Securities Purchase Agreement dated as of March 1, 2014 between Alta Disposal Ltd. and Tero Oilfield Services Ltd

Whereas the Corporation operates a water well drilling and water disposal business located in central Alberta;

And Whereas the Vendor owns 1,000,000 Class “A” Voting Common Shares of the Corporation which represents all of the issued and outstanding shares of the Corporation;

And Whereas the Vendor wishes to sell and convey 500,000 of the issued Class “A” Voting Common Shares of the Corporation to the Purchaser and the Purchaser wishes to purchase such shares upon the terms and conditions hereinafter set forth.

Definitions

"Agreement" means this Share Purchase Agreement and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof, and the expressions "above", "below", "herein", "hereto", "hereof" and similar expressions refer to this Agreement;

"Assets" means all of the Corporation’s right, title, estate and interest in and to its property and assets, real and personal, moveable and immoveable, tangible and intangible of whatsoever nature and kind and wherever situate, including but without limitation, all Lands and Leases, Inventory, accounts receivable, cash on hand, trucks, pickers, pumps, production assets and miscellaneous equipment as more particularly set forth and described in the Financial Statements and in Schedule A attached to this Agreement;

"Books and Records" means all books, records, files and papers of the Corporation, including computer programs (including source codes and software programs), computer manuals, computer data, financial and tax working papers, financial and tax books and records, business reports, business plans and projections, sales and advertising materials, sales and purchases records and correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel and employment records, minute and share certificate books, and all copies and recordings of the foregoing;

"Business" means the business currently carried on by the Corporation as a water well drilling, water disposal and service company as a going concern and the intangible goodwill associated therewith and any and all interests of whatsoever kind and nature related thereto;

"Business Permits" means all licenses, permits and similar rights and privileges that are required and necessary under applicable legislation, regulations, rules and orders for the Corporation to own its Assets and operate its Business or for the status and qualification of the Corporation to carry on its Business;

"Certificate" means a written certificate of a matter or matters of fact which, if required by a corporation, shall be made by a duly authorized officer of The Corporation under corporate seal;

"Closing", "Time of Closing" and similar terms means the transfer by Vendor to the Purchaser of the Purchased Shares and the payment by the Purchaser to the Vendor of the Purchase Price and the completion of all matters incidental hereto;

"Closing Date" March 3, 2014 or such other date as the Parties agree to in writing;

"Counsel" means any barrister, solicitor or attorney or a firm thereof retained by the Vendor or Purchaser as the case may be;

"Current Assets" means the assets of the Corporation, which would, in accordance with Canadian generally accepted accounting principles, be classified as current assets, but specifically excluding Inventory;

"Current Liabilities" means the liabilities of the Corporation, which would, in accordance with generally accepted accounting principles, be classified as current liabilities;

"Documents" means all contracts, agreements, documents, permits, licenses, certificates, plans, drawings, specifications, reports, compilations, analysis, studies, financial statements, budgets, market surveys, minute books, corporate records, corporate seals and any other documents or information of whatsoever nature relating to the Corporation or its Business and any all rights in relation thereto;

“Disposal Well” means the Class B Disposal Well owned and operated by the Vendor which is located on LSD 11-32-24-12-W4M;

"Effective Date" means 8:00 a.m. (Calgary, Alberta time), on the March 1, 2014;

"Financial Statements" means the review engagement financial statements of the Corporation for the fiscal year ended September 30, 2012 and the notice to reader Financial Statements of the Corporation for the fiscal year ended February 28, 2013, copies of which are attached as Schedule C hereto;

"Generally Accepted Accounting Principles" or "GAAP" means the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which date such calculation is made or required to be made in accordance with generally accepted accounting principles applied on a basis consistent with preceding years;

“Inventory” means all items the Corporation has previously included in its inventory calculation, including items for resale and items used on the job sites that require, by their nature, replacement from time to time including but not limited to drilling bits;

“Lands and Leases” means the lands and leases owned by the Vendor which are set out and described in Schedule A attached hereto.

"Lease Agreement" means the lease agreement for the Lands and Leases of the Corporation which agreement is more fully described in Schedule A attached;

"Lithium" means Lithium Exploration Group Inc., the sole shareholder of the Purchaser;

"Option Agreement” means the Option Agreement between the Vendor and the Purchaser dated effective as of March 1, 2014;

"Party" or "Parties" means a party or parties to this Agreement;

"Purchaser" means Alta Disposal Ltd.;

"Purchase Price" shall have the meaning ascribed thereto in Section 2.2 hereof;

"Purchased Shares" means 500,000 Class “A” Voting Common Share of the Corporation;

"Permits" means franchises, licences, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, obtained from or required by a governmental authority;

“Permitted Encumbrances” means the registered encumbrances on the title to the Lands and Leases which have been reviewed and accepted by the Purchaser;

"Transaction" means the transaction contemplated by this Agreement;

"Time of Closing" means 11:00 a.m., Calgary time, on the Closing Date when the Closing of the purchase and sale herein provided for shall be completed;

"Vendor" means Garry Hofmann;

"Working Capital" means the working capital of the Corporation which is calculated as the net book value of the capital assets of the Corporation determined pursuant to the Financial Statements of the Corporation for the fiscal year ended February 28, 2014, less the amount of $500,000 which is due and owing to Smith Group Holdings Ltd.

Schedules

Schedule References

Canadian Dollars

Extended Meanings

Entire Agreement

Headings

Successors and Assigns

Purchase of Securities

Assets to be Removed Prior to Closing

Adjustments

If the retained earnings of the Corporation as determined pursuant to the Financial Statements of the Corporation for the fiscal year ended February 28, 2014 are greater than the Working Capital, then a dividend shall be declared to the Vendor for the difference between those amounts; and

If the retained earnings of the Corporation as described above are less that the Working Capital, then the Vendor shall owe and be required to pay within 30 days, the amount that is the difference between the amounts to the Corporation.

Purchase Price

Payment of the Purchase Price

Option Agreement

Limited Liability

Delivery of Shares

Effective Date of Transfer

Representations and Warranties of the Vendor and the Corporation

Purchased Shares

The Vendor has or will have on the Closing Date good, marketable, beneficial and/or recorded title to the Purchased Shares, and such Purchased Shares are free of all mortgages, charges, liens, pledges, claims, security interests and agreements and other encumbrances of whatsoever nature and no person, firm or corporation has any agreement or option or right capable of becoming an agreement or option for the purchase from the Vendor of any of the Purchased Shares except as provided herein, and the Vendor has good right, full power and absolute authority to sell and assign the Purchased Shares to the Purchaser for the purpose and in the manner as provided in this Agreement. The Shares are not subject to any shareholder, pooling, escrow or similar agreements.

No consents of, filings with or approval of any governmental or regulatory body or authority is required by the Vendor for the Vendor's sale and transfer of the Purchased Shares to the Purchaser, other than those presently held or obtained by the Vendor which are in full force and effect.

The Vendor is not obligated to obtain the written consent of any person to the Transaction.

Due Incorporation and Capitalization

The Corporation has been duly incorporated and organized under the laws of the Province of Alberta and is in good standing with respect to filing of annual returns required in the Province of Alberta.

As at the date hereof, the authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, and 1,000,000 Class “A” Common Shares are issued and outstanding as fully paid and non-assessable shares.

On the Closing Date, there are not and will not be, any outstanding subscriptions, options, stock options, rights, warrants or other agreements or commitments obligating the Corporation to sell or issue any additional shares or securities of any class of the Corporation or any securities convertible into any shares of any class of the Corporation.

Subsidiaries and Securities

Dividends

Business

The Business of the Corporation has been and will continue to be until the Closing Date carried on in the ordinary and normal course subject to the terms hereof.

The Corporation has the corporate power to own its Assets and to carry on the Business presently carried on by it.

The Corporation is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the Business conducted by it or the property owned or leased by it makes such qualification necessary, which includes the Province of Alberta. No such jurisdiction is outside of Canada.

The Corporation is not a party to any current lease or agreement in the nature of a lease in regard to real or personal property whether as lessor or as lessee, except for the Lease Agreement, attached as Schedule A.

The Corporation holds all Business Permits necessary to operate the Business and the present status of the Corporation does not violate the terms of such Business Permits.

The Corporation is not in breach of any provision, nor has it received current notice and is not otherwise aware of, any existing default under any Document, to which the Corporation is a party.

Each contract to which the Corporation is a party to are in full force and effect in accordance with the terms thereof and, to the best of the Corporation's and Vendor's knowledge, information and belief, the Corporation is not in default under any contract related to the Corporation, there is no outstanding notice of cancellation or termination in connection therewith, nor, to the best of the Corporation's and Vendor's knowledge, information and belief does there exist any event or circumstance which through the passage of time or which as a result of a notice by a third party would become a default by the Corporation under any contract relating to the Corporation, except as disclosed in the Financial Statements.

To the best of the Corporation’s and the Vendor’s knowledge, information and belief:

the Business of the Corporation as currently conducted does not violate any applicable law or regulation relating to air, water, or noise pollution, or the production, storage, labelling or disposition of wastes or hazardous or toxic substances and the Corporation is in compliance with all applicable regulatory and environmental legislation governing the Business;

The Corporation has obtained all required approvals and permits under any such applicable laws or regulations;

neither the Corporation nor any person acting for or on behalf of the Corporation or with the Corporation's permission has placed, stored, buried, dumped or disposed of any chemicals produced by, or resulting from, any business, commercial or industrial activities, operations or processes on, beneath, or about any of the properties owned or leased for such purpose by the Corporation, except for inventories of such chemicals to be used, and wastes generated therefrom, in the Business (which inventories and wastes, if any, were stored or disposed of in accordance with applicable laws and regulations and in a manner such that there was no release of any such chemicals into the environment which could cause the incurrence of material clean-up or other response costs under applicable laws or regulations);

The Corporation has not received any notice from Alberta Environment or any governmental agency or private or public entity advising the Corporation that it is responsible for or potentially responsible for response costs with respect to a release, a threatened release or clean-up of chemicals produced by, or resulting from any business, commercial or industrial activities, operations or processes;

to the best of the Corporation 's and the Vendor’s knowledge, information and belief, no properties of the Corporation have been used as a site for storage, treatment or disposal of hazardous waste, except the property that is the subject of the Lease Agreement;

to the best of the Corporation’s and the Vendor’s knowledge, information and belief, no pollutants or other toxic or hazardous substances (including any solid, liquid, gaseous or thermal irritant or contaminant) are present in any form on, or have been discharged, dispersed, released, stored, treated, generated, disposed or allowed to escape on any properties of The Corporation since its incorporation or, insofar as the Corporation and Vendor are aware, in the adjoining property, which could result in any obligation, order or liability under any applicable federal, provincial, municipal or other law, regulation or requirement;

to the best of the Corporation 's and the Vendor's knowledge, information and belief, no underground storage tanks are located on any properties of the Corporation, or were located on any properties of the Corporation and subsequently removed or filled, except the property that is the subject of the Lease Agreement; and

the Corporation is not subject to any control orders, stop orders or request for compliance by any governmental authority or any other applicable federal, provincial, municipal or other law, regulation or requirement.

The Assets owned or leased by the Corporation are adequate for the conduct of its Business as usually conducted in accordance with good industry practices.

Schedule A is a true list of the Assets including some of the items of machinery, equipment, furniture, motor vehicles, rolling stock, heavy duty equipment, and other personal property owned or leased by the Corporation (including those in possession of third parties) which had a book value in the accounting records of the Corporation determined in accordance with generally accepted accounting principles, at the date of the Corporation's most recently completed Financial Statements and also includes the Lands and Leases and the Lease Agreement.

The Corporation is not a party to any contract or commitment that would limit the freedom of the Corporation to compete in any line of business or with any person or in any geographical area or otherwise to conduct its Business as currently conducted and as proposed to be conducted. To the best of the Corporation and the Vendor’s knowledge, information and belief, there exists no facts or circumstances which could materially and adversely affect the ability of the Corporation to continue its Business substantially as presently conducted following the completion of the transaction contemplated by this Agreement.

All accounts receivable are bona fide and good and have been incurred in the ordinary course. The accounts receivable, subject to an allowance for doubtful accounts, are collectible at their full face value in the ordinary course without set-off or counterclaim.

Severance Payments

Capital Expenditures

Employees, Officers, Directors, Managers, Consultants

Benefit Plans

Employment Contracts

The Corporation is not a party to any written contracts of employment, service agreements, management agreements, collective bargaining agreements, labour agreements or employee association agreements; and the Corporation is not now conducting any negotiations with any labour union or employee association with respect to employees of the Corporation and the Corporation does not have any agreements or understandings relative to any increase in salary, compensation, or term of service to any employees or contractors.

The Corporation is not a party to any written management contract or employment agreement, including, but without limitation, any written contract which provides for the payment of severance in lieu of notice upon termination thereof.

To the knowledge of the Vendor, no claims exist or are threatened against The Corporation in respect of worker's compensation legislation, any applicable labour or employment legislation, health and safety or human right's legislation or pursuant to either the Unemployment Insurance Act, Canada, or the Canada Pension Plan Act, Canada.

The Corporation has no employees on short or long term disability or who have been absent from work for more than three consecutive months.

All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected and accrued in the books and records of the Corporation.

Litigation

There are no judgments unsatisfied against the Corporation or any consent decrees or injunctions to which the Corporation or the Vendor are subject or bound and there are no actions, suits or proceedings (whether or not purportedly on behalf of the Corporation) pending or, to the best of the Corporation’s or the Vendor's, information and belief, threatened against or affecting the Corporation at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which action, suit or proceeding involves the possibility of any judgment against or liability of the Corporation. the Corporation or the Vendor are not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

The Corporation or the Vendor are not subject to any judgement, order, writ, injunction or decree of any court or government body which would prevent the carrying out of this Agreement or consummation of the transactions herein contemplated.

Financial Statements

The Corporation’s Financial Statements for the fiscal years ended September 30, 2012 and February 28, 2013 have been prepared in accordance with GAAP and truly and fairly present the assets and liabilities of the Corporation and its financial position as at the dates thereof and the results of its operations for the fiscal periods reported on, and, in particular, without limiting the generality of the foregoing, include all liabilities or obligations of any nature, whether accrued, contingent or otherwise, and whether due or to become due as at the dates of those statements. Since the dates thereof, other than what has been disclosed to the Purchaser, there has not been any material adverse change in the financial position of the Corporation, computed on a basis consistent with that used in the preparation of the balance sheet included in such Financial Statements.

All accounts receivable, book debts and other debts disclosed by the Vendor to the Purchaser as due or accruing due, are good and collectable.

To the best of the Vendor's knowledge, information and belief, there are no liabilities for income taxes under the Income Tax Act, Canada or under similar legislation of any other jurisdiction or for other taxes due or to become due for any period prior to the date of the Financial Statements.

No Change in and Title to Assets

There has been no change in the legal and beneficial ownership of the Assets of the Corporation except in the ordinary course of business.

To the best of the Corporation's or the Vendor's knowledge, information and belief, on the Closing Date, the Corporation has or will have good, marketable and beneficial title and ownership to all of its Assets, free of all liens, mortgages, charges, pledges or encumbrances of whatsoever nature and as may be registered by the Vendor pursuant to this Agreement and by the Purchaser’s lenders.

Records and Data

The Vendor shall cause the Corporation to make available, and by the Time of Closing will have made available, to the Purchaser or Purchaser’s representative for inspection, all Documents which the Purchaser shall reasonably require and which to the knowledge of the Vendor are in the possession and control of the Corporation and the Vendor or the Corporation pertaining to or affecting the Corporation or the Assets of the Corporation and the title of the Corporation thereto, and the Vendor nor the Corporation will knowingly not make available any Documents or information reasonably required to make not misleading the Documents and information so made available to the Purchaser.

All information, records and data furnished to the Purchaser, their representatives and counsel pursuant to Sections 5.1 (c), 5.1 (d) and 8.1 hereof, is, to the best of the Corporation's and the Vendor's knowledge, information and belief, accurate in all material respects.

The financial books and records of the Corporation fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of the Corporation as at the date thereof and all material financial transactions have been accurately recorded in such books and records.

Indebtedness and Guarantees

The Corporation is not a party to any agreement of guarantee, indemnification or assumption of the obligations of a third party, or other like commitment, contingent or otherwise, including endorsements or other contingent liabilities, except as reflected in the Financial Statements.

The Corporation does not have outstanding any bonds, debentures, mortgages, promissory notes or other evidence of indebtedness and the Corporation is not bound under any agreement to create or issue any bonds, debentures, mortgages, promissory notes or other indebtedness, except as reflected in the Financial Statements.

Bank Accounts and Powers of Attorney

Taxes

The Corporation has paid all taxes eligible from it or for the collection of which it is responsible under the laws of Canada or any other jurisdiction, in the case of taxes on income, in respect of all fiscal years ended on or prior to September 30, 2012 and February 28, 2013, and, in the case of all other taxes, in respect of all periods ended prior to the Effective Date, for which such taxes were due and payable prior to the Effective Date.

To the best of the Corporation's and the Vendor’s knowledge, information and belief, there are no taxes, assessments, re-assessments, or levies of whatsoever nature which the Corporation is required or will or could be required by law to withhold, collect or pay and for which the Purchaser could become liable, including but without limitation, unemployment insurance, pension plan payments, non-resident withholding tax or similar assessments.

As at the Closing Date, all taxes, assessments, levies and source deductions which the Corporation is required by law to withhold or to collect, including unemployment insurance and pension plan payments and non-resident withholding tax have been duly withheld or collected, and have been paid over to the proper governmental authorities, or held by the Corporation or on behalf of the Corporation and such withholdings and collections and all other payments due in connection therewith are duly reflected in the Financial Statements to the date as of which they were prepared and since that date will be duly entered in the accounts of the Corporation.

Tax Returns

As of the Effective Date, the Corporation has or will have duly and timely filed all tax returns required to be filed by it, has paid all taxes shown to be due and payable on such returns, and has paid all assessments and re-assessments, and all other taxes, governmental charges, penalties, interest and fines due and payable by it on or before the date hereof and which are claimed by any governmental authority to be due and owing and adequate provision has been made on the books of the Corporation for taxes payable for the current period for which tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for any extension of time with respect to the filing of any tax returns by, or payment of any tax, governmental charge or deficiency against the Corporation, and, to the best of the Corporation's and Vendor's knowledge, information and belief, there are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation with respect to taxes, governmental charges or assessments, or any other matters under discussion with any governmental authority, relating to taxes, governmental charges or assessments asserted by any such authority and the Corporation has withheld from payments made to any of its respective officers, directors, former directors and employees, creditors and shareholders, the amount of all taxes, including but not limited to income tax, and other deductions required to be withheld therefrom and have paid the same to the proper tax or other receiving offices within the time required under any applicable tax legislation.

On or before the Effective Date, all returns of the Corporation for capital, excise, manufacturing, sales or use tax required to be filed by the Corporation before the Effective Date shall be fully prepared and filed before the Effective Date and all such taxes of every kind and description due or payable against or payable by the Corporation prior to the Effective Date in respect of the Corporation shall have been paid in full on or before the Effective Date.

Since February 28, 2013, the Corporation has not made any tax elections, entered into any tax agreements, filed any tax consents, or entered into any agreements with any federal, provincial, local or other tax authorities with respect to the Corporation or the securities, Assets or revenues of the Corporation.

Regulatory Matters

The Corporation has not received notice of any defaults under any of the provisions of the Securities Act (Alberta) or any other applicable securities legislation in Canada or the United States of America.

The Corporation is not a "reporting issuer" as defined by the Securities Act (Alberta) in any province in Canada.

Execution and Delivery of Agreement

The execution and delivery of this Agreement by the Vendor and the consummation of the transactions contemplated thereby do not constitute a breach or a default under the terms of the articles, bylaws or other constating documents of the Corporation, nor under any agreement to which the Vendor or the Corporation are a party or by which any of them is bound.

This Agreement has been duly executed and delivered by the Vendor or its duly appointed power of attorney and representative and the Corporation and all documents required hereunder to be executed and delivered by the Vendor and the Corporation shall have been duly executed and delivered by the Vendor and this Agreement does and such documents and instruments shall, constitute legal, valid and binding obligations of the Vendor and the Corporation enforceable in accordance with their respective terms.

Residency of Vendor

Broker's Fees

Insurance

Bankruptcy and Insolvency Matters

No action or proceeding has been commenced or filed by or against the Corporation or which seeks or may lead to receivership or the Corporation the adjustment, compromise or composition of claims against them or the appointment of a trustee, receiver, liquidator, custodian, or other similar officer for the Corporation or any portion of their assets. No such action or proceeding has been authorized or is being considered by or on the Corporation and no creditor or equity security holder the Corporation has threatened to commence or advise that it may commence, any such action or proceeding.

To the best of the Corporation's and the Vendor’s knowledge, information and belief, the Corporation has not made nor is it presently considering making an assignment for the benefit of its creditors, and has not requested nor is it currently considering requesting a meeting of its creditors to seek a reduction, compromise, composition, or other accommodation with respect to its indebtedness.

The Vendor has not entered into this Agreement with actual intent to hinder, delay or defraud present or future creditors of the Vendor.

Environmental Matters

The Corporation has been and is in compliance with all applicable laws, including orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency (the "Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any deleterious substances or good, hazardous, corrosive or toxic substances or materials, special wastes, wastes or any other substances, the storage, disposal, discharge, treatment, remediation or release into the environment of which is prohibited, controlled or regulated ("Hazardous Substances").

The Corporation has obtained all Permits under Environmental Laws (the "Environmental Permits") required for the operation of the Business. Each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach of any Environmental Permit and no proceeding is, to the knowledge of the Corporation and the Vendor's, pending or threatened, to revoke or limit any Environmental Permit.

The Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, any of the Assets or facilities or any property or facility that it has at any time owned, occupied, managed, or controlled or in which it has at any time had a legal or beneficial interest to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance.

The Corporation has never received any notice of, nor been prosecuted for an offence alleging non-compliance with any Environmental Laws, and neither the Vendor nor the Corporation has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Business or any of the Assets, nor has the Corporation received notice of any of such orders or directions.

To the knowledge of the Corporation and the Vendor, there are no pending or proposed changes to Environmental Laws that would render illegal or restrict or make more costly the drilling services provided by the Corporation.

The Corporation has not caused or permitted, and the Vendor does not have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of the Assets or any property or facility that the Corporation previously owned or leased, except in accordance with Environmental Laws, or any such release on or from a facility owned or operated by third parties but with respect to which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Corporation or resulting from the Business have been disposed of, treated and stored in compliance with all Environmental Laws.

The Corporation has not received any notice that it is potentially responsible for any clean-up or corrective action under any Environmental Laws at any site. The Corporation has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites.

True, accurate and complete copies of all documents, including any certificates or reports, issued, filed or registered, pursuant to applicable contaminated sites legislation with respect to the Business or the Assets have been provided to the Purchaser.

The Corporation has not conducted any environmental audits, evaluations, assessments, studies or tests relating to the Corporation or to any facility or property which the Corporation has at any time owned, occupied, leased, managed or controlled or in which it has at any time had a legal or beneficial interest.

Representations and Warranties Surviving Closing Date

The covenants, representations and warranties of the Corporation and the Vendor contained in Section Three hereof and elsewhere in this Agreement, and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading.

The covenants, representations and warranties of the Corporation and the Vendor contained in Section Three hereof and elsewhere in this Agreement, shall either be set forth in or, if not, shall be deemed to apply to all assignments, transfers, conveyances or other documents conveying the Purchased Shares hereunder, and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyances or documents, any rule or law, in equity or in statute to the contrary notwithstanding.

Any claims against the Corporation or the Vendor by the Purchaser pursuant to the terms hereof shall not be enforceable against the Vendor unless notice thereof shall have been given in writing to the Corporation and the Vendor within two (2) years from the Closing Date.

The representations and warranties set out in Section 3 relating to tax matters (and the corresponding tax representations and warranties set out in the closing certificates executed by the Vendor) shall survive Closing and continue in full force and effect until, but not beyond, the 180th day following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for taxes under applicable tax legislation in respect of any taxation year to which those representations and warranties extend could be issued under that tax legislation to the Corporation, provided the Corporation did not file any waiver or other document extending that period.

Representations and Warranties

Execution and Delivery of Agreement

The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby do not constitute a breach of a default under the terms of the articles, by-laws or other constating documents of the Purchaser, nor under any agreement to which the Purchaser is a party or by which it is bound.

This Agreement has been duly executed and delivered by the Purchaser or its duly appointed power of attorney and representative, and all documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered by the Purchaser, and this Agreement does, and such documents and instruments shall, constitute legal, valid and binding obligations of the Purchaser and is enforceable in accordance with their respective terms.

Organization and Authority

Income Tax

Investment Canada Act

Consents

No consents of, filings with or approval of any governmental or regulatory body or authority is required by the Purchaser to purchase the Purchased Shares from the Vendor.

The Purchaser is not obligated to obtain the written consent of any person to the transaction contemplated by this Agreement, other than those persons from whom consent has, or prior to the Time of Closing, will be obtained.

Broker's Fees

Regulatory Matters

The Purchaser has not received notice of any defaults under any of the provisions of the Securities Act (Alberta) or any other applicable securities legislation in Canada or the United States of America.

The Purchaser is not a "reporting issuer" as defined by the Securities Act (Alberta) in any Canadian jurisdiction or foreign jurisdiction and its common shares are not listed or posted for trading on any stock exchange or trading platform.

Representations and Warranties Surviving Closing Date

The covenants, representations and warranties of the Purchaser contained in Section Four hereof and elsewhere in this Agreement, and in certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of any material facts or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein and therein misleading.

Any claims against the Purchaser by the Vendor pursuant to the terms hereof shall not be enforceable against the Purchaser unless notice thereof shall have been given in writing to the Purchaser within two (2) years from the Closing Date.

Each and every right, remedy and power granted to the Vendor hereunder pursuant to Section Four or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Vendor from time to time concurrently or independently and as often and in such order as the Purchaser may deem expedient.

Notwithstanding Section 4.9 (c), a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.

Purchaser’s Conditions

The Corporation's and Vendor's Representations, Warranties and Covenants. At the Time of Closing, the Corporation and the Vendor shall have executed, delivered and performed all agreements and documents on their part to be performed hereunder; all representations and warranties contained in Section Three shall be true at the Time of Closing, except where a different date is otherwise specified therein, and in such case, at the date specified, with the same effect as if made on and as of such date and The Corporation and the Vendor shall deliver a Certificate executed as of the Time of Closing certifying that all representations and warranties of the Corporation and the Vendor as contained herein are true and correct as of such date, except where a different date is otherwise specified therein, and in such case, at the date specified.

No Material Change. Except for the removal of certain assets from the Corporation prior to Closing and the payment of the dividend to the Vendor at Closing pursuant to Sections 2.2 and 2.3, at the Time of Closing, there shall not have been any material adverse change in the condition (financial or otherwise) of the Assets, liabilities, capitalization or Business of the Corporation from that as set forth in the Financial Statements.

Inspection of Financial Books and Records. Until and including the Time of Closing, the Vendor shall cause the Corporation to make available to the representatives of the Purchaser all material books, accounts, records and other financial and accounting data of the Corporation (including all available audited and unaudited financial statements) in order to enable such representatives to make an examination of the same and shall cause the accountants of the Corporation to give all such material information concerning the affairs of same to such representatives as such representatives may reasonably request.

Inspection of Non-Financial Books and Records. The Vendor shall have caused the Corporation to make available to Counsel for the Purchaser all Documents, minute books and other corporate records and all documents of title and related records and other material data of the Corporation in order to enable such Counsel to make an examination of the same.

Approvals. At the Time of Closing, there shall have been obtained the written consents or approvals, in form and substance satisfactory to the Purchaser, acting reasonably, of any governmental or regulatory agency or person whose consent to the transactions contemplated hereby is required, including, but without limitation the approval by the board of directors of the Corporation.

No Litigation. At the Time of Closing, no litigation or proceeding shall be pending or threatened to restrain, set aside or invalidate the transactions contemplated by, or to obtain substantial damages in respect of, this Agreement or the Vendor's ownership of the Purchased Shares or operation of the Business of the Corporation.

Corporate Proceedings. At the Time of Closing, all necessary steps and corporate proceedings, as approved by Counsel for the Purchaser, shall have been taken to permit the Purchased Shares to be duly and regularly transferred to the Purchaser.

Tax Matters. Until and including the Effective Date, the Vendor shall cause the Corporation to file duly and timely all tax returns required to be filed by it and to promptly pay all taxes and assessments due and owing; not to permit the Corporation to enter into an agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or the payment or assessment of any tax, governmental charge or deficiency.

Closing Documents. The Corporation shall have executed and delivered to the Purchaser all documents as the Purchaser or the Purchaser’s Counsel may reasonably request for the purposes of effecting the transfer and delivery of the Purchased Shares in accordance with the terms of this Agreement, including the following:

Certificate representing the Purchased Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as the Purchaser may reasonably request to effectively transfer to the Purchaser title to the Purchased Shares free and clear of all encumbrances;

Original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Corporation;

All other Books and Records;

A certified copy of a resolution of the board of directors of the Corporation consenting to the transfer of the Purchased Shares from the Vendor to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Corporation;

Consent of two directors appointed by the Purchaser to the board of directors of the Corporation;

A certificate of status or its equivalent of the Corporation under the laws of the jurisdiction of its incorporation; and

A certificate of incumbency of the Corporation ..

Delivery of Documents. The Corporation shall deliver to the Purchaser, or make arrangements satisfactory to the Purchaser, to deliver, in organized form all Documents relating to the Corporation as are in the possession of the Corporation at the Closing Date.

Due Diligence. Completion by the Purchaser of satisfactory due diligence on the Corporation and its Assets.

Financing. The Purchaser shall have secured the necessary financing to satisfy the cash requirements of the Purchase Price referred to in Section 2.4 herein, on terms and conditions satisfactory to the Purchaser.

Financial Statements. The review to the sole satisfaction of the Purchaser of the Financial Statements of the Corporation.

Vendor's Conditions

Purchaser’s Representations, Warranties and Covenants. At the Time of Closing, the Purchaser shall have executed, delivered and performed all agreements and documents on its part to be performed hereunder; all representations and warranties contained in Section Four shall be true at the Time of Closing, with the same effect as if made on and as of such date and the Purchaser shall deliver a Certificate executed as of the Time of Closing certifying that all representations and warranties of the Purchaser as contained herein are true and correct as of such date.

Approvals. At the Time of Closing, there shall have been obtained the written consents or approvals, in form and substance satisfactory to the Vendor, acting reasonably, of any governmental or regulatory agency or person whose consent to the transactions contemplated hereby is required, including, but without limitation, approval by the board of directors of the Purchaser.

Purchase Price. The Purchaser shall tender the Purchase Price payable by the Purchaser to the Vendor pursuant to Section 2.4 hereof.

Due Diligence. Completion by the Corporation of a satisfactory due diligence on the Purchaser.

No Litigation. At the Time of Closing, no litigation or proceeding shall be pending or threatened to restrain, set aside or invalidate the transactions contemplated by, or to obtain substantial damages in respect of, this Agreement or operation of the Business of the Purchaser.

Closing Documents. The Purchaser shall have executed and delivered to the Corporation and the Vendor all documents as the Corporation and the Vendor may reasonably request for the purposes of effecting the payment of the Purchase Price.

Rescission and Termination

Satisfaction of Conditions. All of the Parties covenant and agree with the other Parties to use all reasonable efforts until the Closing Date to take or refrain from taking any actions with the intent that the conditions precedent, as set forth in Section Five hereof, shall be satisfied and all covenants and agreements herein made by them shall have been performed. The Purchaser shall have the sole and exclusive right to terminate the transaction if the Closing has not occurred by March 31, 2014.

Consequences of Rescission. In the event this Agreement is rescinded and terminated pursuant to the provisions of Section 5.1 or Section 5.2 hereof, each Party shall be released from all obligations hereunder and each Party shall take all reasonable actions to return the other Parties to the position relative to the Purchase Shares which such Party occupied prior to the execution hereof.

Mutual Indemnifications for Breaches of Warranties, Etc.

Liability Cap and Threshold

Closing and Closing Date

Access to Premises and Records

Expenses

Commissions, Etc.

Documents and Information Confidential

Time of the Essence

Governing Law

Counterparts

Notices

if to the Corporation or the Vendor at:

if to Alta or Lithium at:

Enurement

Further Assurances

Public Announcements

The Corporation and the Vendor acknowledge that, as the Purchaser is a wholly owned subsidiary of a reporting issuer, that the Purchaser and its parent company are required to give public disclosure with respect to the transaction contemplated by the Agreement and any ongoing matters with respect to the Corporation and the Corporation and the Vendor hereby consent to any such disclosure required to satisfy the Purchaser’s reporting requirements.

Notwithstanding the foregoing, the Parties may disclose any information required to be disclosed to any federal, provincial, state or local government or governmental agency or regulatory body, branch, board, agency or necessary to comply with relevant timely disclosure laws or the requirements of regulatory authorities, including stock exchange, having jurisdiction in respect of the securities of the Parties.

Severability

DESCRIPTION OF OPERATIONS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

PROPERTY AND EQUIPMENT

OBLIGATIONS UNDER CAPITAL LEASE

RELATED PARTY TRANSACTIONS

FINANCIAL INSTRUMENTS

COMPARATIVE FIGURES

Promissory Note to Smith Holdings Group Ltd. in the amount of $500,000.

LLR liability to Energy Department of Alberta in the amount of $270,000 which is secured by an LC.

Garry Hofmann

Natel Hofmann

Timothy Lewandoski

Mickey Barca

John Beute