UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported) July 9,
2015
LITHIUM EXPLORATION GROUP,
INC.
(Exact name of registrant as specified in its
charter)
Nevada |
333-175883 |
06-1781911 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
incorporation) |
|
Identification No.) |
3800 North Central Avenue, Suite 820, Phoenix,
Arizona |
85012 |
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code (480)
641-4790
N/A
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
2
Item
1.01
Entry Into Material Definitive Agreement
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 26,000,000 shares of Series A Preferred Stock.
Item
3.02
Unregistered Sales of Equity Securities
Item
3.03
Material Modification to Rights of Security Holders
In accordance with our articles of incorporation our board of
Directors has designated 50,000,000 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. The foregoing is not a complete description of the rights,
privileges and restrictions attached to the Series A Preferred Stock which are
described in their entirety in the certificate of designation filed as Exhibit
4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.01
Changes in Control of Registrant
The 26,000,000 shares of Series A Preferred Stock were
acquired by Blue Citi LLC in reliance on the exemption from registration
provided under Rule 506 of Regulation D promulgated under the Securities Act of
1933, as amended. As a result of the acquisition Blue Citi LLC holds voting
control over approximately 51.5% of our issued and outstanding securities as at
July 13, 2015. As at July 13, 2015 Blue Citi LLC beneficially owns approximately
52.29% of our voting securities, including 26,000,000 shares of Series A
Preferred Stock and approximately 120,192,307 shares of unissued common stock which it is
entitled to purchase within 90 days upon conversion of outstanding convertible
promissory notes. Robert Malin and Linda Malin share voting and
dispositive control over securities held by Blue Citi LLC. There are no family
relationships among Blue Citi LLC or its principals and any director, officer or
other affiliate of our Company.
Item
5.07
Submission of Matters to a Vote of Security Holders
On July 13, 2015 our board of directors and the holders of a majority of our voting securities approved by written consent an amendment to our articles of incorporation to increase the authorized number of shares of our common stock from 5,000,000,000 shares to 10,000,000,000 shares, par value of $0.001 per share. Our board of directors approved the increase to our authorized capital so that we will have sufficient common shares available for issuance upon the conversion or exercise of currently outstanding convertible debt securities and warrants.
The approval of the shareholders was obtained without a meeting
in accordance with section 78.320 of the Nevada Revised Statutes. The
shareholders also authorized our board of directors to effect, by July 13, 2016,
at the discretion of the Board, a reverse stock split of our issued and
outstanding shares of common stock on the basis of up to 200 old shares for 1
new share. Our board of directors has not made any determination at this time
regarding the possible implementation of the reverse split authorized by the
shareholders.
We intend to file with the Securities and Exchange Commission a
Schedule 14C Information Statement regarding the matters submitted to a vote of
our security holders. The increase of authorized capital approved by the
shareholders will not become effective until at least 20 days following the date
on which a definitive Schedule 14C Information Statement is mailed to our
shareholders of record as of July 13, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LITHIUM EXPLORATION GROUP, INC.
/s/ Alex
Walsh |
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Alex Walsh |
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President and Director |
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Date: July 14, 2015 |
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3
LITHIUM EXPLORATION GROUP, INC.
CERTIFICATE OF DESIGNATION
SERIES "A" PREFERRED STOCK
Preferred Stock of the Company, to be named "Series A Preferred
Stock," consisting of 50,000,000 shares, which series shall have the following
designations, powers, preferences and relative and other special rights and the
following qualifications, limitations and restrictions:
1.
Designation and Rank. The designation of such series of the Preferred
Stock shall be the Series A Preferred Stock, par value $0.001 per share (the
"Series A Preferred Stock"). The maximum number of shares of Series A Preferred
Stock shall be 50,000,000. The Series A Preferred Stock shall rank senior to the
Company's common stock, par value $0.001 per share (the "Common Stock"), and to
all other classes and series of equity securities of the Company which by their
terms do not rank senior to the Series A Preferred Stock ("Junior Stock"). The
Series A Preferred Stock shall be subordinate to and rank junior to all
indebtedness of the Company now or hereafter outstanding.
2.
Dividends. Holders of the Series A Preferred Stock shall share not be
entitled to any dividends that may, from time to time be declared by the Board
of Directors.
3. Voting Rights.
(a)
Class Voting Rights. The Series A Preferred Stock shall have the
following class voting rights (in addition to the voting rights set forth in
Section 3(b) hereof). So long as any shares of the Series A Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote or
consent of the holders of at least seventy-five percent (75%) of the shares of
the Series A Preferred Stock outstanding at the time, given in person or by
proxy, either in writing or at a meeting, in which the holders of the Series A
Preferred Stock vote separately as a class: (i) authorize, create, issue or
increase the authorized or issued amount of any class or series of stock,
including but not limited to the issuance of any more shares of Preferred Stock,
ranking pari passu or senior to the Series A Preferred Stock, with respect to
the distribution of assets on liquidation, dissolution or winding up; (ii)
amend, alter or repeal the provisions of the Series A Preferred Stock, whether
by merger, consolidation or otherwise, so as to adversely affect any right,
preference, privilege or voting power of the Series A Preferred Stock;
provided, however, that any creation and issuance of another
series of Junior Stock shall not be deemed to adversely affect such rights,
preferences, privileges or voting powers; (iii) repurchase, redeem or pay
dividends on, shares of Common Stock or any other shares of the Company's Junior
Stock (other than de minimus repurchases from employees of the Company in
certain circumstances, and any contractual redemption obligations existing as of
the date hereof as disclosed in the Company's public filings with the Securities
and Exchange Commission); (iv) amend the Articles of Incorporation or By-Laws of
the Company so as to affect materially and adversely any right, preference,
privilege or voting power of the Series A Preferred Stock; provided,
however, that any creation and issuance of another series of Junior Stock
shall not be deemed to adversely affect such rights, preferences, privileges or
voting powers; (v) effect any distribution with respect to Junior Stock other than as
permitted hereby; (vi) reclassify the Company's outstanding securities; (vii)
voluntarily file for bankruptcy, liquidate the Company's assets or make an
assignment for the benefit of the Company's creditors; or (viii) materially
change the nature of the Company's business.
(b)
General Voting Rights. Except with respect to transactions upon which the
Series A Preferred Stock shall be entitled to vote separately as a class
pursuant to Section 3(a) above and except as otherwise required by Nevada law,
the Series A Preferred Stock shall be entitled to vote with the holders of the
Company's Common Stock as a class at the rate of sixty-two (62) common share
votes per share of Series A Preferred Stock. The Common Stock into which the
Series A Preferred Stock is convertible shall, upon issuance, have all of the
same voting rights as other issued and outstanding Common Stock of the Company,
and none of the rights of the Preferred Stock.
4.
Retirement of Series A Preferred Stock. The Series A Preferred Stock
shall be deemed cancelled one (1) year from issuance.
5.
No Preemptive Rights. No holder of the Series A Preferred Stock shall be
entitled to rights to subscribe for, purchase or receive any part of any new or
additional shares of any class, whether now or hereinafter authorized, or of
bonds or debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class, but all such new or additional shares of
any class, or any bond, debentures or other evidences of indebtedness
convertible into or exchangeable for shares, may be issued and disposed of by
the Board of Directors on such terms and for such consideration (to the extent
permitted by law), and to such person or persons as the Board of Directors in
their absolute discretion may deem advisable.
6.
Vote to Change the Terms of or Issue Preferred Stock. The affirmative
vote at a meeting duly called for such purpose or the written consent without a
meeting, of the holders of not less than seventy-five percent (75%) of the then
outstanding shares of Series A Preferred Stock (in addition to any other
corporate approvals then required to effect such action), shall be required (a)
for any change to this Certificate of Designation or the Company's Articles of
Incorporation which would amend, alter, change or repeal any of the powers,
designations, preferences and rights of the Series A Preferred Stock or (b) for
the issuance of shares of Series A Preferred Stock other than pursuant to the
Purchase Agreement.
7.
Lost or Stolen Certificates. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing the shares of Series A Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new preferred stock certificate(s) of like tenor and
date; provided, however, the Company shall not be obligated to
re-issue Preferred Stock Certificates if the holder contemporaneously requests
the Company to convert such shares of Series A Preferred Stock into Common
Stock.
8.
Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief),
no remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a holder's
right to pursue actual damages for any failure by the Company to comply with the
terms of this Certificate of Designation. Amounts set forth or provided for
herein with respect to payments, conversion and the like (and the computation
thereof) shall be the amounts to be received by the holder thereof and shall
not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the holders of
the Series A Preferred Stock and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such
breach or threatened breach, the holders of the Series A Preferred Stock shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.
9.
Specific Shall Not Limit General; Construction. No specific provision
contained in this Certificate of Designation shall limit or modify any more
general provision contained herein. This Certificate of Designation shall be
deemed to be jointly drafted by the Company and all initial purchasers of the
Series A Preferred Stock and shall not be construed against any person as the
drafter hereof.
10.
Failure or Indulgence Not Waiver. No failure or delay on the part of a
holder of Series A Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.
IN WITNESS WHEREOF, the undersigned has executed
and subscribed this Certificate and does affirm the foregoing as true this 22nd
day of June, 2015.
LITHIUM EXPLORATION GROUP, INC.
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By: |
/s/
Alex Walsh |
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Name: Alex Walsh |
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Title: President and Chief Executive Officer
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SETTLEMENT AGREEMENT
AMONG
LITHIUM
EXPLORAITON GROUP, INC., ALTA DISPOSAL LTD., AND JDF CAPITAL INC.
This Settlement Agreement (the
Agreement) is dated as of June 25, 2015 among Lithium Exploration
Group, Inc., a Nevada corporation (the Company), Alta Disposal
Ltd. (the Guarantor) and JDF Capital Inc. (Holder).
WHEREAS, as evidenced by a
Secured Promissory Note dated for reference July 22, 2014, (as the same may be
amended, supplemented, extended, renewed, restated, replaced or superseded from
time to time, the Promissory Note) between the Company, as borrower,
and the Secured Party, as lender, the Debtor has obtained a loan in the
aggregate principal amount of US$708,000 (the Loan);
WHEREAS, as a material inducement
to the Holder to purchase the Promissory Note, pursuant to a General Security
Agreement with the Holder dated July 22, 2014 (the General Security
Agreement), the Guarantor has granted a security interest to the Holder in
and to all present and after acquired personal property of the Guarantor
(collectively the Security Interest) ;
WHEREAS, as at the date of this
Agreement an aggregate principal amount of $ remains payable to the Holder
pursuant to the Promissory Note;
WHEREAS, the Company, the Holder
and the Guarantor have determined that it is in their mutual best interest to
release, discharge and extinguish the Security Interest over the assets of the
Guarantor created by the General Security Agreement;
NOW, THEREFORE, in consideration
of the mutual covenants contained in this Amendment, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the undersigned agree as follows:
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1. |
Release and Discharge of Guarantor. The Holder, on
behalf of itself and its affiliates, parents, subsidiaries, directors,
officers, agents, employees, representatives, successors and assigns,
releases and forever discharges the Guarantor and its past, present and
future directors, officers, attorneys, principals, agents, and employees,
jointly and severally, from any and all claims, counterclaims, cross
claims, demands, actions or causes of action arising against the Security
Interest, General Security Agreement, Promissory Note and the Loan,
including, but not limited to, compensatory damages, statutory damages,
exemplary damages, punitive damages, declaratory and injunctive relief,
costs, expenses, and attorneys' fees. |
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Release and Discharge of Company. The Holder, on
behalf of itself and its affiliates, parents, subsidiaries, directors,
officers, agents, employees, representatives, successors and assigns,
releases and forever discharges the Company and its past, present and
future directors, officers, attorneys, principals, agents, and employees,
jointly and severally, from any and all claims, counterclaims, cross
claims, demands, actions or causes of action arising against the Security
Interest and the General Security Agreement, including, but not limited
to, compensatory damages, statutory damages, exemplary damages, punitive
damages, declaratory and injunctive relief, costs, expenses, and
attorneys' fees. Notwithstanding the foregoing, nothing in this Agreement
shall release the Company from its obligations pursuant to the Promissory
Note, which shall remain in full force and effect. |
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3. |
Release and Discharge of Security. The Holder
shall immediately register a financing change statement to discharge the
registration and unconditionally release the Security Interest created by
the General Security Agreement. |
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4. |
Consideration for Release and Discharge. In full
consideration of the undertakings of the Holder hereunder, the Holder
agrees to accept and the Company agrees to issue to the Holder or to its
designee(s), 26,000,000 shares of Series A Preferred Stock (the
Preferred Stock) of the Company which shall have the rights and attributes set out in the
certificate of designation attached hereto as Schedule A. |
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5. |
Enurement. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and each of their
successors and permitted assigns, as the case may be.. |
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6. |
Assignment. This Agreement and the benefits,
rights, duties and obligations of parties hereunder may not be assigned
without the prior written approval of the parties. Notwithstanding the
foregoing, the Holder may assign its right to receive the Preferred Stock
or any portion thereof by providing prior written notice to the
Company. |
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7. |
Further Acts. Each of the parties hereto agrees to
do and/or execute all such further and other acts, deeds, things, devices,
documents and assurances as may be required in order to carry out the true
intent and meaning of this Agreement. |
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8. |
Public Announcement. The Company shall, within
four business days of the date hereof, file with the Securities and
Exchange Commission, a Current Report on Form 8-K disclosing the material
terms of this Agreement. |
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9. |
Amendments; Waivers. No provision of this
Agreement may be waived or amended except in a written instrument signed,
in the case of an amendment, by the Company, the Holder and the Guarantor,
or in the case of a waiver, by the party against whom enforcement of any
such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right
hereunder in any manner impair the exercise of any such right. |
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10. |
Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the
internal laws of the State of Nevada, without regard to the principles of
conflicts of law thereof. |
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11. |
Execution. This Agreement may be executed in
counterparts that, together, shall have the same effect as if all parties
signed this Agreement on the same signature page. |
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12. |
Construction. The headings herein are for
convenience only, do not constitute a part of this Agreement and shall not
be deemed to limit or affect any of the provisions hereof. The language
used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict
construction will be applied against any party. |
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement t to be duly executed by their respective
authorized signatories as of the date first indicated above.
Lithium Exploration Group, Inc. |
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JDF Capital Inc. |
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/s/Alex
Walsh |
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/s/
John Fierro |
Name: Alex Walsh |
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Name: John Fierro |
Title: President |
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Title: President |
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Alta Disposal Ltd. |
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/s/ Alex
Walsh |
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Name: Alex Walsh |
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Title: President |
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SCHEDULE A
LITHIUM EXPLORATION GROUP, INC.
CERTIFICATE OF DESIGNATION
SERIES "A" PREFERRED STOCK
Preferred Stock of the Company, to be named "Series A Preferred
Stock," consisting of 50,000,000 shares, which series shall have the following
designations, powers, preferences and relative and other special rights and the
following qualifications, limitations and restrictions:
1.
Designation and Rank. The designation of such series of the Preferred
Stock shall be the Series A Preferred Stock, par value $0.001 per share (the
"Series A Preferred Stock"). The maximum number of shares of Series A Preferred
Stock shall be 50,000,000. The Series A Preferred Stock shall rank senior to the
Company's common stock, par value $0.001 per share (the "Common Stock"), and to
all other classes and series of equity securities of the Company which by their
terms do not rank senior to the Series A Preferred Stock ("Junior Stock"). The
Series A Preferred Stock shall be subordinate to and rank junior to all
indebtedness of the Company now or hereafter outstanding.
2.
Dividends. Holders of the Series A Preferred Stock shall share not be
entitled to any dividends that may, from time to time be declared by the Board
of Directors.
3. Voting Rights.
(a)
Class Voting Rights. The Series A Preferred Stock shall have the
following class voting rights (in addition to the voting rights set forth in
Section 3(b) hereof). So long as any shares of the Series A Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote or
consent of the holders of at least seventy-five percent (75%) of the shares of
the Series A Preferred Stock outstanding at the time, given in person or by
proxy, either in writing or at a meeting, in which the holders of the Series A
Preferred Stock vote separately as a class: (i) authorize, create, issue or
increase the authorized or issued amount of any class or series of stock,
including but not limited to the issuance of any more shares of Preferred Stock,
ranking pari passu or senior to the Series A Preferred Stock, with respect to
the distribution of assets on liquidation, dissolution or winding up; (ii)
amend, alter or repeal the provisions of the Series A Preferred Stock, whether
by merger, consolidation or otherwise, so as to adversely affect any right,
preference, privilege or voting power of the Series A Preferred Stock;
provided, however, that any creation and issuance of another
series of Junior Stock shall not be deemed to adversely affect such rights,
preferences, privileges or voting powers; (iii) repurchase, redeem or pay
dividends on, shares of Common Stock or any other shares of the Company's Junior
Stock (other than de minimus repurchases from employees of the Company in
certain circumstances, and any contractual redemption obligations existing as of
the date hereof as disclosed in the Company's public filings with the Securities
and Exchange Commission); (iv) amend the Articles of Incorporation or By-Laws of
the Company so as to affect materially and adversely any right, preference,
privilege or voting power of the Series A Preferred Stock; provided,
however, that any creation and issuance of another series of Junior Stock
shall not be deemed to adversely affect such rights, preferences, privileges or
voting powers; (v) effect any distribution with respect to Junior Stock other
than as permitted hereby; (vi) reclassify the Company's outstanding securities;
(vii) voluntarily file for bankruptcy, liquidate the Company's assets or make an
assignment for the benefit of the Company's creditors; or (viii) materially
change the nature of the Company's business.
(b)
General Voting Rights. Except with respect to transactions upon which the
Series A Preferred Stock shall be entitled to vote separately as a class
pursuant to Section 3(a) above and except as otherwise required by Nevada law, the Series A Preferred Stock shall be
entitled to vote with the holders of the Company's Common Stock as a class at
the rate of sixty-two (62) common share votes per share of Series A Preferred
Stock. The Common Stock into which the Series A Preferred Stock is convertible
shall, upon issuance, have all of the same voting rights as other issued and
outstanding Common Stock of the Company, and none of the rights of the Preferred
Stock.
4.
Retirement of Series A Preferred Stock. The Series A Preferred Stock
shall be deemed cancelled one (1) year from issuance.
5.
No Preemptive Rights. No holder of the Series A Preferred Stock shall be
entitled to rights to subscribe for, purchase or receive any part of any new or
additional shares of any class, whether now or hereinafter authorized, or of
bonds or debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class, but all such new or additional shares of
any class, or any bond, debentures or other evidences of indebtedness
convertible into or exchangeable for shares, may be issued and disposed of by
the Board of Directors on such terms and for such consideration (to the extent
permitted by law), and to such person or persons as the Board of Directors in
their absolute discretion may deem advisable.
6.
Vote to Change the Terms of or Issue Preferred Stock. The affirmative
vote at a meeting duly called for such purpose or the written consent without a
meeting, of the holders of not less than seventy-five percent (75%) of the then
outstanding shares of Series A Preferred Stock (in addition to any other
corporate approvals then required to effect such action), shall be required (a)
for any change to this Certificate of Designation or the Company's Articles of
Incorporation which would amend, alter, change or repeal any of the powers,
designations, preferences and rights of the Series A Preferred Stock or (b) for
the issuance of shares of Series A Preferred Stock other than pursuant to the
Purchase Agreement.
7.
Lost or Stolen Certificates. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing the shares of Series A Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new preferred stock certificate(s) of like tenor and
date; provided, however, the Company shall not be obligated to
re-issue Preferred Stock Certificates if the holder contemporaneously requests
the Company to convert such shares of Series A Preferred Stock into Common
Stock.
8.
Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a holder's right to pursue actual damages for any
failure by the Company to comply with the terms of this Certificate of
Designation. Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received by the holder thereof and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the holders of the Series A Preferred
Stock and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the holders of the Series A Preferred Stock shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required.
9.
Specific Shall Not Limit General; Construction. No specific provision
contained in this Certificate of Designation shall limit or modify any more
general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the
Company and all initial purchasers of the Series A Preferred Stock and shall not
be construed against any person as the drafter hereof.
10.
Failure or Indulgence Not Waiver. No failure or delay on the part
of a holder of Series A Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.
IN
WITNESS WHEREOF, the undersigned has executed and subscribed this Certificate
and does affirm the foregoing as true this 22nd day of June, 2015.
LITHIUM EXPLORATION GROUP, INC.
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By: |
/s/Alex Walsh |
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Name: Alex Walsh |
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Title: President and Chief
Executive Officer |