UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2021 |
Or
☐ |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
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For the transition period from ________________to ________________ |
Commission File Number 000-54332
LITHIUM CORPORATION |
(Exact name of registrant as specified in its
charter) |
Nevada |
|
98-0530295 |
(State or other jurisdiction of incorporation or
organization) |
|
(IRS Employer Identification No.) |
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|
|
1031 Railroad St.
Ste. 102B, Elko, Nevada |
|
89801 |
(Address of principal executive offices) |
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(Zip Code) |
(775) 410-5287
(Registrant’s telephone number,
including area code)
____________________________________________________________
(Former name, former address and
former fiscal year, if changed since last report)
Securities registered pursuant to
Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of exchange on which registered |
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Common Stock |
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LTUM |
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N/A |
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 past 90
days. Yes ☒ No ☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to
be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
☐ |
Accelerated filer ☐ |
☐ |
Non - Accelerated filer ☒ |
☐ |
Smaller reporting company |
☒ |
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date. 101,092,441 common shares issued and outstanding as
of August 16, 2021
LITHIUM CORPORATION
FORM 10-Q
TABLE OF CONTENTS
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3 |
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3 |
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Management’s
Discussion and Analysis of Financial Condition and Results of Operations |
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12 |
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26 |
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26 |
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27 |
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27 |
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27 |
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27 |
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27 |
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27 |
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27 |
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28 |
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29 |
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2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial
statements for the six month period ended June 30, 2021
form part of this quarterly report. They are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
LITHIUM Corporation |
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Balance Sheets |
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June 30, 2021 |
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December 31, 2020 |
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(unaudited) |
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ASSETS |
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CURRENT ASSETS |
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Cash |
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$ |
977,433 |
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$ |
191,125 |
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Deposits |
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|
700 |
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|
700 |
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Prepaid expenses |
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7,433 |
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14,226 |
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Total Current
Assets |
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985,566 |
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206,051 |
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TOTAL ASSETS |
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$ |
985,566 |
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$ |
206,051 |
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LIABILITIES
AND STOCKHOLDERS' EQUITY |
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LIABILITIES |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
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$ |
21,293 |
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$ |
14,816 |
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Allowance for optioned properties |
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50,000 |
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- |
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TOTAL CURRENT
LIABILITIES |
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71,293 |
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14,816 |
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TOTAL LIABILITIES |
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71,293 |
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14,816 |
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Commitments and
contingencies |
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STOCKHOLDERS' EQUITY |
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Common stock, 3,000,000,000 shares
authorized, par value $0.001; 99,566,370 and 95,651,644 common
shares outstanding, respectively |
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99,567 |
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95,652 |
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Additional paid in capital |
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5,733,421 |
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4,322,347 |
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Additional paid in capital - options |
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191,513 |
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191,513 |
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Additional paid in capital - warrants |
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369,115 |
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369,115 |
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Accumulated deficit |
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(5,479,343 |
) |
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(4,787,392 |
) |
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TOTAL STOCKHOLDERS'
EQUITY |
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914,273 |
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191,235 |
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY |
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$ |
985,566 |
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$ |
206,051 |
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The accompanying notes are an
integral part of these financial statements.
3 |
LITHIUM Corporation |
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Statements of Operations |
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(unaudited) |
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Three Months Ended |
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Three Months Ended |
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Six Months Ended |
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Six Months Ended |
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REVENUE |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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OPERATING EXPENSES |
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Professional fees |
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18,418 |
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6,901 |
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54,527 |
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18,551 |
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Exploration expenses |
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8,436 |
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4,139 |
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35,068 |
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4,139 |
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Consulting fees - related party |
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30,000 |
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18,000 |
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60,000 |
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40,500 |
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Consulting fees |
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(15,587 |
) |
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- |
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557,468 |
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- |
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Transfer agent and filing fees |
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8,375 |
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4,548 |
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16,156 |
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9,113 |
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Travel |
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3,131 |
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55 |
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3,173 |
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3,138 |
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General and administrative expenses |
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4,243 |
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2,583 |
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6,559 |
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5,958 |
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TOTAL OPERATING EXPENSES |
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57,016 |
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36,226 |
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732,951 |
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81,399 |
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LOSS FROM OPERATIONS |
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(57,016 |
) |
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(36,226 |
) |
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(732,951 |
) |
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(81,399 |
) |
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OTHER INCOME (EXPENSES) |
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Other income |
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26,000 |
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- |
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41,000 |
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- |
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TOTAL OTHER INCOME
(EXPENSE) |
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26,000 |
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- |
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41,000 |
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- |
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LOSS BEFORE INCOME TAXES |
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(31,016 |
) |
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(36,226 |
) |
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(691,951 |
) |
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(81,399 |
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PROVISION FOR INCOME
TAXES |
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- |
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- |
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- |
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- |
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NET LOSS |
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$ |
(31,016 |
) |
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$ |
(36,226 |
) |
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$ |
(691,951 |
) |
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$ |
(81,399 |
) |
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NET LOSS PER SHARE:
BASIC AND DILUTED |
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$ |
(0.00 |
) |
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$ |
(0.00 |
) |
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$ |
(0.01 |
) |
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$ |
(0.00 |
) |
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WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING: BASIC AND DILUTED |
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98,385,558 |
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95,651,644 |
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97,579,378 |
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|
95,651,644 |
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The accompanying notes are an
integral part of these financial statements.
4 |
LITHIUM Corparation |
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Statements of Stockholders' Equity |
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Additional |
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Additional |
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Additional |
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Paid-in |
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Paid-in |
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Total |
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Common Stock |
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Paid-in |
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Capital - |
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Capital - |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Warrants |
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Options |
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Deficit |
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Equity |
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Balance, December
31, 2019 |
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|
95,651,644 |
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$ |
95,652 |
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$ |
4,322,347 |
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$ |
369,115 |
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$ |
191,513 |
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$ |
(4,628,072 |
) |
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$ |
350,555 |
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Net loss |
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- |
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|
- |
|
|
|
- |
|
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- |
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|
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- |
|
|
|
(159,320 |
) |
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(159,320 |
) |
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Balance, December 31,
2020 |
|
|
95,651,644 |
|
|
|
95,652 |
|
|
|
4,322,347 |
|
|
|
369,115 |
|
|
|
191,513 |
|
|
|
(4,787,392 |
) |
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|
191,235 |
|
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Shares issued for
services |
|
|
1,375,779 |
|
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|
1,376 |
|
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|
555,814 |
|
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|
- |
|
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|
- |
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|
- |
|
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|
557,190 |
|
Shares issued for cash |
|
|
2,538,947 |
|
|
|
2,539 |
|
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|
855,260 |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
857,799 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(691,951 |
) |
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(691,951 |
) |
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Balance, June 30, 2021
(unaudited) |
|
|
99,566,370 |
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$ |
99,567 |
|
|
$ |
5,733,421 |
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|
$ |
369,115 |
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|
$ |
191,513 |
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|
$ |
(5,479,343 |
) |
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$ |
914,273 |
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The accompanying notes are an
integral part of these financial statements
5 |
LITHIUM Corporation |
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Statements of Cash Flows |
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(unaudited) |
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Six Months Ended |
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Six Months Ended |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss for the period |
|
$ |
(691,951 |
) |
|
$ |
(81,399 |
) |
Adjustment to reconcile
net income to net cash used in operating activities |
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Shares issued for services |
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|
557,190 |
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|
- |
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Changes in assets and
liabilities: |
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Decrease in prepaid expenses |
|
|
6,793 |
|
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|
6,000 |
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Increase (decrease) in accounts payable and
accrued liabilities |
|
|
6,477 |
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|
(4,208 |
) |
Net Cash Used in
Operating Activities |
|
|
(121,491 |
) |
|
|
(79,607 |
) |
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CASH FLOWS FROM
INVESTING ACTIVITY: |
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Cash from properties |
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50,000 |
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|
- |
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Shares issued for cash |
|
|
- |
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|
- |
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Net Cash Provided by
Investing Activity |
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|
50,000 |
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|
- |
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CASH FLOWS FROM
FINANCING ACTIVITY: |
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|
|
|
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|
Shares issued for cash |
|
|
857,799 |
|
|
|
- |
|
Net Cash Provided by
Financing Activity |
|
|
857,799 |
|
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|
- |
|
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Increase (Decrease) in
cash |
|
|
786,308 |
|
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|
(79,607 |
) |
Cash, beginning of
period |
|
|
191,125 |
|
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|
346,260 |
|
Cash, end of period |
|
$ |
977,433 |
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|
$ |
266,653 |
|
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SUPPLEMENTAL CASH FLOW
INFORMATION: |
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Cash paid for interest |
|
$ |
- |
|
|
$ |
- |
|
Cash paid for income taxes |
|
$ |
- |
|
|
$ |
- |
|
The accompanying notes are an
integral part of these financial statements
6 |
Lithium Corporation
Notes to the Financial Statements
June 30, 2021
(unaudited)
Note 1 - Summary of Significant
Accounting Policies
Lithium Corporation (formerly Utalk
Communications Inc.) (the “Company”) was incorporated on January 30, 2007 under the laws of Nevada. On September 30, 2009, Utalk
Communications Inc. changed its name to Lithium Corporation.
Nevada Lithium Corporation was
incorporated on March 16, 2009 under the laws of
Nevada under the name Lithium Corporation. On September 10, 2009, the Company
amended its articles of incorporation to change its name to Nevada Lithium
Corporation. By agreement dated October 9, 2009 Nevada
Lithium Corporation and Lithium Corporation amalgamated as Lithium Corporation.
Lithium Corporation is engaged in the acquisition and development of certain
lithium interests in the state of Nevada, and battery or Tech metals prospects
in British Columbia and is currently in the exploration stage.
Accounting Basis
The Company uses the accrual basis of
accounting and accounting principles generally accepted in the United States of
America ("GAAP" accounting). The Company has adopted a December 31
fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand
deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in
bank deposit accounts, the balances of which at times may exceed federally
insured limits. The Company continually monitors its banking relationships and
consequently has not experienced any losses in such accounts. The Company
believes it is not exposed to any significant credit risk on cash and cash
equivalents.
Use of Estimates
The preparation of financial
statements in conformity with 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.
Revenue Recognition
Effective January 1, 2018, the
Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606,
the Company recognizes revenue from the commercial sales of products, licensing
agreements and contracts to perform pilot studies by applying the following
steps: (1) identify the contract with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate
the transaction price to each performance obligation in the contract; and (5)
recognize revenue when each performance obligation is satisfied. For the
comparative periods, revenue has not been adjusted and continues to be reported
under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when
the following criteria are met: (1) persuasive evidence of an arrangement
exists; (2) the performance of service has been rendered to a customer or
delivery has occurred; (3) the amount of fee to be paid by a customer is fixed
and determinable; and (4) the collectability of the fee is reasonably assured.
7 |
Income per Share
Basic income per share is computed by
dividing loss available to common shareholders by the weighted average number
of common shares outstanding during the period. The computation of diluted
earnings per share assumes the conversion, exercise or contingent issuance of
securities only when such conversion, exercise or issuance would have a
dilutive effect on earnings per share. The dilutive effect of convertible
securities is reflected in diluted earnings per share by application of the
"if converted" method. In the periods in which a loss is incurred,
the effect of potential issuances of shares under options and warrants would be
anti-dilutive, and therefore basic and diluted losses per share are the same.
The Company did not have any dilutive securities for the periods ended June 30,
2021 and 2020.
Income Taxes
The asset and liability approach is used to account for income taxes by recognizing deferred
tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.
Financial Instruments
The Company's financial instruments
consist of cash, deposits, prepaid expenses, and accounts payable and accrued
liabilities. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. Because of the short maturity and
capacity of prompt liquidation of such assets and liabilities, the fair value
of these financial instruments approximate their
carrying values, unless otherwise noted.
Mineral Properties
Costs of exploration, carrying and
retaining unproven mineral lease properties are expensed as incurred. Mineral
property acquisition costs are capitalized including licenses and lease
payments. Although the Company has taken steps to verify title to mineral
properties in which it has an interest, these procedures do not guarantee the
Company's title. Such properties may be subject to prior agreements or
transfers and title may be affected by undetected defects. Impairment losses
are recorded on mineral properties used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.
Optioned Properties
Properties under the Company’s
ownership which have been optioned to a third party are deemed the Company’s
property until all obligations under an option agreement are met, at which
point the ownership of the property transfers to the third party. All
non-refundable payments received prior to all obligations under an option
agreement being met are considered liabilities until such time all obligations
have been met, at which time ownership of the property transfers to the third
party and the Company includes option payments into its statement of
operations.
Recent Accounting Pronouncements
In January 2016, the Financial
Accounting Standards Board ("FASB"), issued Accounting Standards
Update ("ASU") 2016-01, "Financial Instruments-Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities," which amends the guidance in U.S. generally accepted
accounting principles on the classification and measurement of financial
instruments. Changes to the current guidance primarily affect the accounting
for equity investments, financial liabilities under the fair value option, and
the presentation and disclosure requirements for financial instruments. In
addition, the ASU clarifies guidance related to the valuation allowance
assessment when recognizing deferred tax assets resulting from unrealized
losses on available-for-sale debt securities.
8 |
Note 2 – Going Concern
As reflected in the accompanying
financial statements, the Company has a working capital of $914,273 as at June 30, 2021 (December 31, 2020: $191,235) and has used
$121,491 (2020: $79,607) of cash in operations for the six months ended
June 30, 2021. This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent on the Company’s ability to raise additional capital and implement
its business plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.
Management believes that actions
presently being taken to obtain additional funding and implement its strategic
plans provide the opportunity for the Company to continue as a going concern.
Note 3 – Fair Value of Financial
Instruments
Under FASB ASC 820-10-5, fair value
is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date (an exit price). The standard outlines a valuation
framework and creates a fair value hierarchy in order to increase the
consistency and comparability of fair value measurements and the related
disclosures. Under GAAP, certain assets and liabilities must be measured at
fair value, and FASB ASC 820-10-50 details the disclosures that are required
for items measured at fair value.
The Company has certain financial
instruments that must be measured under the new fair value standard. The
Company’s financial assets and liabilities are measured using inputs from the
three levels of the fair value hierarchy. The three levels are as follows:
|
- |
Level 1 - Inputs are unadjusted quoted prices in
active markets for identical assets or liabilities that the Company has the
ability to access at the measurement date. |
|
|
|
|
- |
Level 2 - Inputs include quoted prices for
similar assets and liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable for the asset or liability (e.g.,
interest rates, yield curves, etc.), and inputs that are derived principally
from or corroborated by observable market data by correlation or other means
(market corroborated inputs). |
|
|
|
|
- |
Level 3 - Unobservable inputs that reflect our
assumptions about the assumptions that market participants would use in
pricing the asset or liability. |
9 |
The following schedule summarizes the
valuation of financial instruments at fair value on a recurring basis in the
balance sheets as of June 30, 2021 and December 31,
2020, respectively:
|
|
Fair Value Measurements at
June 30, 2021 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
977,433 |
|
|
$ |
- |
|
|
$ |
- |
|
Total Assets |
|
|
977,433 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
977,433 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
Fair Value Measurements at
December 31, 2020 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
191,125 |
|
|
$ |
- |
|
|
$ |
- |
|
Total Assets |
|
|
191,125 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
191,125 |
|
|
$ |
- |
|
|
$ |
- |
|
Note 4 - Prepaid Expenses
Prepaid expenses consisted of the
following at June 30, 2021 and December 31, 2020:
|
|
June 30, 2021 |
|
|
December 31, 2020 |
|
||
Professional fees |
|
$ |
- |
|
|
$ |
- |
|
Transfer agent fees |
|
|
7,433 |
|
|
|
14,226 |
|
Total prepaid expenses |
|
$ |
7,433 |
|
|
$ |
14,226 |
|
Note 5 - Capital Stock
The Company is authorized to
issue 3,000,000,000 shares of it $0.001 par value common stock.
On September 30, 2009, the Company effected a 60-for-1 forward stock split
of its $0.001 par value common stock.
All share and per share amounts have
been retroactively restated to reflect the splits discussed above.
Common Stock
On January 25, 2021, we
issued 380,952 common shares for an aggregate purchase price of
$150,000 and issued 1,375,779 common shares with a fair value of
$557,190 as part of a purchase agreement.
On April 13, 2021, we
issued 357,995 common shares for an aggregate purchase price of
$150,000.
On April 20, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$72,600.
On April 21, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$68,800.
On May 18, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$63,200.
On May 25, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$64,000.
On June 2, 2021, we issued 200,000 common
shares for an aggregate purchase price of $61,800.
10 |
On June 10, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$56,200.
On June 14, 2021, we issued 200,000 common
shares for an aggregate purchase price of $56,800.
On June 21, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$56,800.
On June 28, 2021, we
issued 200,000 common shares for an aggregate purchase price of
$57,599.
Note 6 – Allowance for Optioned
Properties
Fish Lake Valley
On April 29, 2021, the Company
entered into a Letter of Intent with respect to the Fish Lake Property whereby
the purchaser will pay $50,000 within 5 days of signing the letter of
intent (received) and the parties will execute a formal Earn-in Option
Agreement by July 31, 2021 or such other ate as agreed
between the parties.
As of June 30, 2021, the Company has
received $50,000 in relation to the letter of intent. The Company recorded
$50,000 as a liability against the property until either the purchaser
returns the property to the Company or the purchaser
has met all the obligations associated with the agreement, at which time the liability
will be charged to the statement of operations.
The Letter of Intent was signed with
a purchaser that has a common director as the Company. See Note 7.
Note 7 – Related Party Transactions
The Company paid consulting fees
totaling $30,000 and $60,000 to related parties for the three and six
months ended June 30, 2021, respectively (2020: $18,000 and $40,500).
During the three and six months ended
June 30, 2021, the company received $26,000 and $41,000 in
distributions from Summa, LLC, a Limited Liability Corporation with shared
management as the Company. The Company holds a 25% investment in
Summa LLC. The investment was written off in 2016 as there was significant
doubt about the fair value of the investment in the period.
During the three and six months ended
June 30, 2021, the Company has received $50,000 in relation to the letter
of intent signed in relation to the Fish Lake property. See Note 6.
Note 8 – Subsequent Events
The Company has analyzed its
operations subsequent to June 30, 2021 through the
date these financial statements were issued, and has determined that it does
not have any material subsequent events to disclose other than those below.
Subsequent to June 30, 2021, the
Company issued 1,526,071 common shares for proceeds of $484,228.
11 |
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains
forward-looking statements. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
Our unaudited financial statements
are stated in United States Dollars (US$) and are prepared in accordance with
United States Generally Accepted Accounting Principles. The following
discussion should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly 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 quarterly report.
Our financial statements are stated
in United States Dollars (US$) and are prepared in accordance with United
States Generally Accepted Accounting Principles.
In this quarterly 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 quarterly report, the
terms “we”, “us”, “our” and “our company” mean Lithium Corporation and our now
defunct wholly-owned subsidiary Lithium Royalty Corp., a Nevada company, unless
otherwise indicated.
General Overview
We were incorporated under the laws
of the State of Nevada on January 30, 2007 under the
name “Utalk Communications Inc.”. At inception, we were a development stage
corporation engaged in the business of developing and marketing a call-back
service using a call-back platform. Because we were not successful in
implementing our business plan, we considered various alternatives to ensure
the viability and solvency of our company.
On August 31, 2009, we entered into a
letter of intent with Nevada Lithium Corporation regarding a business
combination which could be effected in one of several
different ways, including an asset acquisition, merger of our company and
Nevada Lithium, or a share exchange whereby we would purchase the shares of
Nevada Lithium from its shareholders in exchange for restricted shares of our
common stock.
Effective September 30, 2009, we
effected a 1 old for 60 new forward stock split of our
issued and outstanding common stock. As a result, our authorized capital
increased from 50,000,000 shares of common stock with a par value of $0.001 to
3,000,000,000 shares of common stock with a par value of $0.001 and our then
issued and outstanding shares increased from 4,470,000 shares of common stock
to 268,200,000 shares of common stock.
Also effective September 30, 2009, we
changed our name from “Utalk Communications, Inc.” to “Lithium Corporation”, by
way of a merger with our wholly owned subsidiary Lithium Corporation, which was
formed solely for the change of name. The name change
and forward stock split became effective with the Over-the-Counter Bulletin
Board at the opening for trading on October 1, 2009 under the stock symbol
“LTUM”. Our CUSIP number is 536804107.
12 |
On October 9, 2009, we entered into a
share exchange agreement with Nevada Lithium and the shareholders of Nevada
Lithium. The closing of the transactions contemplated in the share exchange
agreement and the acquisition of all of the issued and outstanding common stock
in the capital of Nevada Lithium occurred on October 19, 2009. In accordance
with the closing of the share exchange agreement, we issued 12,350,000 shares
of our common stock to the former shareholders of Nevada Lithium in exchange
for the acquisition, by our company, of all of the 12,350,000 issued and
outstanding shares of Nevada Lithium. Also, pursuant to the terms of the share
exchange agreement, a director of our company cancelled 220,000,000 restricted
shares of our common stock. Nevada Lithium’s corporate status was allowed to
lapse and the company’s status with the Nevada Secretary of State has been
revoked.
In April of 2016 our company
established a wholly owned subsidiary called Lithium Royalty Corp. The
subsidiary was a Nevada Corporation in which we had planned to build a
portfolio of lithium mineral property royalties. Also in April of 2016 Lithium
Royalty Corp. staked a lithium property consisting of a block of mineral claims
that became known as the North Big Smoky Property. On May 13th, 2016 Lithium Royalty Corp. sold the North Big Smoky property
to 1069934 Nevada Ltd., retaining a Net Smelter Royalty. On April 28, 2017, the
Company entered into an Assignment Agreement with Lithium Royalty Corp. for the
assignment of the residual interest in the North Big Smoky Property and the
subsidiary was subsequently voluntarily dissolved with the Nevada Secretary of
State with an effective date of April 28, 2017.
Our Current Business
We are an exploration stage mining
company engaged in the identification, acquisition, and exploration of metals
and minerals with a primary focus on lithium mineralization on properties
located in Nevada, and Graphite and Rare Earth Element properties in British
Columbia.
Our current operational focus is to
judiciously conduct exploration activities on all our mineral properties and
generate additional prospects for our exploration portfolio.
On March 2, 2017
we issued a news release announcing that we had signed a letter of intent with
Bormal Resources Inc. with respect to three Tantalum-Niobium properties
(Michael, Yeehaw, and Three Valley Gap) located in British Columbia, Canada.
The Michael property in the Trail
Creek Mining Division was originally staked to cover one of the most compelling
tantalum (Ta) in stream sediment anomalies as seen in
the government RGS database in British Columbia. Bormal conducted a stream
sediment sampling program in 2014, and determined that
the tantalum-niobium in stream sediment anomaly here is bona fide, and in the
order of 6 kilometers in length. In November of 2016 Lithium Corporation
conducted a short soil geochemistry orientation program on the property as part
of its due diligence, and determined that there are
elevated levels of Niobium-Tantalum in soils here.
Also in the general area of the
Michael property the Yeehaw property had been staked over a similar but lower
amplitude Tantalum/rare earth elements in stream sediment anomaly. Both
properties are situated in the Eocene Coryell Batholith, and it is thought that
these anomalies may arise from either Carbonatite or Pegmatite type deposits.
The Company conducted a helicopter borne bio-geochemical survey on these two
properties in June 2017, which did return anomalous results. This was followed
up by a geological and geochemical examination of the Yeehaw property in early
July 2017, and additional work of a similar nature subsequently in July 2017,
and in early October 2017. The examination uncovered a zone roughly 30 meters
wide which includes an interval that is mineralized with approximately 0.75%
Total Rare Earth Elements (TREE’s). Preliminary geological, and geochemical
work were performed on the Michael property in October of 2016, followed by a
brief airborne biogeochemical survey in June of 2017, and additional ground
geological and geochemical assessment work in early October,
2017, follow-up work in May of 2018, and more work in 2019, and 2020.
The third property – Three Valley
Gap, is in the Revelstoke Mining Division and is situated in a locale where
several Nb-Ta enriched carbonatites have been noted to occur. A brief field
program by Bormal in 2015 located one of these carbonatites, and concurrent
soil sampling determined that the soils here are enriched with Nb-Ta over the
known carbonatite, and indicated that there are other
geochemical anomalies locally that may indicate that more carbonatites exist
here and are shallowly buried.
13 |
On February 23, 2018
we issued a news release announcing that we had dropped any interest in the
Michael and Three Valley Gap properties, and had renegotiated the final share
payment as required in the agreement from 750,000 to 400,000 shares. The final
consideration shares have been issued and the Yeehaw property has been
transferred by Bormal. During 2017 the Company conducted initial stream, rock
and magnetometer surveys on the property, and discovered a 30 meter wide
structure (Horseshoe Bend showing) that exhibits anomalous Titanium/REE
mineralization. The company had staked an additional 5227 acre (2115.51
hectares) mineral claim and conducted a brief exploration program in Spring
2018 of geological mapping and rock and soil sampling on the property. This
program discovered a slightly stronger zone of similar mineralization
approximately 660 feet (200 meters) to the northwest of the Horseshoe Bend, and
similar float mineralization another 0.75 miles (1.2 kms) further to the
northwest. Work in 2019, and 2020 discovered the extension to the west of the
mineralized structure, and also similar mineralized float was found to the east
that possibly indicates it strikes under cover in that direction also.
On February 16, 2017
we issued a news release announcing that we had signed a letter of intent with
Nevada Sunrise Gold Corp. with respect to our Salt Wells lithium in brine prospect
located in Churchill County Nevada.
Under the terms of the agreement NEV
(TSX-V - NEV, OTC - NVSGF) could have earned a 100% interest in the Property
subject to a 2% Net Smelter Royalty (NSR) by making staged payments of cash and
shares over the next two years. The terms are;
|
· |
$10,000 non-refundable deposit on signing the LOI |
|
|
|
|
· |
$15,000 & issue 400,000 common shares of NEV on the later of TSX-V
approval or the signing of a formal definitive agreement |
|
|
|
|
· |
$50,000 & 500,000 shares - 1st anniversary |
|
|
|
|
· |
$75,000 & 600,000 shares - 2nd anniversary |
NEV was to pay all claim and other
property related fees during the earn-in phase of the agreement,
and would have also retained the right to purchase one half (1%) of the
NSR at any time up until the third anniversary of the signing of the formal
agreement for $1,000,000. Issues arose with respect to the claim block and
Nevada Sunrise’s understanding of the placement of the block, and ultimately it
was determined that the Company would be best served by cancelling the
agreement and refunding the money (minus bank fees) that Nevada Sunrise had
sent. An informal letter agreement releasing the parties of all obligations
save for the Area of Mutual Interest clause, was executed by both parties on
May 5, 2017.
On May 13, 2016
our wholly owned subsidiary sold 100% of the interest in the North Big Smoky
Property through a Property Acquisition Agreement with the private company
1069934 Nevada Ltd. ("Purchaser"). Consideration paid to Lithium
Royalty Corp. consisted of $10,000.00, reimbursement of staking and filing
fees, 300,000 shares in the "Purchaser Parent", 1069934 B.C. Ltd.,
Lithium Royalty Corp. retained a 2.5% Net Smelter Royalty ("Vendor
NSR") on the North Big Smoky Property and the Purchaser has the right to purchase
up to one-half (50%) of the Vendor NSR for $1,000,000 to reduce the Vendor NSR
to 1.25%. On September 16, 2017 Lithium Corporation
agreed to sell back the shares of 1069934 Nevada Ltd. to San Antone Minerals
Corp. (successor of 1069934) by an agreement dated Sept 13th, 2017
for $3,000. Lithium Corporation was compensated on November 02, 2017.
On February 16, 2016, we issued a
news release announcing that our company has entered into a letter of intent
with 1032701 B.C. Ltd. with respect to our Fish Lake Valley lithium brine
property in Esmeralda County, Nevada. On March 10, 2016
we issued a news release announcing the signing of the Fish Lake Valley Earn-In
Agreement. The terms of the Earn-In Agreement allow 1032701 to earn an 80%
interest in Fish Lake Valley for payments over two years totaling $300,000 and
issuance of 400,000 common shares of the publicly traded company anticipated to
result from a Going Public Transaction, and work performed on the property over
three years in the amount of $1,100,000. 1032701 then has a Subsequent Earn-In
option to purchase Lithium Corporation's remaining 20% working interest within
one year of earning the 80% by paying the Company a further $1,000,000, at that
point the Company would retain a 2.5% Net Smelter Royalty, half of which may be
purchased by 1032701 for an additional $1,000,000. Should the Purchaser elect
not to exercise the Subsequent Earn-In, a joint venture will be established.
During the Joint Venture, should either party be diluted below a 10% working
interest - their interest in the property will revert to a 7.5% Net Smelter
Royalty. The first tranche of cash and shares are to be issued within 60 days
of the signing of the formal agreement. Menika Mining, a publicly traded
company on the TSX Venture Exchange trading under the symbol MML announced on
March 8, 2016 that it intended to acquire 1032701 B.C.
Ltd and the right to acquire the Fish Lake Valley Property. Menika Mining
completed the acquisition of 1032701 B.C. and changed their name to American
Lithium Corp. They fulfilled the initial obligations of the Fish Lake Valley
Earn-In-Agreement in April of 2016, and all year 1 and year 2 anniversary
obligations have been met. To date, we have received $300,000 and have received
480,000 common shares (effectively 210,000 shares subsequent to a 10:1 reverse
split and then a 2:1 forward split) in relation to the Fish Lake option
agreement. The Company received formal relinquishment of the Purchasers right
to earn the interest in the property on April 30th 2019.
14 |
Effective May 3, 2016, our company
entered in to an Exploration Earn-In Agreement with
1067323 B.C. Ltd. with respect to our San Emidio property. The terms of the
formal agreement are; payment of $100,000, issuance of
300,000 common shares of 1067323 B.C. Ltd., or of the publicly traded company
anticipated to result from a Going Public Transaction, and work performed on
the property by the Optionee in the amount of $600,000 over the next three
years to earn an 80% interest in the property. 1067323 then has a subsequent
Earn-In option to purchase Lithium Corporation's remaining 20% working interest
within three years of earning the 80% by paying our company a further
$1,000,000, at that point our company would retain a 2.5% Net Smelter Royalty,
half of which may be purchased by 1067323 for an additional $1,000,000. Should
the Purchaser elect not to exercise the Subsequent Earn-In, a joint venture
will be established. 1067323 B.C. Ltd. merged with American Lithium Corp., and
the first tranche of cash and shares were issued in June of 2016. The Company
waived the work requirement for the first year and received 100,000 shares of
American Lithium Corp. in May of 2017. During the period ended June 30, 2018,
the Company received notification that the purchaser had returned the property
and, as such, $202,901 was taken into income.
On April 29, 2021
we signed a Letter Of Intent (LOI) with Altura Mining Limited an Australian
Lithium explorer and developer, whereby the Altura can earn a 60% interest in
the Fish Lake Valley property by paying the Company $675,000, issuing the
equivalent of $500,000 worth of Altura stock, and expending $2,000,000 of
exploration work in the next four years. To date Altura has paid the initial
$50,000 due at the signing of the LOI, and the parties had until July 31, 2021 to enter into a formal agreement, however Lithium
Corporation has agreed to extend the due diligence period until August 31,
2021.
Our company intends to continue
identifying additional lithium properties in Nevada and to conduct exploration
on our British Columbia properties, while resuming exploration at San Emidio,
and tracking progress at Fish Lake Valley. We will continue assessing our
options with respect to our 25% interest in Summa, LLC, a private Nevada
company, which holds the residue of Howard Hughes’ Summa Corp., and whose
Tonopah prospect is presently optioned to Summa Silver Corp, while generating
new prospects and evaluating property submittals for option or purchase.
Fish Lake Valley Property
Fish Lake Valley is a lithium
enriched playa (also known as a salar, or salt pan), which is located in
northern Esmeralda County in west central Nevada, and the property is roughly
centered at 417050E 4195350N (NAD 27 CONUS). We currently hold eighteen,
80-acre Association Placer claims that cover approximately 1,440 acres (582.75
hectares). Lithium-enriched Tertiary-era Fish Lake formation rhyolitic tuffs or
ash flow tuffs have accumulated in a valley or basinal environment. Over time
interstitial formational waters in contact with these tuffs, have become
enriched in lithium, boron and potassium which could possibly be amenable to
extraction by evaporative methods. Our claim block here has expanded and
contracted twice, at times when the lithium market has contracted, and the
prudent thing to do would be to only maintain essential claims, in order to
preserve capital.
The property was originally held
under mining lease purchase agreement dated June 1, 2009, between Nevada
Lithium Corporation, and Nevada Alaska Mining Co. Inc., Robert Craig, Barbara
Craig, and Elizabeth Dickman. Nevada Lithium issued to the vendors $350,000
worth of common stock of our company in eight regular disbursements. All
disbursements were made of stock worth a total of $350,000, and claim ownership
was transferred to our company.
The geological setting at Fish Lake
Valley is highly analogous to the salars of Chile, Bolivia, and Peru, and more
importantly Clayton Valley, where Albemarle has its Silver Peak lithium-brine
operation. Access is excellent in Fish Lake Valley with all-weather gravel
roads leading to the property from state highways 264, and 265, and maintained
gravel roads ring the playa. Power is available approximately 10 miles from the
property, and the village of Dyer is approximately 12 miles to the south, while
the town of Tonopah, Nevada is approximately 50 miles to the east.
15 |
Our company completed a number of
geochemical and geophysical studies on the property, and
conducted a short drill program on the periphery of the playa in the fall of
2010. Near-surface brine sampling during the spring of 2011 outlined a
boron/lithium/potassium anomaly on the northern portions of the northern playa,
that is roughly 1.3 x 2 miles long, which has a smaller higher grade core where
lithium mineralization ranges from 100 to 150 mg/L (average 122.5 mg/L), with
boron ranging from 1,500 to 2,670 mg/L (average 2,219 mg/L), and potassium from
5,400 to 8,400 mg/L (average 7,030 mg/L). Wet conditions on the playa precluded
drilling there in 2011, and for a good portion of 2012, however a window of
opportunity presented itself in late fall 2012. In November/December 2012 we
conducted a short direct push drill program on the northern end of the playa,
wherein a total of 1,240.58 feet (378.09 meters) was drilled in 20 holes at 17
discrete sites, and an area of 3,356 feet (1,023 meters) by 2,776 feet (846
meters) was systematically explored by grid probing. The deepest hole was 81
feet (24.69 meters), and the shallowest hole that produced brine was 34 feet
(10.36 meters). The average depth of the holes drilled during the program was
62 feet (18.90 meters). The program successfully demonstrated that
lithium-boron-potassium-enriched brines exist to at least 62 feet (18.9 meters)
depth in sandy or silty aquifers that vary from approximately three to ten feet
(one to three meters) in thickness. Average lithium, boron and potassium
contents of all samples are 47.05 mg/L, 992.7 mg/L, and 0.535% respectively,
with lithium values ranging from 7.6 mg/L to 151.3 mg/L, boron ranging from 146
to 2,160.7 mg/L, and potassium ranging from 0.1 to 1.3%. The anomaly outlined
by the program is 1,476 by 2,461 feet (450 meters by 750 meters), and is not
fully delimited, as the area available for probing was restricted due to soft
ground conditions to the east and to the south. A 50 mg/L lithium cutoff is
used to define this anomaly and within this zone average lithium, boron and
potassium contents are 90.97 mg/L, 1,532.92 mg/L, and 0.88% respectively. On
September 3, 2013, we announced that drilling had commenced at Fish Lake
Valley. Due to storms and wet conditions in the area which our company hoped to
concentrate on, the playa was not passable, and so the program concentrated on
larger step-out drilling well off the playa. This 11 hole,
1,025 foot program did prove that mineralization does not extend much, if at
all, past the margins of the playa, as none of the fluids encountered in this
program were particularly briny, and returned values of less than 5 mg/L
lithium.
Our company is very pleased with the
results here, and believes that the playa at Fish Lake
Valley may be conducive to the formation of a “silver peak” style lithium brine
deposit. Our company reviewed the results in regards to
the overall geological interpretation of the lithium, boron and potassium
bearing strata. The results confirm the presence of targeted mineralization and
further evaluation programs will focus on determining the extent and depth of
mineralization. Our company is currently assessing options on how best to
further explore here.
We signed an Exploration Earn-In
Agreement in February 2016 with 1032701 B.C. Ltd., a private British Columbia
company with respect to our Fish Lake Valley lithium brine property.
1032701 B.C. Ltd., had the option to
acquire an initial 80% undivided interest in the Fish Lake Valley property
through the payment of an aggregate of US$300,000 in cash, completing a Going
Public Transaction on or before May 6, 2016, and subject to the completion of
the Going Public Transaction, arranging for the issuance of a total of 400,000
common shares in the capital of the Resulting Issuer as follows: (i) within
five Business Days following the effective date,
|
· |
Pay $100,000 to our company and issue 200,000 common shares of the
TSX-V listed public company. |
|
|
|
|
· |
On or before the first anniversary of the signing of the Definitive
Agreement pay $100,000 to our company and issue 100,000 common shares of the
Optionee/TSX-V listed public company. |
|
|
|
|
· |
On or before the second anniversary of the signing of the definitive
agreement pay $100,000 to our company and issue 100,000 common shares of the
Optionee/TSX-V listed public company. |
The Optionee had to make qualified
exploration or development expenditures on the property of $200,000 before the
first anniversary, an additional $300,000 before the second anniversary, an
additional $600,000 prior to the third anniversary, and make all payments and
perform all other acts to maintain the Property in good standing before fully
earning their 80% interest. Additionally, terms were to be negotiated for the
Optionee to purchase our 20% interest in the property for $1,000,000, at which
point our interest would revert to a 2 1/2% Net Smelter Royalty (NSR). The
Optionee may then elect at any time to purchase one half of our NSR for
$1,000,000.
On April 7, 2016, 1032701 B.C. Ltd.
was acquired by Menika Mining Ltd., which subsequently changed its name to
American Lithium Corp.(TSXV: LI) In connection with the acquisition of 1032701
and in accordance with the Exploration Earn-In Agreement, 200,000 common shares
were issued to our company. In addition, we received payment of $130,000. In
March of 2017 American Lithium Corp. issued 100,000 common shares and paid the
company $100,000 to satisfy their option commitment. In March of 2018 issued
10,000 common shares (as they had recently rolled their stock back on a 1 for
10 basis), and paid the company $100,000. In addition
it was agreed that Lithium Corporation would extend the deadline for the year
two exploration expenditure until September 30th 2018
for consideration of a further 80,000 shares.
16 |
American Lithium Corporation
conducted confirmation shallow brine sampling on the property,
and drilled two exploratory wells off the playa area in 2016. In Summer
2018 they reportedly completed a short seismic survey adjacent to the Company’s
claims here, and attempted to drill a hole on the
Company’s claims but were unsuccessful due to wet ground conditions. On April
30th 2019 American Lithium issued
formal relinquishment of Purchasers right to earn the interest under the
agreement.
On April 29, 2021
we signed a Letter Of Intent (LOI) with Altura Mining Limited an Australian
Lithium explorer and developer, whereby Altura can earn a 60% interest in the
Fish Lake Valley property by paying the Company $675,000, issuing the
equivalent of $500,000 worth of Altura stock, and expending $2,000,000 of
exploration work in the next four years. To date Altura has paid the initial
$50,000 due at the signing of the LOI, and the parties have until July 31, 2021 to enter into a formal agreement, which then starts the
clock in motion. It is anticipated the Company will provide its expertise with
respect to exploration, development, and materials processing as this option
moves forward.
San Emidio Property
The San Emidio property, located in
Washoe County in northwestern Nevada, was acquired through the staking of
claims in September 2011. The four, 80-acre, Association Placer claims
currently held here cover an area of approximately 320 acres (129.50 hectares).
The claim block has expanded and contracted a couple of times, in accordance
with the state of the Lithium market. The property is approximately 65 miles
north-northeast of Reno, Nevada, and has excellent infrastructure.
We developed this prospect during
2009, and 2010 through surface sampling, and the early reconnaissance sampling
determined that anomalous values for lithium occur in the playa sediments over
a good portion of the playa. This sampling appeared to indicate that the most
prospective areas on the playa may be on the newly staked block proximal to the
southern margin of the basin, where it is possible the structures that are
responsible for the geothermal system here may also have influenced lithium
deposition in sediments.
Our company conducted near-surface
brine sampling in the spring of 2011, and a high resolution gravity geophysical
survey in summer/fall 2011. Our company then permitted a 7 hole drilling
program with the Bureau of Land Management in late fall 2011, and a direct push
drill program was commenced in early February 2012. Drilling here delineated a
narrow elongated shallow brine reservoir which is greater than 2.5 miles
length, and which is adjacent to a basinal feature outlined by the earlier
gravity survey. Two values of over 20 milligrams/liter lithium were obtained
from two holes located centrally in this brine anomaly.
Most recently we drilled this
prospect in late October 2012, further testing the area of the property in the
vicinity where prior exploration by our company discovered elevated lithium
levels in subsurface brines. During the 2012 program a total of 856 feet
(260.89 meters) was drilled at 8 discrete sites. The deepest hole was 160 feet
(48.76 meters), and the shallowest hole that produced brine was 90 feet (27.43
meters). The average depth of the seven hole program was 107 feet (32.61
meters). The program better defined a lithium-in-brine anomaly that was
discovered in early 2012. This anomaly is approximately 0.6 miles (370 meters)
wide at its widest point by more than 2 miles (3 kilometers) long. The peak
value seen within the anomaly is 23.7 mg/l lithium, which is 10 to 20 times
background levels outside the anomaly. Our company believes that,
much like Fish Lake Valley, the playa at San Emidio may be conducive to the
formation of a “Silver Peak” style lithium brine deposit, and the recent drilling
indicates that the anomaly occurs at or near the intersection of several faults
that may have provided the structural setting necessary for the formation of a
lithium-in-brine deposit at depth.
In 2016 we signed an Exploration
Earn-In Agreement with 1067323 B.C. Ltd. with respect to our San Emidio
property.
1067323 B.C. Ltd., could have
acquired an initial 80% undivided interest in the San Emidio property through
the payment of an aggregate of US$100,000 in cash, completing a Going Public
Transaction and subject to the completion of the Going Public Transaction,
arranging for the issuance of a total of 300,000 common shares in the capital
of the Resulting Issuer as follows:
|
· |
Within 30 days of the Effective Date pay $100,000 to our company and
issue 100,000 common shares of the TSX-V listed public company. |
|
|
|
|
· |
On or before the first anniversary of the signing of the Definitive
Agreement issue 100,000 common shares of the Optionee/TSX-V listed public
company. |
|
|
|
|
· |
On or before the second anniversary of the signing of the definitive
agreement issue 100,000 common shares of the Optionee/TSX-V listed public
company. |
17 |
The Optionee had to have made
qualified exploration or development expenditures on the property of $100,000
before the first anniversary, an additional $200,000 before the second
anniversary, an additional $300,000 prior to the third anniversary, and make
all payments and perform all other acts to maintain the Property in good
standing before fully earning their 80% interest. Additionally, Optionee has
the right to purchase our 20% interest in the property for $1,000,000, at which
point the our interest would revert to a 2 1/2% Net
Smelter Royalty (NSR). The Optionee may then elect at any time to purchase one
half of our NSR for $1,000,000.
On May 24, 2016, 1067323 B.C. Ltd.
was acquired by American Lithium Corp.(TSXV: LI) In connection with the
acquisition of 1067323 and in accordance with the Exploration Earn-In
Agreement, 100,000 common shares were issued to our company. In addition, we received
payment of $100,000. To date the Company has received 200,000 shares of
American Lithium as consideration under this option agreement.
American Lithium Corp did not conduct
any appreciable exploration work on this prospect, and the Company waived the
$100,000 exploration expenditure provision for Year 1 of the option agreement.
In early June 2018 the Company was notified that American Lithium was allowing
the option earn-in to lapse. The Company received a drilling permit from the
BLM in Winnemucca, for up to 3 RC drill holes here, and the Company was intent
on drilling these in 2019, however with the downturn in the Lithium market at
that point exploration here was put on hold. Now that the price for lithium has
improved the Company is currently assessing its options for future exploration
here.
BC Sugar Flake Graphite Property
On June 6, 2013, we entered into a
mining claim sale agreement with Herb Hyder wherein Mr. Hyder agreed to sell to
our company a 50.829 acre (20.57 hectare) claim located in the Cherryville area
of British Columbia. As consideration for the purchase of the property, we
issued 250,000 shares of our company’s common stock to Mr. Hyder. In addition
to the acquired claim, our company staked or acquired another 13 claims at various
times over the subsequent months, to bring the total area held under tenure to
approximately 19,816 acres (8,020 hectares). The flake graphite mineralization
of interest here is hosted predominately in graphitic quartz/biotite, and
lesser graphitic calc-silicate gneisses. The rocks in the general area of the
BC Sugar prospect are similar to the host rocks in the area of the Crystal
Graphite deposit 55 miles (90 kms) to the southeast. Over the past three years
the claim block here has been strategically decreased, and the Company
currently holds one tenure encompassing 203 acres (82.23 hectares).
The BC Sugar property is within in
the Shushwap Metamorphic Complex, in a geological environment favorable for the
formation of flake graphite deposits, and is in an area of excellent logistics,
with a considerable network of logging roads within the project area.
Additionally the town of Lumby is approximately 19 miles (30 kms) to the south
of the property, while the City of Vernon is only 30 miles (50 kms) to the
southwest of the western portions of the claim block.
We received final assays from the
October 2013 prospecting and geological program at the BC Sugar property in
December of 2013. That work increased the area known to be underlain by
graphitic bearing gneisses, and further evaluations were made in the area of
the Sugar Lake, Weather Station, and Taylor Creek showings. In the general
vicinity of the Weather Station showing, a further 13 samples were taken, and
hand trenching was performed at one of several outcrops in the area. In the
trench a 5.2 meter interval returned an average of 3.14% graphitic carbon, all
in an oxidized relatively friable gneissic host rock. Additionally a
hydrothermal or vein type mineralized graphitic quartz boulder was discovered
in the area which graded up to 4.19% graphitic carbon. The source of this
boulder was not discovered during this program, but it is felt to be close to
its point of origin. Samples representative of the mineralization encountered
here were taken for petrographic study, which was received in late 2013. A
brief assessment work program was performed in September 2014 to ensure all
claims in the package were in good standing prior to the anticipated sale of
this asset to Pathion Inc. Recommendations were made by the consulting
geologist who wrote the assessment report with respect to trenching, and
eventually drilling the Weather Station showing. Our company submitted a Notice
of Work to the BC Government in early May 2015 to enable our company to conduct
a program of excavator trenching, sampling and geological mapping on the
Weather Station showing. In May of 2015 we signed an agreement with KLM
Geosciences LLC of Las Vegas to conduct a short Ground Penetrating Radar (GPR)
survey on the property in the Weather Station – Taylor Creek areas. The GPR
survey as well as a GEM-2 electromagnetic (EM) survey took place in
approximately mid-May 2015. The GPR survey did not provide useful data because
of the moisture saturation in the shallow subsurface. The EM survey
successfully generated an anomaly over known mineralization as well as extended
the anomaly to the west under an area of cover consisting of glacial/fluvial
till. Lithium Corporation is pleased with the results of the EM survey and has
modified our work plans to include additional work that builds on the results
of this survey.
18 |
In August of 2015 our Notice of Work
for trenching was approved by the BC Government and in October we commenced
work. A trench of 265.76 feet (81 meters) was excavated and graphitic gneiss
was mapped and sampled. In all 23 samples were taken over the 69 meters of
exposed mineralization that could be safely sampled. Trench depths varied from
1.2 meters in areas of semi-consolidated rock to 4.8 meters in areas of mainly
decomposed material. There was an approximately 12 meter section of the trench
of sand, and fluvial till in an ancient stream bed where the excavator could
not reach the graphitic material that is inferred to exist at depths greater
than 5 meters. Also there was a 4 meter section at depths from 4.8 to 5 meters
where graphite mineralization could be seen at depth, but
could not be safely sampled.
The entire 69 meter interval that was
sampled averaged 1.997% graphitic carbon, and mineralization remains open in
all directions. Within that interval there was a 30 meter section that averaged
2.73% graphitic carbon, and within that interval there was a 12 meter section
that averaged 2.99% graphitic carbon. The best mineralization, and most friable
material is proximal to the aforementioned abandoned creek channel, and it
appears that proximity to this feature gave rise to the deep weathering profile
encountered here. Determining the tenor, and extent of the friable material
were the two major objectives of this program as this material, which is very
similar to that mined at Eagle Graphite’s operation is very easy/economical to
be mined and processed, and typically contains the highest percentages of
graphite over consistent widths.
The Company revised its trenching
permit in 2017 and conducted a program of 12 mechanized test pits in May 2018.
This work was done in an area ranging from 1 to 1.5 kilometers to the east of
the Weather Station Zone in a zone of numerous discrete conductors detected
during the 2015 FDEM geophysical survey. Three of these pits intercepted
weathered weak to moderately mineralized graphitic material with the best assay
being 2.62% graphitic, carbon, and six test pits bottomed in non-mineralized
bedrock. The remaining three did not reach bedrock or intercept graphitic
material prior to reaching the maximum digging capability of the excavating
equipment used. The Company has reduced its acreage holdings here to
approximately 203 acres (82 hectares) to facilitate applying 5 years assessment
credit to the property, and is effectively looking to
place it on the “back burner” in favor of developing other prospects that are
of greater commercial interest at this point.
The Hughes Claims
Effective April 23, 2014, we entered
into an operating agreement with All American Resources, L.L.C and TY &
Sons Investments Inc. with respect to Summa, LLC, a Nevada limited liability
company incorporated on December 12, 2013, wherein we hold a 25% membership in
a number of patented mining claims that spring from the once vast holdings of
Howard Hughes. Our company’s initial capital contribution paid to Summa, LLC
was $125,000, of which $100,000 was in cash and the balance in services.
Our company participated in the
formation of Summa, which holds 88 fee-title patented lode claims, which cover
approximately 1,191.3 acres of prospective mineral lands. Our company has
recently signed a joint operating agreement with the other participants to
govern the conduct of Summa, and the development of the lands. Our company’s
president, Tom Lewis, has been named as a managing member of Summa.
The Hughes lands are situated in six
discrete prospect areas in Nevada, the most notable of which being the Tonopah
block in Nye County where Summa holds 56 claims that cover approximately 770
acres in the heart of the historic mining camp where over 1.8 million ounces of
gold and 174 million ounces of silver were produced predominately in the early
1900’s. The Hughes claims include a number of the prolific past producers in
Tonopah, such as the Belmont, the Desert Queen, and the Midway mines. In
addition there are also claims in the area of the past producing Klondyke East
mining district, which is to the south of Tonopah, and at the town of Belmont
(not to be confused with the Belmont claim in Tonopah), Nevada, another notable
silver producer from the 1800’s, which is roughly 40 miles to the northeast of
Tonopah.
19 |
Recently research has been conducted
on the Hughes properties, focusing on the Tonopah area where reporting in the
1980’s, indicate that over 2.175 million tons of mine dumps and mill tailings
exist at surface on Summa’s properties that contain in the order of 3.453
million ounces of silver, and 28,500 ounces of gold. In addition to this easily
extractable surficial resource, other reports indicate that 300 - 500,000 tons
of mineralized material is expected to remain at depth
in old workings on Summa’s properties, which is believed to contain an average
20 ounces silver and 0.20 ounces gold per ton. Also several partially tested
exploration targets have been identified on Summa’s Tonopah claims, where
further work could potentially lead to a marked increase in known underground
resources.
West Kirkland Mining has been working
on the development of their 75% owned project in Tonopah, most recently
drilling to increase the resource at the Three Hills gold/silver deposit where
they intend to kick-off their mining efforts in the future. To that end they
have bought an additional six patented mining claims here recently,
and have also negotiated an agreement to procure rights for the water
that they will need for processing. Presently the reserve at their
Hasbrouck/Three Hills/Hill of Gold project stands at 45.3 million tons
containing 762,000 ounces gold, and 10.6 million ounces Silver. Coeur Mines and
partner Idaho North Resources drilled in the Klondyke area to the south of
Tonopah (the same area where Summa holds several patented mining claims that
arise from the Hughes acquisition), and have done some
drilling recently in Tonopah on a prospect they have optioned adjacent and to
the west of Summa’s holdings.
The ongoing litigation with respect
to Summa’s Tonopah holdings had precluded investing time or money into the
property, however in 2018 Summa won a “quiet title” case in the Fifth Judicial
Court in Tonopah, which determined that Summas’ title is superior to all other
claimants. In 2020 Summa, LLC signed an option agreement with 1237025 Nevada
Ltd., which eventually merged with a CSE listed company that ultimately became
Summa Silver Corp. Under the terms of the agreement Summa Silver has undertaken
to explore the property, pay $400,000 in cash and $400,000 in shares and incur
$1.5 million in exploration expenditures in installments over the next five
years. The first anniversary of the agreement occurred in March 2021, with
Summa Silver having drilled the property continuously from June until December, and expending over $4,000,000 in exploration on
the property during that time. Lithium Corporation received $13,000 from Summa,
LLC as disbursements relating to the Tonopah option in Q1 2021. Should all
terms of the option agreement be met Summa, LLC will retain a 1% Net Smelter
Royalty, one half of which Summa Silver may purchase for $4,000,000. Summa
Silver resumed drilling/exploration on the property in April 2021.
We are currently pursuing other
properties which are believed to be prospective for hosting lithium, graphite,
nickle - cobalt and Rare Earth Element mineralization, as well as evaluating a
wide range of opportunities brought to our company by third parties.
Additionally our company continues
its generative program exploring for new deposits of next generation battery
related materials.
Results of Operations
Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020
We had net loss of $31,016 for the
three month period ended June 30, 2021, which was $5,210 less than the net loss
of $36,226 for the three month period ended June 30, 2020. The change in our
results over the two periods is primarily the result of an increase in
professional fees, exploration expenses, consulting fees, transfer agent and
filing fees and travel offset by an increase of other income in relation to the
comparative period.
20 |
The following table summarizes key
items of comparison and their related increase (decrease) for the three month
periods ended June 30, 2021 and 2020:
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Change Between Period Ended and June 30, |
|
|||
Professional fees |
|
$ |
18,418 |
|
|
$ |
6,901 |
|
|
$ |
11,517 |
|
Exploration expenses |
|
|
8,436 |
|
|
|
4,139 |
|
|
|
4,297 |
|
Consulting fees |
|
|
(15,587 |
) |
|
|
- |
|
|
|
(15,587 |
) |
Consulting fees –
related party |
|
|
30,000 |
|
|
|
18,000 |
|
|
|
12,000 |
|
Transfer agent and
filing fees |
|
|
8,375 |
|
|
|
4,548 |
|
|
|
3,827 |
|
Travel |
|
|
3,131 |
|
|
|
55 |
|
|
|
3,076 |
|
General and
administrative |
|
|
4,243 |
|
|
|
2,583 |
|
|
|
1,660 |
|
Other loss (income) |
|
|
(26,000 |
) |
|
|
- |
|
|
|
(26,000 |
) |
Net loss (income) |
|
$ |
31,016 |
|
|
$ |
36,226 |
|
|
$ |
(5,210 |
) |
Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
We had net loss of $691,951 for the
six month period ended June 30, 2021, which was $610,552 more than the net loss
of $81,399 for the six month period ended June 30, 2020. The change in our
results over the two periods is primarily the result of a gain/loss on sale of
an increase in professional fees, exploration expenses, consulting fees,
transfer agent and filing fees and travel offset by an increase of other income
in relation to the comparative period.
The following table summarizes key
items of comparison and their related increase (decrease) for the six month
periods ended June 30, 2021 and 2020:
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
Change Between Period Ended June 30, 2021 and June 30, |
|
|||
Professional fees |
|
$ |
54,527 |
|
|
$ |
18,551 |
|
|
$ |
35,976 |
|
Exploration expenses |
|
|
35,068 |
|
|
|
4,139 |
|
|
|
30,929 |
|
Consulting fees –
related party |
|
|
60,000 |
|
|
|
40,500 |
|
|
|
19,500 |
|
Consulting fees |
|
|
557,468 |
|
|
|
- |
|
|
|
557,468 |
|
Transfer agent and
filing fees |
|
|
16,156 |
|
|
|
9,113 |
|
|
|
7,043 |
|
Travel |
|
|
3,173 |
|
|
|
3,138 |
|
|
|
35 |
|
General and
administrative |
|
|
6,559 |
|
|
|
5,958 |
|
|
|
601 |
|
Other loss (income) |
|
|
(41,000 |
) |
|
|
- |
|
|
|
- |
|
Net loss (income) |
|
$ |
691,951 |
|
|
$ |
81,399 |
|
|
$ |
610,552 |
|
Revenue
We have not earned any revenues since
our inception and we do not anticipate earning
revenues in the upcoming quarter.
Liquidity and Capital Resources
Our balance sheet as of June 30, 2021 reflects current assets of $985,566. We had cash in the
amount of $977,433 and working capital in the amount of $914,273 as of June 30,
2021. We have sufficient working capital to enable us to carry out our stated
plan of operation for the next twelve months.
21 |
Working Capital
|
|
At |
|
|
At |
|
||
Current assets |
|
$ |
985,566 |
|
|
$ |
206,051 |
|
Current liabilities |
|
|
71,293 |
|
|
|
14,816 |
|
Working capital |
|
$ |
914,273 |
|
|
$ |
191,235 |
|
We anticipate generating losses and,
therefore, may be unable to continue operations further in the future.
Cash Flows
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Net cash (used in)
operating activities |
|
$ |
(121,491 |
) |
|
$ |
(79,607 |
) |
Net cash provided by
investing activities |
|
|
50,000 |
|
|
|
- |
|
Net cash provided by
financing activities |
|
|
857,799 |
|
|
|
- |
|
Net increase (decrease)
in cash during period |
|
$ |
786,308 |
|
|
$ |
(79,607 |
) |
Operating Activities
Net cash used in operating activities
during the six months ended June 30, 2021 was
$121,491, an increase of $41,884 from the $79,607 net cash outflow during the
six months ended June 30, 2020.
Investing Activities
On April 29, 2021, the Company entered
into a Letter of Intent with respect to the Fish Lake Property whereby the
purchaser will pay $50,000 within 5 days of signing the letter of intent
(received) and the parties will execute a formal Earn-in Option Agreement by
July 31, 2021 or such other ate as agreed between the
parties.
During the six months ended June 30,
2021, the Company had received $50,000 in relation to the letter of intent and,
as such, was recorded in investing activity.
The Company did not have any
investing activities in the comparative period.
Financing Activities
Cash provided by financing activities
during the six months ended June 30, 2021 was $857,799
as compared to $Nil in cash provided by financing activities during the six
months ended June 30, 2020.
We estimate that our operating
expenses and working capital requirements for the next 12 months to be as
follows:
Estimated Net Expenditures During The Next Twelve
Months |
|
|||
|
|
|
|
|
General and
administrative expenses |
|
$ |
461,000 |
|
Exploration expenses |
|
|
500,000 |
|
Travel |
|
|
30,000 |
|
Total |
|
$ |
991,000 |
|
To date we have relied on proceeds
from the sale of our shares in order to sustain our basic, minimum operating
expenses; however, we cannot guarantee that we will secure any further sales of
our shares or that our sole officer and/or directors will provide us with any
future loans. We estimate that the cost of maintaining basic corporate
operations (which includes the cost of satisfying our public reporting
obligations) will be approximately $4,500 per month. Due to our current cash
position of approximately $977,433 as of June 30, 2021, we estimate that we do
have sufficient cash to sustain our basic operations for the next twelve
months.
22 |
We are not aware of any known trends,
demands, commitments, events or uncertainties that will result in or that are
reasonably likely to result in our liquidity increasing or decreasing in any
material way.
Equity Financings
On January 25, 2021
we entered into a purchase agreement (the "Purchase Agreement"),
and a registration rights agreement, (the "Registration Rights
Agreement"), with Lincoln Park Capital Fund, LLC ("Lincoln
Park"), pursuant to which Lincoln Park has committed to purchase up to
$10,300,000 of the Company's common stock, $0.001 par value per share (the
"Common Stock"). In connection with the execution of the
Purchase Agreement, the Company sold, and Lincoln Park purchased, 380,952
shares of Common Stock for a purchase price of $160,000 (“Original Purchase”),
and then another 357,995 shares (“Initial Purchase”) for $150,000 after
SEC approval of the S-1 document in April 2021.
Under the terms and subject to the
conditions of the Purchase Agreement, the Company has the right, but not the
obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase
up to $10,300,000 worth of shares of Common Stock. Such sales of Common Stock
by the Company, if any, will be subject to certain limitations, and may occur
from time to time, at the Company's sole discretion, over the 36-month period
commencing on the date that a registration statement covering the resale of
shares of Common Stock that have been and may be issued under the Purchase
Agreement, which the Company agreed to file with the Securities and Exchange
Commission (the "SEC") pursuant to the Registration Rights
Agreement, is declared effective by the SEC and a final prospectus in
connection therewith is filed and the other conditions set forth in the
Purchase Agreement are satisfied, all of which are outside the control of
Lincoln Park (such date on which all of such conditions are satisfied, the
"Commencement Date"). The Company shall also have the right,
but not the obligation to sell to Lincoln Park up to $150,000 of shares of
Common Stock on the Commencement Date at the Purchase Price (as defined below).
Under the Purchase Agreement, on any
business day over the term of the Purchase Agreement, the Company has the
right, in its sole discretion, to present Lincoln Park with a purchase notice
(each, a "Purchase Notice") directing Lincoln Park to purchase
up to 100,000 shares of Common Stock per business day, which increases to up to
150,000 shares in the event the price of the Company’s Common Stock is not
below $0.25 per share; up to 200,000 shares in the event the price of the
Company’s Common Stock is not below $0.35 per share and up to 250,000 shares in
the event the price of the Company’s Common Stock is not below $0.50 (the
"Regular Purchase") (subject to adjustment for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction as provided in the Purchase Agreement). In
each case, Lincoln Park's maximum commitment in any single Regular Purchase may
not exceed $500,000. The Purchase Agreement provides for a purchase price per
Purchase Share (the "Purchase Price") equal to 93% of the
lesser of:
|
● |
the lowest sale price of the Company's Common Stock on the purchase
date; and |
|
● |
the average of the three lowest closing sale prices for the Company's
Common Stock during the twelve consecutive business days ending on the
business day immediately preceding the purchase date of such shares. |
In addition, on any date on which the
Company submits a Purchase Notice to Lincoln Park, the Company also has the
right, in its sole discretion, to present Lincoln Park with an accelerated
purchase notice (each, an "Accelerated Purchase Notice")
directing Lincoln Park to purchase an amount of stock (the "Accelerated
Purchase") equal to up to the lesser of (i) three times the number of
shares of Common Stock purchased pursuant to such Regular Purchase; and (ii)
30% of the aggregate shares of the Company's Common Stock traded during all or,
if certain trading volume or market price thresholds specified in the Purchase
Agreement are crossed on the applicable Accelerated Purchase Date, the portion
of the normal trading hours on the applicable Accelerated Purchase Date prior
to such time that any one of such thresholds is crossed (such period of time on
the applicable Accelerated Purchase Date, the "Accelerated Purchase
Period"). The purchase price per share of Common Stock for each such
Accelerated Purchase will be equal to 93% of the lesser of:
|
● |
the volume weighted average price of the Company's
Common Stock during the applicable Accelerated Purchase Period on the
applicable Accelerated Purchase Date; and |
|
● |
the closing sale price of the Company's Common
Stock on the applicable Accelerated Purchase Date. |
23 |
Lincoln Park has no right to require
the Company to sell any shares of Common Stock to Lincoln Park, but Lincoln
Park is obligated to make purchases as the Company directs, subject to certain
conditions. There are no upper limits on the price per share that Lincoln Park
must pay for shares of Common Stock.
The Company issued to Lincoln Park
1,375,779 shares of Common Stock as commitment shares in consideration for
entering into the Purchase Agreement on the Execution Date.
Actual sales of shares of Common
Stock to Lincoln Park under the Purchase Agreement will depend on a variety of
factors to be determined by the Company from time to time, including, among
others, market conditions, the trading price of the Common Stock and
determinations by the Company as to the appropriate sources of funding for the
Company and its operations. Lincoln Park has no right to require any sales by
the Company but is obligated to make purchases from the Company as it directs
in accordance with the Purchase Agreement. Lincoln Park has covenanted not to
cause or engage in any manner whatsoever, any direct or indirect short selling
or hedging of the Company's shares.
To June 31, 2021
the Company has sold 2,538,947 shares to Lincoln Park for gross proceeds of
$867,799.
Future Financings
We anticipate continuing to rely on
equity sales of our common stock in order to continue to fund our business
operations. Issuances of additional shares will result in dilution to our
existing stockholders. There is no assurance that we will achieve any additional
sales of our equity securities or arrange for debt or other financing to fund
our planned business activities.
Other than the Lincoln Park agreement
we currently have no other arrangement for future financings. While this
arrangement should enable us to continue with our current business plan, it is
possible that unforeseeable market fluctuations in the price of the Company’s
common stock could periodically render future sales of the Company’s stock
under the terms of the agreement undesirable, hence affecting our ability to
continue financing utilizing that instrument.
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, and capital expenditures or capital
resources that are material to stockholders.
Critical Accounting Policies
Exploration Stage Company
The accompanying financial statements
have been prepared in accordance with generally accepted accounting principles
related to accounting and reporting by exploration stage companies. An
exploration stage company is one in which planned principal operations have not
commenced or if its operations have commenced, there has been no significant
revenues there from.
24 |
Accounting Basis
Our company uses the accrual basis of
accounting and accounting principles generally accepted in the United States of
America ("GAAP" accounting). Our company has adopted a December 31
fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand
deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
Our company maintains its cash in
bank deposit accounts, the balances of which at times may exceed federally
insured limits. Our company continually monitors its banking relationships and
consequently has not experienced any losses in such accounts. Our company
believes we are not exposed to any significant credit risk on cash and cash
equivalents.
Use of Estimates
The preparation of financial
statements in conformity with 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.
Revenue Recognition
Our company has yet to realize
revenues from operations. Once our company has commenced operations, we will
recognize revenues when delivery of goods or completion of services has
occurred provided there is persuasive evidence of an agreement, acceptance has
been approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.
Loss per Share
Basic loss per share is computed by
dividing loss available to common shareholders by the weighted average number
of common shares outstanding during the year. The computation of diluted
earnings per share assumes the conversion, exercise or contingent issuance of
securities only when such conversion, exercise or issuance would have a
dilutive effect on earnings per share. The dilutive effect of convertible
securities is reflected in diluted earnings per share by application of the
"if converted" method. In the periods in which a loss is incurred,
the effect of potential issuances of shares under options and warrants would be
anti-dilutive, and therefore basic and diluted losses per share are the same.
The Company did not have any dilutive securities for the periods ended June 30,
2021 and 2020.
Income Taxes
The asset and liability approach is used to account for income taxes by recognizing deferred
tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.
Financial Instruments
Our company's financial instruments
consist of cash, deposits, prepaid expenses, and accounts payable and accrued
liabilities. Unless otherwise noted, it is management's opinion that our
company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. Because of the short maturity and
capacity of prompt liquidation of such assets and liabilities, the fair value
of these financial instruments approximate their
carrying values, unless otherwise noted.
25 |
Mineral Properties
Costs of exploration, carrying and
retaining unproven mineral lease properties are expensed as incurred. Mineral
property acquisition costs are capitalized including licenses and lease
payments. Although our company has taken steps to verify title to mineral properties
in which it has an interest, these procedures do not guarantee our company's
title. Such properties may be subject to prior agreements or transfers and
title may be affected by undetected defects. Impairment losses are recorded on
mineral properties used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Impairment of $0 and $0 was recorded
during the periods ended June 30, 2021 and 2020,
respectively.
Recent Accounting Pronouncements
In January 2016, the Financial
Accounting Standards Board ("FASB"), issued Accounting Standards
Update ("ASU") 2016-01, "Financial Instruments-Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities," which amends the guidance in U.S. generally accepted
accounting principles on the classification and measurement of financial
instruments. Changes to the current guidance primarily affect the accounting
for equity investments, financial liabilities under the fair value option, and
the presentation and disclosure requirements for financial instruments. In
addition, the ASU clarifies guidance related to the valuation allowance
assessment when recognizing deferred tax assets resulting from unrealized
losses on available-for-sale debt securities. The new standard is effective for
fiscal years and interim periods beginning after December 15,
2017, and are to be adopted by means of a cumulative-effect adjustment
to the balance sheet at the beginning of the first reporting period in which
the guidance is effective. Early adoption is not permitted except for the
provision to record fair value changes for financial liabilities under the fair
value option resulting from instrument-specific credit risk in other
comprehensive income. Our company is currently evaluating the impact of
adopting this standard.
Item 3. 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 4. Controls and Procedures
Management’s Report on Disclosure
Controls and Procedures
We maintain disclosure controls and
procedures that are designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules
and forms, and that such information is accumulated and communicated to our
management, including our president (our principal executive officer, principal
financial officer and principle accounting officer) to allow for timely
decisions regarding required disclosure.
As of the end of the quarter covered
by this report, we carried out an evaluation, under the supervision and with
the participation of our president (our principal executive officer, principal
financial officer and principle accounting officer),
of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (our principal executive
officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.
Changes in Internal Control Over
Financial Reporting
During the period covered by this
report there were no changes in our internal control over financial reporting
that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
26 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become
involved in litigation relating to claims arising out of its operations in the
normal course of business. We are not involved in any pending legal proceeding
or litigation and, to the best of our knowledge, no
governmental authority is contemplating any proceeding to which we area party
or to which any of our properties is subject, which would reasonably be likely
to have a material adverse effect on us, except for the following:
Item 1A. Risk Factors
As a “smaller reporting company”, we
are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
No Unregistered sales of Equity
Securities.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
27 |
Item 6. Exhibits
Exhibit Number |
|
Description |
(3) |
|
Articles of
Incorporation and Bylaws |
|
||
|
||
|
||
|
||
(4) |
|
Instruments
Defining the Rights of Security Holders, Including Indentures |
|
||
(10) |
|
Material
Contracts |
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
(14) |
|
Code of
Ethics |
|
||
(21) |
|
Subsidiaries
of the Registrant |
21.1 |
|
Lithium
Royalty Corp, a Nevada corporation |
(31) |
|
Rule 13a-14
(d)/15d-14d) Certifications |
|
||
(32) |
|
Section 1350
Certifications |
|
||
101* |
|
Interactive Data File |
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.
28 |
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
LITHIUM CORPORATION |
|
|
|
(Registrant) |
|
|
|
|
|
Dated: August 16, 2021 |
|
/s/ Tom Lewis |
|
|
|
Tom Lewis |
|
|
|
President, Treasurer, Secretary and Director |
|
|
|
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) |
|
|
29 |
EX-31.1 2 ltum_ex311.htm EX-31.1
EXHIBIT 31.1
CERTIFICATION
I, Tom Lewis, certify that:
1. |
I have reviewed this report on Form 10-Q |
2. |
Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this report; |
3. |
Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and
I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures
or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared; |
|
b) |
Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
d) |
Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and
I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the
equivalent functions): |
|
a) |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated: August 16, 2021 |
/s/ Tom Lewis |
|
|
Tom Lewis |
|
President, Treasurer, Secretary and Director |
||
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
EX-32.1 3 ltum_ex321.htm EX-32.1
EXHIBIT 32.1
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form
10-Q of Lithium Corporation (the “Company”) for the period ended June 30,
2021, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), Tom Lewis, as Chief Executive Officer of the Company, hereby
certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company. |
Dated: August 16, 2021 |
/s/ Tom Lewis |
|
|
Tom Lewis |
|
President, Treasurer, Secretary and Director |
||
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
This certification accompanies each Report pursuant
to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for
purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement
required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.