6).

On May 13, 2015, the Company issued 125,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $15,000 (Note 6).

On May 13, 2015, the Company issued 119,900 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $8,393 (Note 6).

On May 14, 2015, the Company issued 132,000 common shares at a deemed price of $0.06 per share for promissory note and interest conversion $10,833 (Note 6).

On May 14, 2015, the Company issued 110,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $13,200 (Note 6).

On May 15, 2015, the Company issued 160,565 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $17,292 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On May 19, 2015, the Company issued 166,802 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $18,825 (Note 6).

On May 22, 2015, the Company issued 166,802 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $17,963 (Note 6).

On May 27, 2015, the Company issued 194,500 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $13,301 (Note 6).

On May 27, 2015, the Company issued 102,839 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $10,995 (Note 6).

On May 27, 2015, the Company issued 150,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $15,000 (Note 6).

On June 2, 2015, the Company issued 144,231 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $11,538 (Note 6).

On June 2, 2015, the Company issued 150,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $11,624 (Note 6).

On June 3, 2015, the Company issued 225,000 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $12,309 (Note 6).

On June 3, 2015, the Company issued 222,506 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $13,585 (Note 6).

On June 4, 2015, the Company issued 222,791 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $16,411 (Note 6).

On June 5, 2015, the Company issued 220,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $15,400 (Note 6).

On June 9, 2015, the Company issued 255,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $19,185 (Note 6).

On June 10, 2015, the Company issued 275,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $19,251 (Note 6).

On June 11, 2015, the Company issued 284,000 common shares at a deemed price of $0.03 per share for promissory note and interest conversion $11,653 (Note 6).

On June 11, 2015, the Company issued 428,933 common shares at a deemed price of $0.03 per share for promissory note and interest conversion $23,694 (Note 6).

On June 15, 2015, the Company issued 218,089 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $13,301 (Note 6).

On June 15, 2015, the Company issued 165,154 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $6,441 (Note 6).

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

3. Capital Stock – Continued

Share Issuances – Continued

On June 16, 2015, the Company issued 249,500 common shares at a deemed price of $0.03 per share for promissory note and interest conversion $10,237 (Note 6).

As at June 30, 2015, 5,983 (June 30, 2014 - 3,389) were issued to directors and officers of the Company. 4,629 (June 30, 2014 - 4,629) were issued to independent investors. 218 (June 30, 2014 - 218) were issued for mining expenses. 192 (June 30, 2014 – 192) were issued for related party consulting expenses. 737 (June 30, 2014 – 237) were issued for investor relation expenses. 50 (June 30, 2014 - 50) were issued for debt settlement. 10,750 (June 30, 2014 – 10,750) were issued for debenture and interest conversion. 257 (June 30, 2014 – 257) were issued for exercise of warrants attached to convertible debentures. 7,426,562 (June 30, 2014 – 5,316) were issued for promissory note and interest conversions. 104,304 (June 30, 2014 – 2,300) were issued for exercise of warrants attached to convertible promissory notes. 239 (June 30, 2014 – 239) were issued for note payable conversion. 500 (June 30, 2014 - 500) were issued for a mining option settlement. 5,000 (June 30, 2014 - 5,000) were issued for the conversion of Series A Convertible Preferred shares. 14,911 (June 30, 2014 – 14,911) were issued for the conversion of Series B Convertible Preferred shares. 21 (June 30, 2014 – Nil) were issued to depository trust as a result of the reverse stock split. The Company has no stock option plan, warrants or other dilutive securities, other than warrants issued to acquire 9,490 shares of the Company regarding convertible promissory notes (Note 6).

On January 3, 2014, the Company entered into a convertible debt settlement agreement with one investor. Pursuant to the terms of the agreement, the investor acquired 1,134,500 convertible Series B Preferred Shares to extinguish the balance of convertible debts with an aggregate principal amount of $1,134,500. The conversion price of the Series B Preferred Shares shall be the lower of 50% of the lowest reported sale price of the common stock for the 20 trading days immediately prior to (i) the closing date of the applicable convertible debt instrument of the Corporation from which the applicable Series B Preferred Shares were converted, or (ii) 50 % of the lowest reported sale price for the 20 days prior to the conversion date of the Series B Preferred Shares.

As at June 30, 2014, all of the Series B Preferred Shares issued on the January 3, 2014 debt settlement agreement were converted into 14,911 common shares of the Company for a total fair value of $3,639,623 of which a gain of $331,127 was recorded.

4. Provision for Income Taxes

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 31, 2006 (date of inception) through June 30, 2015 of approximately $12,600,000 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $458,936 and $536,536 during the periods ended June 30, 2015 and 2014, respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

4. Provision for Income Taxes - Continued

The Company has no tax position at June 30, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at June 30, 2015. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended exploration stage activities. The tax years for June 30, 2015, June 30, 2014, June 30, 2013 and June 30, 2012 are still open for examination by the Internal Revenue Service (IRS).

		2015
		Amount			Tax Effect (35%)

Net loss	$	2,657,243		$	930,035

Shares issued for consulting fees, mining expenses, investor relation and director fees		(441,129	)		(154,395	)
Accretion of beneficial conversion feature		(3,057,134	)		(1,069,997	)
Gain on change in the fair value of derivative liability and fair value of warrant issued		2,836,874			992,906
Impairment		(684,607	)		(239,612	)

Total		1,311,247			458,936

Valuation allowance		(1,311,247	)		(458,936	)

Net deferred tax asset (liability)	$	-		$	-

		2014
		Amount			Tax Effect (35%)

Net loss	$	7,701,164		$	2,693,810

Shares issued for consulting fees, mining expenses, investor relation and director fees		(252,167	)		(88,258	)
Accretion of beneficial conversion feature		(5,320,995	)		(1,862,348	)
Gain on derivative liability		(542,930	)		(190,026	)
Gain on change in the fair value of convertible preferred stock		331,127			115,894
Goodwill impairment		(383,238	)		(134,133	)

Total		1,532,961			536,536

Valuation allowance		(1,532,961	)		(536,536	)

Net deferred tax asset (liability)	$	-		$	-

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

5. Mineral Property Costs

Mineral Permit (Assignment Agreement with Lithium Exploration VIII Ltd.)

On December 16, 2010, the Company entered into an Assignment Agreement to acquire the following:

	a. )	An undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada.
	b. )	All of the assignor’s right, title and interest in and to the Option Agreement.

In consideration for the Assignment, the Company agreed to pay US$90,000 by way of cash or stock of equal value (consisting of amounts previously paid by the Assignor pursuant to the Option Agreement). The full $90,000 (consisting of option payments ‘i’ and ‘v’ below) was expensed and included in the December 31, 2011 accounts payable balance. The Option shall be in good standing and exercisable by the Company by paying the following amounts on or before the dates specified in the following schedule:

	i. )	CDN $40,000 (paid) upon execution of the agreement;
	ii. )	CDN $60,000 (paid) on or before January 1, 2012;
	iii. )	CDN $100,000 on or before January 1, 2013 (amended and paid);
	iv. )	CDN $300,000 on or before January 1, 2014 (not paid); and
	v. )	Paying all such property payments as may be required to maintain the mineral permits in good standing.

The Optionee shall provide a refundable amount of CDN$50,000 (paid) to the Optionor by November 2, 2010, which shall be applied by the Optionor towards work assessment expenses acceptable to the Government of Alberta, with any unused portion to be applied against payments required to maintain the permits underlying the property in good standing.

On December 31, 2012, the Company entered into an agreement to amend the original payment requirement of CDN$100,000 due on January 1, 2013 to the following payments: CDN $20,000 (paid) cash payment due on January 1, 2013 and CDN $80,000 by a 15% one year promissory note starting January 1, 2013. The promissory note is interest free until March 31, 2013. After then, interest will accrue on the principal balance then in arrears at the rate of 15% per annum. No payments shall be payable until December 31, 2013. At any time, the Optionor may elect to convert the remaining balance of CDN $80,000 plus accrued interest into common shares of the Company at 75% of the closing market price of the Company’s common shares on the election day. The full CDN$100,000 (US$95,008) (consisting of cash payment of CDN$20,000 (US$19,164) and note payable of CDN$80,000 (US$75,844) was expensed. The note is subject to be measured at its fair value in accordance with ASC 480-10-25-14. The fair value at issuance was CDN$106,667 (US$101,125) as of June 30, 2013. An additional $26,667 was charged to mining expense during the year June 30, 2013. An interest expense of CDN$3,058 (US$2,899) was accrued as at June 30, 2013. On July 3, 2013, the Optionor elected to convert the promissory note of CDN $80,000 (US$75,844) plus accrued interest of CDN$3,058 (US$2,899) for the total amount of CDN $83,058 (US$78,743) into 239 common shares of the Company at a price of US$330 per share. The January 1, 2014 payment was not paid by the Company, and subsequent to the schedule payment date, the agreement was terminated.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

5. Mineral Property Costs - Continued

Glottech Technology

On March 17, 2011 and subsequently amended on November 18, 2011, the Company entered into a letter agreement to acquire one initial unit of proprietary and patented mechanical ultrasound technology for use in water purification, inclusive of its process of separating from water, as the primary fluid stock, the salt and other minerals and by –products contained therein, with Glottech – USA.

To acquire the unit, the Company must make the following payments:

	a)	US$25,000 upon execution of the agreement (paid);
	b)	US$75,000 within 180 days of execution of the agreement (paid);
	c)	US$700,000 within 10 days of receipt of invoice from Glottech –USA LLC if the payment in b) is made (paid).
	d)	The Company also granted an option to acquire 500 shares for $1.00 to Glottech – USA upon receipt of the operational ultrasonic generator that they are building for Lithium Exploration Group. The 500 shares are to be paid from outstanding shares owned by Alex Walsh, company CEO. During the year ended June 30, 2011, the option resulting in additional mining expenses of $4,940,000 was valued using the fair market value of the shares to be issued. On October 1, 2012, Alex Walsh and GD International entered into an agreement to transfer 500 common shares owned by Alex Walsh to GD International. The shares were received by GD International on October 29, 2012.

Commencing as of the end of an initial sixty day testing and training period following satisfactory delivery and physical setup of the technology, and continuing thereafter for as long as the technology remains in the possession of the Company, the Company shall pay continuing monthly royalties in an amount equal to $2.00 per physical ton of water processed pursuant to the usage of the technology.

On June 12, 2012, the Company filed a complaint with the court of common pleas of Chester County, Pennsylvania against Glottech – USA, LLC, Eldredge, Inc., and the Eldredge Companies, Inc. The complaint seeks an order of the court granting possession of the unit, in its current state, to the Company.

Effective August 14, 2012, the Company entered into an option agreement with GD Glottech-International, Limited (“GD International”) to protect our license and distribution rights in the event that GD-Glottech-USA, LLC (“GD USA”) is unable to perform and honor the obligations contingent to a letter agreement dated November 8, 2011.

Pursuant to the terms of the option agreement, we are required to provide an initial deposit of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. A further $15,000 was required for exercising the option agreement and it will be credited to future fees when patents rights are exercised. We exerised this option agreement on September 1, 2012 and released the funds to GD International.

On October 1, 2012, the Company entered into a sales agency agreement with GD International. The agreement shall replace all agreements entered previously. Pursuant to the agreement, the Company is appointed as GD International’s sales agent for the technology within the territory. As a consideration, 10,000 common shares of the Company shall be issued to GD International (issued: see d) above). GD International retains all right, title and interest in the technology. The term of this agreement will be an initial period of five years. The term shall be automatically renewable thereafter for successive five year periods provided that the Company has sold not less than 25 or more technology units during each applicable five year period.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

5. Mineral Property Costs - Continued

On May 2, 2013, the Company entered into an agreement to retain the future use of the unit. Pursuant to the agreement, the Company must make the following payments:

	a)	US$20,000 within three days of execution of the agreement (paid);
	b)	US$30,000 within three days upon the testing of the unit has been successfully completed.

6. Convertible Promissory Notes

Summary of convertible promissory note at June 31, 2015 and 2014 is as follows:

		June 30,		Fair value		Fair value			Fair value		June 30,
		2014		issued		converted			repaid		2015

February 13, 2013	$	461,754	$	-	$	(364,736	)	$	-	$	97,109
February 27, 2014		200,000		-		(200,000	)		-		-
February 27, 2014		150,000		-		(150,000	)		-		-
February 28, 2014		100,000		-		(100,000	)		-		-
February 28, 2014		200,000		-		(200,000	)		-		-
February 28, 2014		220,000		-		(220,000	)		-		-
March 3, 2014		100,000		-		(100,000	)		-		-
March 3, 2014		200,000		-		(200,000	)		-		-
March 3, 2014		100,000		-		(100,000	)		-		-
March 3, 2014		230,000		-		(230,000	)		-		-
March 3, 2014		440,000		-		(440,000	)		-		-
March 15, 2014		846,154		-		(788,932	)		-		57,222
July 22, 2014		-		923,077		(103,542	)		-		819,535
August 22, 2014		-		153,846		(96,549	)		-		57,297
October 31, 2014		-		91,538		(91,538	)		-		-
February 6, 2015		-		115,385		-			-		115,385
February 24, 2015		-		153,846		-			-		153,846
March 3, 2015		-		44,615		-			-		44,615

	$	3,247,908	$	1,482,307	$	(3,385,297	)	$	-	$	1,344,918
Less: Debt discount		2,797,850									1,044,031
Net Convertible promissory Note		450,058									300,887

Current portion	$	450,058								$	300,887
Long term portion	$	-								$	-

On February 13, 2013, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $1,100,000, at an issuance discount of $100,000; resulting in $1,000,000 net proceeds to the Company.

As of June 30, 2015, total net proceeds of $675,000 (June 30, 2014 - $675,000) were received with an issuance discount of $67,500 (June 30, 2014 - $67,500) for an aggregate face value of $742,500 (June 30, 2014 - $742,500). During the year ended June 30, 2015, $393,341 (June 30, 2014 - $419,272) in face value of the note including interest was converted to 1,298,590 (June 30, 2014 – 3,541) common shares in accordance with the terms of the agreement.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

There is no guarantee the investor will make additional payments. The face value of $67,913 is due on February 13, 2016 and carries a one-time interest rate of 5% over the term of note, with an effective interest rate of 171.61% . The note is convertible at the lower of $1,000.00 and 50% (70% at issuance) of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $1,060,714. During the year ended June 30, 2015, an interest expense of $(9,358) (June 30, 2014 - $7,409) was accrued.

Effective February 27, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on August 27, 2014 and carries an interest rate of 12% per annum over the term of note, with an effective interest rate of 1220.64% . The note is convertible at the lower of 50% discount to the average of the three lowest bids on the 20 days before the date this note executed and 50% discount to the average of the three lowest bids during the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the year ended June 30, 2015, $205,984 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 2,598 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on August 28, 2015 and carries a one-time interest rate of 15% over the term of note, with an effective interest rate of 268.24% . The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. On September 4, 2014, the note was transferred to another investor for additional cost of $17,250, changing the note maturity to on-demand and interest rate of 12% per annum. During the year ended June 30, 2015, $126,172 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 24,474 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Effective February 27, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $75,000 due on February 27, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72% . The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest bids price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $150,000. During the year ended June 30, 2015, $155,145 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 28,087 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $125,500 with 15% prepaid interest per annum, resulting in $100,000 net proceeds to the Company due on August 28, 2015, with an effective interest rate of 227.33% . The note is convertible at the lower of 50% discount of the lowest closing price for the 20 days prior to date of the purchase agreement or the voluntary conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the year ended June 30, 2015, $225,500 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 28,763 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $110,000, at an issuance discount of $10,000; resulting in $100,000 net proceeds to the Company. The note is due on September 1, 2014 and carries a one-time interest rate of 12% over the term of the note, with an effective interest rate of 781.10% . The note is convertible at the lower of $300 or 50% of the lowest trade during the 25 consecutive trading days immediately prior to the conversion date of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $220,000. On September 1, 2014, maturity default interest of $28,865 was accrued on the outstanding balance of the note pursuant to the terms of the agreement. During the year ended June 30, 2015, $283,190 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 465,857 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on March 5, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72% . The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the year ended June 30, 2015, $102,596 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 2,124 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 days prior to date of the purchase agreement or the voluntary conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the year ended June 30, 2015, $207,335 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 16,402 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on March 4, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72% . The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the year ended June 30, 2015, $102,759 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 3,450 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $115,000, at an issuance discount of $15,000; resulting in $100,000 net proceeds to the Company. The note is due on April 1, 2015 and carries an interest rate of 15% per annum over the term of the note, with an effective interest rate of 361.67% . The note is convertible at the lower of $240 or 50% of the lowest trade during the 20 consecutive trading days immediately prior to the conversion date of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $230,000. During the year ended June 30, 2015, $246,605 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 983,713 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $220,000, at an issuance discount of $20,000; resulting in $200,000 net proceeds to the Company. The note is due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $440,000. During the year ended June 30, 2015, $453,200 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 49,640 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Effective March 15, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $550,000, at an issuance discount of $50,000; resulting in $500,000 net proceeds to the Company. The note is due on September 15, 2015 and carries an interest rate of 15% per annum over the term of the note, with an effective interest rate of 207.18% . The note is convertible at a 50% (35% at issuance) discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $846,154. During the year ended June 30, 2015, $830,977 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 1,997,222 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the year ended June 30, 2015, an interest expense of $6,279 (June 30, 2014 - $24,063) was accrued.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Effective July 22, 2014, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $600,000 due on January 22, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 230.27% .

As of December 31, 2014, total net proceeds of $600,000 were received. The note is convertible at the lower of 65% of the lowest reported sale price for the 20 trading days immediately prior to (i) the closing date on July 22, 2014 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $923,077. During the year ended June 30, 2015, $103,543 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 988,035 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the year ended June 30, 2015, an interest expense of $54,990 (June 30, 2014 - $Nil) was accrued.

Effective August 22, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on February 23, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 219.75% . The note is convertible at the lower of 65% of the lowest reported sale price for the 20 trading days immediately prior to (i) the closing date on July 22, 2014 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $153,846. During the year ended June 30, 2015, $109,414 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 700,136 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the year ended June 30, 2015, an interest expense of $(1,106) (June 30, 2014 - $Nil) was accrued.

Effective October 31, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $59,500 due on October 31, 2016 and carries a one-time interest rate of 12% over the term of the note, with an effective interest rate of 202.17% . The note is convertible at the lower of (i) $20 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $91,538. During the year ended June 30, 2015, $98,679 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 832,154 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the year.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Effective February 6, 2015, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $75,000 due on August 6, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 230.27% . The note is convertible at the lower of 65% of the lowest reported sale price for the 20 trading days immediately prior to (i) the closing date on February 3, 2015 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $115,385. During the year ended June 30, 2015, an interest expense of $3,750 was accrued.

Effective February 24, 2015, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on August 24, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 230.27% . The note is convertible at the lower of 65% of the lowest reported sale price for the 25 trading days immediately prior to (i) the closing date on February 24, 2015 or (ii) 65% of the lowest reported sale price for the 25 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $153,846. During the year ended June 30, 2015, an interest expense of $4,500 was accrued.

Effective March 3, 2015, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $29,000 due on March 3, 2016 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 445.74% . The convertible note is convertible at the investor’s option at any time at a price equal to 65% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $44,615. During the year ended June 30, 2015, an interest expense of $967 was accrued.

Warrants issued along with Convertible Promissory Notes

Along with the promissory note issued on February 13, 2013, the Company issued warrants for 135 shares of the Company at an exercise price of $740.00 expiring February 13, 2018 (exercised), 66 shares of the Company at an exercise price of $760.00 expiring April 24, 2018 (exercised), 74 shares of the Company at an exercise price of $672.00 expiring June 4, 2018 (exercised), 100 shares of the Company at an exercise price of $500.00 expiring June 27, 2018 (exercised), 84 shares of the Company at an exercise price of $896.00 expiring August 14, 2018 (exercised), 417 shares of the Company at an exercise price of $240.00 expiring December 10, 2018 (exercised), 179 shares of the Company at an exercise price of $280.00 expiring February 20, 2019 and 952 shares of the Company at an exercise price of $210.00 expiring April 16, 2019 respectively.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Along with the promissory note entered on September 16, 2013, the Company issued warrants for 694 shares of the Company at an exercise price of $360.00 and warrants for 926 shares of the Company at an exercise price of $272.00 for a period of five years. The warrant was fully exercised during the year.

Along with the promissory note entered on February 27, 2014, the Company issued warrants to acquire a total of 278 shares of the Company for a period of five years at an exercise price of $360.00.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 1,289 shares of the Company for a period of 180 days at an exercise price of $240. The warrant expired during the year.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 370 shares of the Company for a period of five years at an exercise price of $270.00. The warrant was fully exercised during the year.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 2,578 shares of the Company for a period of five years at an exercise price of $240.00. The warrant was fully exercised during the year.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 235 shares of the Company for a period of five years at an exercise price of $212.00.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 500 shares of the Company for a period of three years at an exercise price of $200.00. The warrant was fully exercised during the year.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 235 shares of the Company for a period of five years at an exercise price of $212.00.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 417 shares of the Company for a period of five years at an exercise price of $240.00. The warrant was fully exercised during the year.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 1,000 shares of the Company for a period of three years at an exercise price of $200.00. The warrant was partially exercised during the year.

Along with the promissory note entered on March 15, 2014, the Company issued warrants to acquire a total of 4,583 shares of the Company for a period of three years at an exercise price of $240.00.

Along with the promissory note entered on July 22, 2014, the Company issued warrants to acquire a total of 4,200 shares of the Company for a period of five years at an exercise price of $160.00.

Along with the promissory note entered on August 22, 2014, the Company issued warrants to acquire a total of 538 shares of the Company for a period of five years at an exercise price of $112.00.

Along with the promissory note entered on September 19, 2014, the Company issued warrants to acquire a total of 538 shares of the Company for a period of five years at an exercise price of $112.00.

Along with the promissory note entered on February 6, 2015, the Company issued warrants to acquire a total of 13,828 shares of the Company for a period of five years at an exercise price of $6.40.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

Derivative Liability

The warrants bear a cashless exercise provision. The warrants also include anti-dilution protection with respect to lower priced issuances of common stock or securities convertible or exchangeable into common stock, which provision resulted in derivative liability treatment under ASC topic 815-10-55. Fair values at issuance totaled $669,682, $1,126,054, $709,074 for warrants issued along with the promissory note on February 28, 2013, March 1, 2013, and September 16, 2013 respectively. Fair values at issuance for warrants issued on February 27, 2014, February 28, 2014, March 3, 2014, March 15, 2014, April 16, 2014, July 22, 2014, August 22, 2014, February 6, 2015 totaled $58,966, $938,833, $1,732,432, $1,267,156, $199,917, $634,669, $162,588, and $940,054 respectively.

On July 9, 2014, 694 warrants were exercised for 2,429 common shares of the Company at a deemed price of $48.57 in accordance with the terms of the agreement. A gain of $15,276 was recorded when the warrants were valued prior to the warrants exercise.

On July 30, 2014, 2,578 warrants were exercised for 4,528 common shares of the Company at a deemed price of $85.34 in accordance with the term of the agreement. A gain of $108,275 was recorded when the warrants were valued prior to the warrants exercise.

On August 5, 2014, 271 warrants were exercised for 5,161 common shares of the Company at a deemed price of $7.99 in accordance with the term of the agreement. A gain of $10,725 was recorded when the warrants were valued prior to the warrants exercise.

On August 8, 2014, 926 warrants were exercised for 2,226 common shares of the Company at a deemed price of $61.34 in accordance with the term of the agreement. A gain of $41,112 was recorded when the warrants were valued prior to the warrants exercise.

On August 12, 2014, 417 warrants were exercised for 800 common shares of the Company at a deemed price of $74.94 in accordance with the terms of the agreement. A gain of $20,000 was recorded when the warrants were valued prior to the warrants exercise.

On August 27, 2014, 1,289 warrants expired in accordance with the terms of the agreement.

On September 4, 2014, 25 warrants were exercised for 146 common shares of the Company at a deemed price of $15.92 in accordance with the terms of the agreement. A gain of $1,490 was recorded when the warrants were valued prior to the warrants exercise.

On September 15, 2014, 146 warrants were exercised for 2,737 common shares of the Company at a deemed price of $8.11 in accordance with the terms of the agreement. A gain of $5,777 was recorded when the warrants were valued prior to the warrants exercise.

On March 16, 2015, 141 warrants were exercised for 36,175 common shares of the Company at a deemed price of $0.02 in accordance with the terms of the agreement. A loss of $644 was recorded when the warrants were valued prior to the warrants exercise.

On April 14, 2015, 500 warrants were exercised for 5,385 common shares of the Company at a deemed price of $0.09 in accordance with the terms of the agreement. A gain of $94,809 was recorded when the warrants were valued prior to the warrants exercise.

On April 16, 2015, 230 warrants were exercised for 42,417 common shares of the Company at a deemed price of $0.004 in accordance with the terms of the agreement. A gain of $70,885 was recorded when the warrants were valued prior to the warrants exercise.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

The Company used the Lattice Model for valuing warrants using the following assumptions:

	June 30, 2015	June 30, 2014

Risk-free interest rates	1.55% - 1.85%	1.39% - 1.77%
Term	180 days – 5 years	180 days – 5 years
Dividend yield	0%	0%
Underlying stock prices	$0.12 - $151	$0.42
Volatilities	294% - 315%	278% - 489%

At June 30, 2015, the warrants were valued at $3,134 (June 30, 2014 - $2,832,988) resulting in a gain of $3,259,362 (June 30, 2014 - $2,650,532). The corresponding debt discount of the promissory notes was accreted to interest expense over the terms of notes of 3 years, 1 year, 18 months and 6 months respectively. During the year ended June 30, 2015, an accretion of $149,170 (June 30, 2014 - $412,447) was recognized as interest expense.

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2013	1,283		$	718.38	4.71 years
Warrants issued	15,288			234.85	2.63 years
Exercised	(1,367	)		729.26	-
Cancelled	-			-	-
Expired	-			-	-
Balance, June 30, 2014	15,204		$	242.57	2.62 years
Warrants issued	19,104			236.92	4.46 years
Exercised	(5,927	)		257.08	-
Cancelled	-			-	-
Expired	(1,289	)		240.00	-

Balance, June 30, 2015	27,092		$	100.98	3.79 years

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

6. Convertible Promissory Notes - Continued

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2015 and 2014:

		Derivative
		Liability
Balance, June 30, 2013	$	513,375
Initial fair value of warrant derivatives at note issuances		5,558,520
Fair value of warrant exercised		(588,375	)
Mark-to-market at June 30, 2014 - Embedded debt derivatives		(2,650,532	)
Balance, June 30, 2014	$	2,832,988
Initial fair value of warrant derivatives at note issuances		1,737,309
Fair value of warrant exercised		(767,982	)
Mark-to-market at June 30, 2015 - Embedded debt derivatives		(3,799,183	)
Balance, June 30, 2015	$	3,134

Net gain for the period included in earnings relating to the liabilities held at June 30, 2015	$	3,799,183

7. Related Party Transactions

During the year ended June 30, 2015, the Company incurred consulting fees of $157,086 (June 30, 2014 - $348,550) with directors and officers out of which $58,990 were paid by issuance of 2,167 shares of the Company common stock.

On December 22, 2014, the Company entered into an short swing settlement agreement with a director wherein in exchange for forbearance of legal action by the Company, the director agreed to disgorge the short swing profit of the Company as of the effective date of the agreement. As of June 30, 2015, an aggregate amount of $80,523 was paid in settlement for this agreement.

As of June 30, 2015, the Company repaid to a director for a non-interest bearing demand loan of $47,537 (Note 9) (June 30, 2014 – payable $45,332).

These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreed to by the related parties.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

8. Going Concern and Liquidity Considerations

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at June 30, 2015, the Company had a working capital deficiency of $436,680 (June 30, 2014 - $3,279,889) and an accumulated deficit of $43,267,064 (June 30, 2014 - $40,821,871). The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of ore reserves.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

9. Commitments and Contingencies

Employment Agreements

On January 12, 2014, the Company entered into an employment agreement with a director and officer. Commencing on January 12, 2014, the director and officer will be employed for 24 months ending on January 12, 2016. Pursuant to the agreement, annual salary of US$120,000 is payable monthly in cash or if the Company does not have available cash, in shares of the Company’s common stock.

Consulting Agreements

On January 1, 2014, the Company entered in a consulting agreement with a consultants to provide services as members of the Board of Directors in regards to the Company’s management and operations. The compensation for the services to be provided will be $12,000 payable monthly in cash or if the Company does not have available cash, in shares of the Company’s common stock. The consulting agreement was amended on October 22, 2014 to include an additional aggregate of $30,000 payable as of October 22, 2014 in cash or in shares of the Company’s common stock, and changed the term of agreement from 12 months to 10 months. Effective November 1, 2014, the consultant resigned as member of the Board of Directors.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

9. Commitments and Contingencies - Continued

On April 28, 2014, the Company entered into a consulting agreement with a consultant to provide services as members of the Board of Directors in regards to the Company’s management and operations. Pursuant to the terms of the agreement, the consultant will receive compensation of $12,000 in unregistered restricted common shares of the Company's common stock at a deemed value of $200.0 per share, issuable on May 15, 2014, effective April 28, 2014 to April 27, 2015. The consultant resigned as member of the Board of Directors and these shares were not issued.

On May 30, 2014, the Company entered into a consulting agreement with a consultant to provide services as member of the Board of Directors in regards to the Company’s management and operation. The compensation for the services to be provided will be $10,000 per month payable in common stock of the Company from a period of six months from the effective date of May 30, 2014.

On August 1, 2014, the Company entered into a consulting agreement with a consultant to provide advice relative to corporate and business services and to perform other related activities. Pursuant to the terms of the agreement, the Company will issue 500 common shares of the Company valued at $5,000. These shares were issued in full effective October 22, 2014.

Lease Commitment

On May 15, 2014, the Company entered into a sublease agreement for a term of twenty four and one half months and expiring on May 31, 2016. Future minimum rental payments required under operating lease (exclusive of other additional rent payments) are $30,044.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

9. Commitments and Contingencies - Continued

Litigation

The Company filed a complaint against Glottech-USA involving a dispute over a contract for the assembly and delivery of certain equipment contractually promised by Glottech-USA, but not timely delivered in a manner required under the relevant contract(s). Although the Company previously sought equitable relief, the Company amended its Complaint to assert claims for damages against Glottech-USA. After a hearing in April of 2013, the Court of Common Pleas stayed all activity in the lawsuit against Glottech-USA pending clarification of the dissolution action in Mississippi. The lawsuit was stayed until December of 2013 and there has been no substantial activity in the case since that time. There are no claims for damages pending against the Company.

In April 2014, the Company signed a release and settlement agreement with O’Hare Energy Services Inc. (“O’Hare”) regarding unpaid fees and termination of a Non-Circumvention, Non-Disclosure and Fee Agreement dated April 19, 2013. Pursuant to the release and settlement agreement, the Company will pay to O’Hare:

	i.	$100,000 for acquisition severance payment
	ii.	$35,000 within 60 days of the date the option to purchase additional 25% of Tero Oilfield Services Ltd. (“Tero”) is exercised

As of June 30, 2015, the Company paid $75,000 (June 30, 2014 - $50,000) of the $100,000 acquisition severance payment and has not exercise the option to purchase additional investment in Tero.

On December 23, 2014, a member of the Board of Directors made demand for repayment of the debt by the company. In connection with the assignment of debt agreement and the demand, Mr. Walsh and the Company entered into a settlement agreement dated December 23, 2014 wherein the Company is to repay the debt to Mr. Walsh in full (Note 7). The Company also agreed to pay an aggregate of $150,000 to Mr. Walsh as a performance bonus for the services provided by Mr. Walsh for the period from August 2013 to March 2014 as related to the acquisition of Tero Oilfield Services Ltd. due on the following terms:

	i.	an aggregate of $50,000 due immediately; and (paid $35,000)
	ii.	an aggregate of $100,000 bearing no interest and due on the earlier of:

	a.	at the sole discretion of our company; or
	b.	the date of the sale, merger, amalgamation or other business combination or reorganization of our company.

On January 29, 2015, a lawsuit was filed against the Company for reimbursement of costs and disbursements including reasonable attorney’s, accountants and expert witness fees, in relations to the complaint for recovery of short-swing profits. On March 26, 2015, agreement was reached by all parties involved that upon payment $15,400, all outstanding claims will be settled and forever discharged.

From time to time we may be a defendant and plaintiff in various other legal proceedings arising in the normal course of our business. Except as disclosed above, we are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Annual Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

10. Loan Receivable

Secured Bridge Loan Agreement

On December 18, 2013, the Company entered into an agreement with GD Glottech International Ltd (“GDGI”) whereby the Company loaned to GDGI the sum of $20,000. GDGI will repay the total amount of the loan plus interest in the amount of $333.34 (representing a 10% annual interest rate), within sixty (60) days from the receipt of the loan funds or within five (5) days of Sonic Cavitation, LLC receiving a 5% Capital Contribution.

On April 21, 2014, the Company entered into an amended agreement with Sonic Cavitation, whereby Sonic Cavitation agreed to facilitate the construction of one sonic cavitation generator. The Company agreed to pay Sonic Cavitation a consulting fee of $20,000 upon execution of the agreement and forgive the sum of $20,000 debt upon delivery of the prototype by Sonic Cavitation. The agreement has been executed, however the delivery of the prototype has not yet fulfilled.

11. Investment Held for Sale

Tero Oilfield Services Ltd (“Tero”)

On March 1, 2014, the Company acquired a 50% interest in Tero Oilfield Services Ltd. (“Tero”), a private company, in exchange for an aggregate of CDN$1,000,680 (US$906,700).

The Company has been granted an option to acquire an additional 25% of the shares in Tero for $500,000 by February 28, 2015.

Based on evaluation of the fair value of the investment less costs to sell, the fair value was less than the carrying value. The Company’s evaluation of the investment resulted in a total impairment charge of US$624,429 for the year ended June 30, 2015.

On May 1, 2015, the Company entered into a Share Purchase Agreement with an individual to dispose the 50% interest in Tero for the purchase price of US$300,000. The purchase price shall be paid in two installments, with one installment of US$100,000 paid on the closing date of May 15, 2015 and the balance US$200,000 on or before June 1, 2015. As at June 30, 2015, the Company recognized a loss on sale of investment held for sale of $488.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

12. Discontinued Operations

Subsequent to the year ended June 30, 2015 on September 4, 2015, the Company entered into an Asset Purchase agreement whereby the Company sells the net assets of Alta Disposal Morinville Ltd. (of which the Company had acquired 51% interest on October 18, 2013) for total purchase price of $10,000CDN.

Operating results for the year ended June 30, 2015 for Alta Disposal Morinville Ltd. are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the consolidated balance sheet. An impairment of $60,178 has been accounted for under discontinued operations in order to reduce the carrying amount of the net assets to their fair value less costs to sell.

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

		2015			2014

Revenue	$	72,577		$	35,285
Selling, general and administrative		(445,153	)		(348,185	)
Impairment of net assets		(60,178	)		-

Loss from discontinued operations	$	(432,754	)	$	(312,900	)

Consolidated Balance Sheets

Current assets:
Cash and cash equivalents	$	46,731		$	12,100
Receivable, net		28,160			26,419
Prepaid expenses		-			2,464
Impairment of net assets		(60,178	)		-

		14,713			40,983
Current liabilities:
Accounts payable	$	6,696		$	795

13. Subsequent Events

Issuances of Common Shares

On July 8, 2015, the Company issued 125,000 common shares at a deemed price of $0.04 per share for promissory note conversion.

On July 10, 2015, the Company issued 201,465 common shares at a deemed price of $0.04 per share for promissory note conversion.

On July 21, 2015, the Company issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion.

On July 22, 2015, the Company issued 100,000 common shares at a deemed price of $0.05 per share for promissory note conversion.

On July 29, 2015, the Company issued 298,269 common shares at a deemed price of $0.04 per share for promissory note conversion.

Lithium Exploration Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

13. Subsequent Events (continued)

On August 17, 2015, the Company issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion.

On September 11, 2015, the Company issued 80,801 common shares at a deemed price of $0.04 per share for promissory note conversion.

On September 11, 2015, the Company issued 434,084 common shares at a deemed price of $0.03 per share for promissory note conversion.

On September 15, 2015, the Company issued 438,000 common shares at a deemed price of $0.03 per share for promissory note conversion.

On September 18, 2015, the Company issued 486,623 common shares at a deemed price of $0.02 per share for promissory note conversion.

On September 18, 2015, the Company issued 475,000 common shares at a deemed price of $0.03 per share for promissory note conversion.

On September 18, 2015, the Company issued 394,231 common shares at a deemed price of $0.03 per share for promissory note conversion.

On October 8, 2015, the Company issued 8,044 common shares at a deemed price of $0.0001 per share to the depository trust as a result of the reverse stock split.

On October 28, 2015 the Company issued 554,000 common shares at a deemed price of $0.01 per share for promissory note conversion.

Issuances of Preferred Shares

On June 22, 2015, the Company designated 250,000 of its 100,000,000 authorized shares of Preferred Stock as Series “A” Preferred Stock. The Series “A’ Preferred Stock, par value $0.001, ranks senior to the common stock and carries general voting rights with the common stock at the rate of 62 votes per share. The Series “A” Preferred Stock will be deemed cancelled within 1 year of issuance and is not entitled to share in dividends or other distributions. So long as any shares of Series “A” Preferred Stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of Series “A” Preferred Stock will be required for any change to articles of incorporation. On July 6, 2015, the Company issued 130,000 Series “A” preferred shares in consideration of the release and discharge of a first ranking general security interest over all current and future assets of Alta Disposal Ltd. that was granted to secure to the promissory note entered into on July 22, 2014.

Capital Stock

Effective September 9, 2015, the Company increase the authorized capital of its common shares from 2,000,000,000 common shares, par value $0.001 to 10,000,000,000 common shares, par value $0.001.

Convertible Promissory Notes

On August 3, 2015, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $36,000 due on February 3, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

On September 9, 2015, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $30,000 due on September 9, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

On September 30, 2015, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible redeemable promissory note with an aggregate principal amount $27,000 due on September 30, 2016 which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at the lower of 65% discount of the lowest trading price for the 20 days prior to conversion date subject to various prescribed conditions.

On November 6, 2015, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $12,000 due on November 6, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

Agreements

Effective September 4, 2015, the Company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby the Company agrees to sell all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 (approximately USD$7,531.25).

The Company has evaluated subsequent events from July 1, 2015, through the date of this report, and determined there are no other items to disclose.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2015.

Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our president (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2015 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of June 30, 2014, our company’s internal control over financial reporting was not effective based on present company activity. Our company is in the process of adopting specific internal control mechanisms with our board and officers’ collaboration to ensure effectiveness as we grow. We are presently engaging an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

This annual report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only the management’s report in this annual report.

Change in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

On November 1, 2014, Bryan Kleinlein resigned as chief financial officer or our company. Mr. Kleinlein's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise.

On February 12, 2015, Brandon Colker resigned as a director of our company. Mr. Colker's resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Positions Held with the Company	Age	Date First Elected or Appointed
Alexander Walsh	President, Chief Executive Officer and Director	35	November 4, 2010

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Alexander Walsh – President, Chief Executive Officer, Secretary, Treasurer and Director

Mr. Walsh was appointed president, chief executive officer, secretary, treasurer, and director of our company in November 2010. From May 2008 to November of 2010, Alex Walsh was a management consultant at AW Enterprises, LLC. AW Enterprises was established as a management consulting firm assisting small and middle market businesses in expanding their revenue and profits through strategic partnerships. Mr. Walsh’s efforts included strategic planning for companies looking to raise capital and assisting clients with forming strategic partnerships that could increase their revenue and profits. From May 2006 to May 2008, Mr. Walsh was a small business consultant and managing partner for Business Strategies Group. Business Strategies Group is a highly specialized team focusing on providing employee benefits, retirement programs, and insurance products to small and middle market companies.

Mr.Walsh attended DePauw University in Greencastle, Indiana where he majored in economics and management.

Mr. Walsh was chosen as one of our directors due to his background in venture capital, investor relations and corporate development.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended June 30, 2015, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
Alexander Walsh⁽¹⁾	3	9	Nil

(1)	The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 4 – Statement of Changes of Beneficial Ownership of Securities.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Code of Ethics

We have adopted a Code of Ethics that applies to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written policies to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Corporation that are within the Senior Officer’s area of responsibility;
compliance with applicable governmental laws, rules and regulations;
the prompt internal reporting of violations of the Code; and
accountability for adherence to the Code.

Our Code of Ethics and Business Conduct was filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report on Form 10-KSB on September 28, 2007. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Lithium Exploration Group, Inc. 3200 N. Hayden Road, Suite 235, Scottsdale, AZ 85251.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

	(a)	our principal executive officer;
	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, 2015 and 2014; and
	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2014 and 2013,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Alexander Walsh⁽¹⁾ President,Chief Executive Officer and Director	2015 2014	120,000 120,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	120,000 120,000
Bryan A. Kleinlein⁽²⁾ Former Chief Financial Officer	2015 2014	Nil 36,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	77,990⁽⁴⁾ 144,000⁽⁴⁾	77,990 180,000
Alexander Koretsky⁽³⁾ Former Chief Operating Officer	2015 2014	N/A 26,800	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A 75,300⁽⁵⁾	N/A 102,100

	(1)	Alexander Walsh was appointed president, chief executive officer, chief financial officer and director on November 4, 2010.
	(2)	Bryan A. Kleinlein was appointed Chief Financial Officer on May 15, 2012 and resigned on November 1, 2014.
	(3)	Alexander Koretsky was appointed Chief Operating Officer on May 1, 2012 and, pursuant to the terms of a consulting agreement between our company and Mr. Koretsky, his position ceased on February 1, 2014.
	(4)	Consists of fees paid to International Compass LLC, a corporation controlled by Bryan A. Kleinlein, for consulting services rendered.
	(5)	Consists of consulting fees paid to Mr. Koretsky for consulting services rendered.

2014 Stock Option Plan

On July 22, 2014, our directors approved the adoption of the 2014 Stock Plan which permits our company to issue up to 20,000,000 shares of our common stock to directors, officers, employees and consultants of our company.

Stock Options/SAR Grants

During the period from inception to June 30, 2015, we did not grant any stock options to our executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised during our fiscal year ended June 30, 2015 and 2014 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended June 30, 2015.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any directors fees during our fiscal years ending June 30, 2015 and June 30, 2014, respectively.

We have no formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Employment Contracts and Termination of Employment and Change in Control Arrangements

Also on January 12, 2012, we entered into consulting agreements, effective April 27, 2011, with former directors, Brandon Colker and Jonathan Jazwinski, to provide services on behalf of our company. Pursuant to the terms of the consulting agreements, Mr. Colker and Mr. Jazwinski received compensation payable of 150,000 shares of our company's common stock issuable at the beginning of every year served during the term of their agreements. Mr. Colker’s consulting agreement terminated on April 27, 2014. Mr. Jazwinski resigned as a director of our company on January 10, 2014 and, consequently, his consulting agreement terminated.

On May 1, 2013, we entered into a consulting agreement with Alexander Koretsky whereby, Mr. Koretsky has agreed to provide consulting duties and services in the capacity as chief operating officer of our company and any other consulting duties and services as may be requested by our company. As compensation, our company has agreed to pay to Mr. Koretsky a salary of $8,333.33 per month in cash, common shares of our company, or in both cash and common shares of our company, at the sole discretion of our company. This consulting agreement expired on January 31, 2014 and our company did not renew this agreement. As a result, effective February 1, 2014, Mr. Koretsky no long acts as chief operating officer of our company. Mr. Koretsky currently provides consulting services to our company on a month to month basis and has since received $35,500 in compensation as at June 30, 2015.

On January 1, 2014, we entered into a consulting agreement effective January 1, 2014 for a term of 12 months with International Compass, LLC for the services of Bryan Kleinlein as chief financial officer of our company. As compensation, we agreed to pay to International Compass $12,000 per month during the term of the agreement payable in cash and/or common shares of our company that were previously registered on Form S-8 at our sole discretion. The value of the shares of our company issued as compensation, if any, shall be based on the volume weighted average trading closing price of the shares of our company in the five (5) trading days immediately preceding the date(s) which the shares are due. The January 1, 2014 consulting agreement with International Compass replaces and supersedes our agreement with Mr. Kleinlein dated May 15, 2013 which was disclosed in our report on Form 8-K filed on March 29, 2013. The consulting agreement was terminated on November 1, 2014 upon the resignation of Mr. Kleinlein as chief financial officer or our company.

On April 28, 2014, we entered into a consulting agreement, with our director, Brandon Colker, to provide services on behalf of our company. Pursuant to the terms of the consulting agreement, Mr. Colker was to receive compensation of $12,000 in unregistered restricted common shares of our company's common stock at a deemed value of $0.05 per share and issuable on May 15, 2014. Our company has not yet issued these shares. This consulting agreement supersedes and replaces the consulting agreement with Mr. Colker dated January 12, 2012 which expired on April 27, 2014. The April 28, 2014 consulting agreement terminated on February 12, 2015 upon the resignation of Mr. Colker. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of November 27, 2015, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

	Amount and Nature of	Percentage of
Name and Address of Beneficial Owner	Beneficial Owner⁽¹⁾	Class
Alexander Walsh⁽²⁾	2,095 common	*
320 E. Fairmont Dr.,
Tempe, AZ, 85282
*All Officers and Directors As a Group*	*2,095 common*	*%

	Amount and Nature of	Percentage of
Name and Address of Beneficial Owner	Beneficial Owner⁽¹⁾	Class
Blue Citi LLC 440 East 79th Street		*
Suite 4M/CO MUSS	8,090,049⁽⁴⁾	69.32%
New York, NY 10075
Other holders of 5% or more	8,090,049 Common Shares⁽⁴⁾	69.32%

*represents an amount less than 1%

	(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 2, 2015. As of December 2, 2015, there were11,669,869 shares of our company’s common stock issued and outstanding.
	(2)	Alexander Walsh is our company’s president, chief executive officer, chief financial officer and director.
	(3)	Robert Malin and Linda Malin share voting and dispositive control over securities held by Blue Citi LLC.
	(4)	Includes: (i) approximately 30,049 shares of unissued common stock which may be purchased within 90 days upon conversion of outstanding convertible promissory notes; and (ii) voting rights underlying 130,000 shares of Series “A” Preferred Stock which carry general voting rights with the common stock at the rate of 62 votes per share. The Series “A” Preferred Stock will be deemed cancelled on July 13, 2015, are not entitled to share in dividends or other distributions, and are not convertible into shares of common stock.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and officers.

Director Independence

We currently act with one director, consisting of Alexander Walsh. We have determined that we do not have an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accounting Fees and Services

During the fiscal years ended June 30, 2015 and 2014, we retained our independent auditor, RBSM LLP, Accountants & Advisors, to provide services in the following categories and amounts:

	Year Ended June 30,
	2015 ($)	2014 ($)
Audit Fees⁽¹⁾	45,000	100,500
Audit Related Fees⁽²⁾	Nil	Nil
Tax Fees⁽³⁾	Nil	900
All Other Fees⁽⁴⁾	Nil	Nil
Total	45,000	101,400

	(1)	Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
	(2)	Audit related fees consists of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under "Audit Fees".
	(3)	Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.
	(4)	All other fees consist of fees billed for all other services.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditor’s independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements
	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporations (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.3	Articles of Amendment dated May 31, 2006 (incorporated by reference to our Current Report on Form 8-K filed on April 21, 2009)
3.4	Certificate of Amendment dated April 8, 2009 (incorporated by reference to our Current Report on Form 8- K/A filed on April 23, 2009)
3.5	Articles of Merger dated November 17, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 7, 2010)
3.6	Certificate of Amendment dated October 17, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
3.7	Articles of Incorporation of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.8	Certificate of Amendment of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.9	Bylaws of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.10	Certificate of Incorporation of 1617437 Alberta Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.11	Articles of Amendment of Alta Disposal Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.12	Bylaws of Alta Disposal Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.13	Certificate of Amendment filed September 9, 2015 (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed on September 15, 2015)
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Certificate of Designation of Series B Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
4.2	Certificate of Designation of Series A Preferred Stock (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed July 15, 2015
(10)	Material Contracts
10.1	Assignment Agreement between our company and Lithium Exploration VIII Ltd. dated December 16, 2010 (incorporated by reference to our Current Report on Form 8-K filed on January 10, 2011)
10.2	Letter Agreement between our company and Glottech-USA, LLC dated March 17, 2011 (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2011)
10.3	Securities Purchase Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.4	Registration Rights Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.5	12% Senior Convertible Debenture between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)

Exhibit
Number	Description
10.6	Escrow Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.7	Guaranty and Pledge Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.8	Common Stock Purchase Warrant between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.9	12% Senior Convertible Debenture between our company and Hagen Investments Ltd. dated July 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 13, 2011)
10.10	Common Stock Purchase Warrant between our company and Hagen Investments Ltd. dated July 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 13, 2011)
10.11	Letter Agreement between our company and Glottech-USA, LLC dated November 18, 2011 (incorporated by reference to our Current Report on Form 8-K filed on November 21, 2011)
10.12	Securities Purchase Agreement between our company and Hagen Investments Ltd. dated March 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2012)
10.13	Debenture between our company and Hagen Investments Ltd. dated March 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2012)
10.14	Debenture between our company and Hagen Investments Ltd. dated May 15, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 18, 2012)
10.15	Option Agreement between our company and GD Glottech International, Limited dated August 14, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 5, 2012)
10.16	Amendment Agreement between our company and Hagen Investments Ltd. dated September 17, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 18, 2012)
10.17	License Agreement between our company and GD Glottech-International Ltd. dated October 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 10, 2012)
10.18	Sales Agreement between our company and GD Glottech International Ltd. dated October 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 10, 2012)
10.19	Certificate of Designation, Series A Preferred Convertible Stock (incorporated by reference to our Current Report on Form 8-K filed on October 29, 2012)
10.20	Share Exchange Agreement between our company and Alexander Walsh dated October 18, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 29, 2012)
10.21	Securities Purchase Agreement between our company and JMJ Financial dated February 13, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2013)
10.22	Securities Purchase Agreement between our company and JDF Capital Inc. dated February 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 25, 2013)
10.23	Rule 10b5-1 Sales Plan, Client Representations, and Sales Instructions (incorporated by reference to our Current Report on Form 8-K filed on March 15, 2013)
10.24	Letter of Agreement between our company and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) dated June 11, 2013 (incorporated by reference to our Current Report on Form 8- K filed on June 14, 2013)
10.25	Convertible Debenture Agreement between our company and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) dated July 29, 2013 (incorporated by reference to our Current Report on Form 8-K filed on August 5, 2013)

Exhibit
Number	Description
10.26	Unanimous Shareholders and Management Agreement among Alta Disposal Ltd., Excel Petroleum Ltd. and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) dated October 18, 2013 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
10.27	Subscription Agreement dated October 18, 2013 between Alta Disposal Ltd. and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
10.28	Operating Agreement dated July 9, 2013 between Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) and Valeura Energy Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
10.29	Gross Overriding Royalty Agreement dated June 30, 2013 between Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) and Vincent Murphy. (incorporated by reference to our Current Report on Form 8- K filed on October 24, 2013)
10.30	Assignment Agreement dated October 31, 2013 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 30, 2013)
10.31	Consulting Agreement dated January 1, 2014 between our company and International Compass, LLC (incorporated by reference to our Current Report on Form 8-K filed on January 16, 2014)
10.32	Amendment and Settlement Agreement dated January 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
10.33	Securities Purchase Agreement dated as of February 23, 2014 between our company and JSJ Investments Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.34	Form of Convertible Promissory Note between our company and JSJ Investments Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.35	Form of Common Stock Purchase Warrant between our company and JSJ Investments Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.36	Securities Purchase Agreement dated as of February 27, 2014 between our company and Centaurian Fund. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.37	Form of Convertible Promissory Note between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.38	Form of Common Stock Purchase Warrant between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.39	Securities Purchase Agreement dated as of February 27, 2014 between our company and LG Capital Funding, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.40	Form of Convertible Promissory Note between our company and LG Capital Funding, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.41	Securities Purchase Agreement dated as of February 28, 2014 between our company and St. George Investments LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.43	Form of Convertible Promissory Note between our company and St. George Investments LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)

Exhibit
Number	Description
10.44	Form of Common Stock Purchase Warrant between our company and St. George Investments LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.45	Securities Purchase Agreement dated as of February 28, 2014 between our company and Vista Capital Investments, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.45	Form of Convertible Promissory Note between our company and Vista Capital Investments, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.46	Form of Common Stock Purchase Warrant between our company and Vista Capital Investments, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.47	Securities Purchase Agreement dated as of March 3, 2014 between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.48	Form of Convertible Promissory Note between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.49	Form of Common Stock Purchase Warrant between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.50	Securities Purchase Agreement dated as of March 3, 2014 between our company and Iconic Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.51	Form of Convertible Promissory Note between our company and Iconic Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.52	Form of Common Stock Purchase Warrant between our company and Iconic Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.53	Securities Purchase Agreement dated as of March 3, 2014 between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.54	Form of Convertible Promissory Note between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.55	Form of Common Stock Purchase Warrant between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.56	Securities Purchase Agreement dated as of March 3, 2014 between our company and Black Mountain Equities, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.57	Form of Convertible Promissory Note between our company and Black Mountain Equities, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.58	Form of Common Stock Purchase Warrant between our company and Black Mountain Equities, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.59	Securities Purchase Agreement dated as of March 3, 2014 among our company, Alta Disposal Ltd., and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.60	Form of Convertible Promissory Note among Alta Disposal Ltd. and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.61	Form of Common Stock Purchase Warrant between our company and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)

Exhibit
Number	Description
10.62	Securities Purchase Agreement dated as of March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.63	Form of Convertible Promissory Note between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.64	Form of Common Stock Purchase Warrant between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.65	Securities Purchase Agreement dated as of March 1, 2014 between Alta Disposal Ltd. and Tero Oilfield Services Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.66	Employment Agreement with Alexander Walsh dated January 12, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 4, 2014)
10.67	Consulting Agreement with Brandon Colker dated April 28, 2014 (incorporated by reference to our Annual Report on Form 10-K filed on October 14, 2014)
10.68	2014 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.69	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.70	Form of Stock Grant Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.71	Securities Purchase Agreement dated July 22, 2014 between our company and JDF Capital Inc. Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.72	Convertible Promissory Note dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.73	Common Stock Purchase Warrant dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.74	General Security Agreement dated July 22, 2014 between Alta Disposal Ltd. and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.75	Consultant Agreement dated May 30, 2014 between our company and Robert Gomer (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
10.76	Consultant Agreement dated August 1, 2014 between our company and TEN Associates LLC (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
10.77	Amending Agreement dated October 22, 2014 between International Compass, LLC and our company (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
10.78	Short Swing Settlement Agreement with Alexander R. Walsh dated December 22, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.79	Debt Settlement Agreement with Alexander R. Walsh dated December 23, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.80	Form of Convertible Promissory Note between our company and River North Equity LLC
10.81	Loan Agreement dated April 15, 2015 between JDF Capital Inc. and our company.
10.82	Share Purchase Agreement dated May 1, 2015 among our company, Natel Hofmann and Tero Oilfield Services Ltd.
10.83	Settlement Agreement dated June 25, 2015 among our company, Alta Disposal Ltd. and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed July 15, 2015)

Exhibit
Number	Description
(14)	Code of Ethics
14.1	Code of Ethics (Incorporated by reference to our Annual Report on Form 10-KSB on September 28, 2007)
(21)	Subsidiaries of the Registrant
21.1	Alta Disposal Ltd., an Alberta, Canada corporation (wholly-owned)
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LITHIUM EXPLORATION GROUP, INC.



Date: December 4, 2015	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and
	Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: December 4, 2015	/s/ Alexander Walsh
	Alexander Walsh
	President, Chief Executive Officer, and Director
	(Principal Executive Officer)

Attached files

Lithium Exploration Group, Inc. Reports

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