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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
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TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ]
Commission file number 000-54332
LITHIUM
CORPORATION |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
98-0530295 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
1031
Railroad St, Suite 102B., Elko, Nevada |
|
89801 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: (775) 410-5287
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Name of
Each Exchange On Which Registered |
N/A |
|
N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.001 par value |
(Title
of class) |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
Filer |
☐ |
Smaller
reporting company |
☒ |
(Do not
check if 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 ☒
The aggregate market value of Common Stock held by non-affiliates of the
Registrant on June 30, 2022, the last business day of the registrant’s most
recently completed second fiscal quarter, was $22,061,446 based on a
$0.206 average bid and asked price of such common equity.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock as of the latest practicable date.
115,892,441 common shares as of April 14, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.
In this annual report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to “common shares”
refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms
“we”, “us” and “our” mean Lithium Corporation, 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 regarding a business combination which may 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 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
536804 107.
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.
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In June 2009 we optioned the Fish Lake Valley property in Esmeralda
County Nevada, and ultimately earned a 100% interest in the property through a
combination of exploration expenditures and share issuances. Lithium
Corporation performed geophysical, geochemical and drilling work in the area
into early 2016 at which time we entered into an agreement with the forerunner
of American Lithium Corporation (TSX-V:Li) who could
have earned an undivided 80% interest (with the residual 20% interest being
purchasable post earn-in) in the property by incurring exploration expenses,
making cash and share payments over a period of three years. American Lithium
relinquished all interest in the property/option agreement in April 2019. In
April 2021 the Company entered into a Letter of Intent with Altura Mining
Limited whereby Altura (now Morella Corporation ASX:1MC, OTC-QB: ALTAF) may
earn a 60% interest in the property by incurring exploration expenses, and
making staged cash and share payments to Lithium Corporation over the next four
years. Morella Corporation is the single largest shareholder in Lithium
Corporation with over 8% of the Company’s common shares, having acquired an
interest through a non-brokered private placement in the Company in 2012.
In 2010 the Company acquired the San Emidio property through the staking
of claims on open Bureau of Land Management administered Federal land in Washoe County Nevada. The company conducted geochemical,
geophysical and drilling work over the next several years, and eventually
optioned them off to American Lithium Corporation in May 2016 for a combination
of exploration work, cash and share payments over the following three years.
American Lithium allowed the option to lapse in 2018. In September 2021 Surge
Battery Metals (TSX-V: Nili) entered into an option to earn an 80% interest in
the property by incurring exploration expenses and making staged cash and share
payments over the following five years. Lithium Corporation received
notification in August 2022 that Surge was relinquishing all interest in the
property. The company conducted a CSAMT geophysical survey on the property in
Fall 2022.
In June 2013, we purchased a claim in the Sugar Lake area of British
Columbia for 250,000 shares of our common stock. Known as the BC Sugar Property
this property has expanded and contracted over time as we allowed a number of
the less prospective claims to lapse. In January, 2014, we agreed to buy back
the shares issued pursuant to the June 2013 agreement for $2,500. After doing
considerable work up until spring 2019 all but approximately 203 acres (82.33
Hectares) of claims were allowed to lapse, and the property sat dormant. The
market for flake graphite is improving, and the Company’s holdings here are
currently approximately 203 acres (82.23 hectares), and the company is
currently contemplating a work program here this year.
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 25%, and are active “Managing Members”. Our company's
initial capital contribution to Summa, LLC was $125,000, of which $100,000 was
in cash and the balance in services. To date we have contributed an additional
$31,700 in cash, and also over the years an indeterminate amount of casual
geological expertise to Summa, LLC. In recognition, Summa transferred five
urban lots in Tonopah of indeterminate value in 2020, and since Jan 2021 have
issued checks to the company for $138,000. The Tonopah property was optioned in
early 2020, and the Optionee has earned a 100% interest in the property. Summa
still retains a 1% (LTUM’s share 0.25%) Net Smelter Royalty on the property, as
well as other interests around the state of Nevada, including a property in
Belmont Nevada that is currently under option to Nevada Silver Corporation.
In April of 2016, our Company established a wholly owned subsidiary
called Lithium Royalty Corp. The subsidiary was a Nevada Corporation and was
the entity through which we had planned to build a portfolio of lithium mineral
properties. Also that April Lithium Royalty Corp acquired through staking the
North Big Smoky Prospect, a block of placer mineral claims in Nye County
Nevada. 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
1069934 Nevada Ltd. ("Purchaser") a private company. Consideration
paid to Lithium Royalty Corp. consisted of mainly of 300,000 shares in the
"Purchaser Parent", 1069934 B.C. Ltd. By agreement dated September
13, 2017 Lithium Corporation agreed to sell back the shares of 1069934 Nevada
Ltd. to San Antone Minerals Corp. and compensation
under the agreement was received on November 2, 2017. The North Big Smoky
claims were abandoned by the Purchaser in 2017 and recently the Company has
re-staked claims in the general area, and optioned the property to Morella Corp
(a related company) who conducted geochemical and geophysical work on the
claims in 2022.
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Our Current Business
We are an exploration stage mining company engaged in the
identification, acquisition, and exploration of metals and minerals with a
focus on lithium mineralization on properties located in Nevada, and graphite
and other energy metals properties in British Columbia.
Our current operational focus is to conduct generative exploration
activities in Nevada, and on our titanium/REE and graphite properties, in
British Columbia.
In April of 2016, our Company established a wholly owned subsidiary
called Lithium Royalty Corp. The subsidiary was a Nevada Corporation and was
the entity through which we had planned to build a portfolio of lithium mineral
properties. Also that April Lithium Royalty Corp acquired through staking the
North Big Smoky Prospect, a block of placer mineral claims in Nye County
Nevada. 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
1069934 Nevada Ltd. ("Purchaser") a private company. Consideration
paid to Lithium Royalty Corp. consisted of mainly of 300,000 shares in the
"Purchaser Parent", 1069934 B.C. Ltd. By agreement dated September
13, 2017 Lithium Corporation agreed to sell back the shares of 1069934 Nevada
Ltd. to San Antone Minerals Corp (successor corporation)
and the North Big Smoky claims were allowed to lapse. This area was
subsequently re-staked by Lithium Corporation in March 2022, and optioned to
Morella Corporation, a related company, who have completed Controlled Source
Audio-Magnetotelluric (CSAMT) and Sediment
Geochemical surveys on the property in 2022.
On September 16th 2021 Lithium Corporation signed an
agreement with Surge Battery Metals whereby Surge could have earned an 80%
interest in the Company’s San Emidio lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000 and
issuing 200,000 shares of Surge (TSX-V:Nili). Surge
had undertaken to make payments of $620,000 in cash and stock over 5 years
while incurring expenditures on the property of $1,000,000 over that period.
Upon fulfillment of the aforementioned commitments Surge would have been deemed
to have earned their undivided 80% interest and could have formed a joint
venture with the Company. The Company had optioned this property off before as
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 were; 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 following three
years to earn an 80% interest in the property. 1067323 then had 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 which point our company would retain a 2.5% Net Smelter Royalty,
half of which could have been purchased by 1067323 for an additional
$1,000,000. 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 extra shares of American
Lithium Corp as consideration for the amendment to the Agreement. In June 2018,
the Company received notification that the purchaser was relinquishing any
right to earn an interest in the property and, as such, $202,901 was taken into
income. During the year-ended December 31, 2019, the Company recorded a
$217,668 allowance for the property which then had a net book value of $Nil.
Surge Battery Metals completed some geochemical work on the prospect block and
gave Lithium Corporation formal notice in Summer 2022 that they were
relinquishing all interest in the property. In Fall 2022 the Company completed
a Controlled Source Audio- Magnetotelluric (CSAMT)
survey on the property, and is currently considering next steps with respect to
exploring and developing this property.
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On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining
Limited (now Morella Corporation after a name change) an Australian Lithium
explorer and developer and related party, whereby Morella can earn a 60%
interest in the Fish Lake Valley lithium-in-brine property in Esmeralda County,
Nevada by paying the Company $675,000, issuing the equivalent of $500,000 worth
of Morella stock, and expending $2,000,000 of exploration work over the next
four years. To date Morella is current with its obligations under the formal
agreement ratified on October 12th 2021, having paid the initial $50,000 on
signing the LOI, the $100,000 due on signing the formal agreement, and has
issued 28,176,951 shares of Morella (1MC:ASX, Altaf:OTC-QB)
common stock. On February 16, 2016, Lithium Corp had issued a news release
announcing that our company had entered into a letter of intent with 1032701
B.C. Ltd. with respect to our Fish Lake Valley property. 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 allowed 1032701 to earn an 80%
interest in Fish Lake Valley for payments over three 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 had 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 could have been purchased by 1032701 for an additional $1,000,000. 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 fulfilled the initial obligations
of the Fish Lake Valley Earn-In-Agreement in April of 2016. Meninka later
changed their name to American Lithium. While the Purchaser did comply with all
terms of the agreement with respect to cash and share payments the Company received
formal notice of the relinquishment of the Purchasers right to earn an interest
in the property on April 30th 2019. As this was the termination
of the option agreement $443,308 was taken into income. During the year-ended
December 31, 2019, the Company recorded a $159,859 allowance for the properties
and at that time had a net book value of $Nil. Morella has completed all year 1
requirements with respect to the earn-in and have completed a passive seismic
survey, a Magnetotelluric (MT) geophysical survey,
received all permits for an 8 hole drilling program and prepared the first site
and installed surface casing. Also they have previously shipped brine samples
for further bench testing for amenability to direct lithium extraction (DLE),
and have made provision to expand efforts in this regard while moving forward.
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 (Ta-Nb) 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 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 tantalum-niobium 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/total rare earth elements (TREE’s) in stream sediment
anomaly. Both properties are situated within the Eocene Coryell
Batholith, and at the time it was 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 later in July, and
again in early October 2017. These examinations uncovered a zone roughly 30
meters wide which included an interval that is mineralized with approximately
0.75% TREE’s. While markedly anomalous it is not exceedingly enriched in
TREE’s. However this zone may not be the “main event” in the area but a
harbinger of bigger and better things, and also it is enriched in titanium (Ti), which could possibly be in the form of Perovskite, a
mineral of considerable interest for the next generation of photo-voltaic
cells. 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. 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.
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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 were 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 lamprophyric
dyke (Horseshoe Bend showing) that exhibits anomalous titanium/REE
mineralization. The company 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.
Additional work was performed on the property in 2019 and 2020 which extended
the known strike of the Horseshoe Bend showing approximately 50 meters to the
west, and mineralized float was found that possibly indicates it could continue
to the east for another several hundred meters. The Company is currently in the
planning stages for field season 2023.
At the BC Sugar property in the Okanagan Highlands to the east of Vernon
British Columbia 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)
and is currently considering further work this year.
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. Summa was formed to acquire and administer
the residual lands that originated in the 60’s and 70’s through Howard Hughes’s
– Hughes Corporation, which went on a mining property buying spree at that
time. Our company's capital contribution to Summa, LLC was $125,000, of which
$100,000 was in cash and the balance in services. To date we have contributed
an additional $31,700 in cash, and also over the years an indeterminate amount
of casual geological and land expertise to Summa, LLC. In recognition, Summa
transferred five urban lots in Tonopah of indeterminate value in 2020, and
since Jan 2021 have issued checks to the company for $167,500. The Tonopah
property was optioned in early 2020, and the Optionee has earned a 100%
interest in the property. Summa still retains a 1% (LTUM’s share 0.25%) Net
Smelter Royalty on the property. Recently Summa entered into an agreement with
North American Silver Corporation (TSX-V:NSC) whereby NSC can earn a 100%
interest with respect to Summa’s Belmont Nevada claims (not to be confused with
the Belmont mine in Tonopah) by paying $200,000 in cash or at Optionor’s
discretion shares over 5 years, and election must be made by the sixth
agreement anniversary to purchase the lands (69.96 acres) at $10,000 per acre.
Should NSC earn their interest Summa, LLC would retain a 1% Net Smelter Royalty
– 50% of which may be subsequently purchased by the Optionor. Summa, LLC still
retains a 100% interest (subject to a 2% NSR in favor of Summa Corp. (the
successor entity to the Hughes Corporation) in a further five project areas in
the state of Nevada, and Lithium Corporation remains committed to casually
helping them move the projects along so that they may be optioned eventually.
Competition
The mining industry is intensely competitive. We compete with numerous
individuals and companies, including many major mining companies, which have
substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for access to funds.
There are other competitors that have operations in the area and the presence
of these competitors could adversely affect our ability to compete for
financing and obtain the service providers, staff or equipment necessary for
the exploration and exploitation of our properties.
Compliance with Government Regulation
Mining operations and exploration activities are subject to various
national, state, provincial and local laws and regulations in United States and
Canada, as well as other jurisdictions, which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters.
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We believe that we are and will continue to be in compliance in all
material respects with applicable statutes and the regulations passed in the
United States and Canada. There are no current orders or directions relating to
our company with respect to the foregoing laws and regulations.
Research and Development
We have not incurred any research and development expenditures over the
last two fiscal years.
Intellectual Property
We do not currently have any intellectual property, other than our
domain name and website, www.lithiumcorporation.com.
Employees
We have no employees. Our officers and directors provide their services
to our company as independent consultants.
Item 1A. Risk Factors
Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:
Risks Associated with Mining
All of our properties are in the exploration stage. There is no
assurance that we can establish the existence of any mineral resource on any of
our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose
all of the funds that we expend on exploration. If we do not discover any
mineral resource in a commercially exploitable quantity, our business could
fail.
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Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business could fail.
A mineral reserve is defined by the Securities and Exchange Commission
in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/about/forms/industryguides.pdf) as that part of a mineral
deposit which could be economically and legally extracted or produced at the
time of the reserve determination. The probability of an individual prospect
ever having a “reserve” that meets the requirements of the Securities and
Exchange Commission’s Industry Guide 7 is extremely remote; in all probability
our mineral resource property does not contain any “reserve” and any funds that
we spend on exploration will probably be lost.
Even if we do eventually discover a mineral reserve on one or more of
our properties, there can be no assurance that we will be able to develop our properties
into producing mines and extract those resources. Both mineral exploration and
development involve a high degree of risk and few properties which are explored
are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend
on a number of factors including, by way of example, the size, grade and other
attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.
Mineral operations are subject to applicable law and government regulation.
Even if we discover a mineral resource in a commercially exploitable quantity,
these laws and regulations could restrict or prohibit the exploitation of that
mineral resource. If we cannot exploit any mineral resource that we might
discover on our properties, our business may fail.
Both mineral exploration and extraction require permits from various
foreign, federal, state, provincial and local governmental authorities and are
governed by laws and regulations, including those with respect to prospecting,
mine development, mineral production, transport, export, taxation, labor
standards, occupational health, waste disposal, toxic substances, land use,
environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits
required for the continued exploration of our mineral properties or for the
construction and operation of a mine on our properties at economically viable
costs. If we cannot accomplish these objectives, our business could fail.
We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no
assurance that we can continue to remain in compliance. Current laws and
regulations could be amended and we might not be able to comply with them, as
amended. Further, there can be no assurance that we will be able to obtain or
maintain all permits necessary for our future operations, or that we will be
able to obtain them on reasonable terms. To the extent such approvals are
required and are not obtained, we may be delayed or prohibited from proceeding
with planned exploration or development of our mineral properties.
If we establish the existence of a mineral resource on any of our
properties in a commercially exploitable quantity, we will require additional
capital in order to develop the property into a producing mine. If we cannot
raise this additional capital, we will not be able to exploit the resource, and
our business could fail.
If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we
cannot raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.
Mineral exploration and development is subject to extraordinary
operating risks. We do not currently insure against these risks. In the event
of a cave-in or similar occurrence, our liability may exceed our resources,
which would have an adverse impact on our company.
Mineral exploration, development and production involves many risks
which even a combination of experience, knowledge and careful evaluation may
not be able to overcome. Our operations will be subject to all the hazards and
risks inherent in the exploration for mineral resources and, if we discover a
mineral resource in commercially exploitable quantity, our operations could be
subject to all of the hazards and risks inherent in the development and
production of resources, including liability for pollution, cave-ins or similar
hazards against which we cannot insure or against which we may elect not to
insure. Any such event could result in work stoppages and damage to property,
including damage to the environment. We do not currently maintain any insurance
coverage against these operating hazards. The payment of any liabilities that
arise from any such occurrence would have a material adverse impact on our
company.
Mineral prices are subject to dramatic and unpredictable fluctuations.
We expect to derive revenues, if any, either from the sale of our
mineral resource properties or from the extraction and sale of lithium and/or
associated byproducts. The price of those commodities
has fluctuated widely in recent years, and is affected by numerous factors
beyond our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.
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The mining industry is highly competitive and there is no assurance that
we will continue to be successful in acquiring mineral claims. If we cannot
continue to acquire properties to explore for mineral resources, we may be
required to reduce or cease operations.
The mineral exploration, development, and production industry is largely
un-integrated. We compete with other exploration companies looking for mineral
resource properties. While we compete with other exploration companies in the
effort to locate and acquire mineral resource properties, we will not compete
with them for the removal or sales of mineral products from our properties if
we should eventually discover the presence of them in quantities sufficient to
make production economically feasible. Readily available markets exist
worldwide for the sale of mineral products. Therefore, we will likely be able
to sell any mineral products that we identify and produce.
In identifying and acquiring mineral resource properties, we compete
with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.
Risks Related to our Company
The fact that we have not earned any operating revenues since our
incorporation raises substantial doubt about our ability to continue to explore
our mineral properties as a going concern.
We have not generated any revenue from operations since our incorporation
and we anticipate that we will continue to incur operating expenses without
revenues unless and until we are able to identify a mineral resource in a
commercially exploitable quantity on one or more of our mineral properties and
we build and operate a mine. We had cash in the amount of $3,576,911 as of
December 31, 2022. At December 31, 2022, we had working capital of $1,957,735.
We incurred a net loss of $1,423,524 for the year ended December 31, 2022. We
estimate our average monthly operating expenses to be approximately $74,000,
including property costs, management services and administrative costs. Should
the results of our planned exploration require us to increase our current
operating budget, we may have to raise additional funds to meet our currently
budgeted operating requirements for the next 12 months. As we cannot assure a
lender that we will be able to successfully explore and develop our mineral
properties, we will probably find it difficult to raise debt financing from
traditional lending sources. We have traditionally raised our operating capital
from sales of equity securities, but there can be no assurance that we will
continue to be able to do so. If we cannot raise the money that we need to
continue exploration of our mineral properties, we may be forced to delay,
scale back, or eliminate our exploration activities. If any of these were to
occur, there is a substantial risk that our business would fail.
Management has plans to seek additional capital through private
placements of its capital stock. These conditions raise substantial doubt about
our company’s ability to continue as a going concern. Although there are no
assurances that management’s plans will be realized, management believes that
our company will be able to continue operations in the future. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts of and classification of
liabilities that might be necessary in the event our company cannot continue in
existence.” We continue to experience net operating losses.
Risks Associated with Our Common Stock
Trading on the OCTQB may be volatile and sporadic, which could depress
the market price of our common stock and make it difficult for our stockholders
to resell their shares.
Our common stock is quoted on the OTCQB electronic quotation service
operated by OTC Markets Group Inc. Trading in stock quoted on the OTCQB is
often thin and characterized by wide fluctuations in trading prices, due to
many factors that may have little to do with our operations or business
prospects. This volatility could depress the market price of our common stock
for reasons unrelated to operating performance. Moreover, the OTCQB is not a
stock exchange, and trading of securities on the OTCQB is often more sporadic
than the trading of securities listed on a quotation system like Nasdaq or a
stock exchange like Amex. Accordingly, shareholders may have difficulty
reselling any of the shares.
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Our stock is a penny stock. Trading of our stock may be restricted by
the Securities and Exchange Commission’s penny stock regulations and FINRA’s
sales practice requirements, which may limit a stockholder’s ability to buy and
sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission
(“SEC”) has adopted Rule 15g-9 which generally defines “penny stock” to be any
equity security that has a market price (as defined) less than $5.00 per share
or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and “accredited investors”. The term
“accredited investor” refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the
market value of each penny stock held in the customer’s account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer’s confirmation. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.
In addition to the “penny stock” rules promulgated by the SEC, FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low-priced securities will not be suitable for at least some customers. FINRA’s
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell
our stock.
Other Risks
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant
risks to our business, but we cannot predict whether, or to what extent, any of
such risks may be realized nor can we guarantee that we have identified all
possible risks that might arise. Investors should carefully consider all of
such risk factors before making an investment decision with respect to our
common stock.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the
information required by this Item.
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Item 2. Properties
Our corporate head office is located at 1031 Railroad St., Ste 102B,
Elko Nevada 89801, our monthly rent is $500 paid to a Rangefront
Geological, a related party, which also includes storage space for field
gear. We also rent office and storage space in Richland WA in support of
our Yeehaw and BC Sugar prospects, which rent is also
$500 per month. Additionally Lithium Corporation owns outright 2.3 acres
(five lots) of undeveloped fee-title land in the town of Tonopah, NV.
Mineral Properties
Fish Lake Valley Property
Fish Lake Valley is a lithium/boron/potassium enriched playa (also known
as a salar, or salt pan), which is located in
northern Esmeralda County in west central Nevada, and the area of greatest
interest is roughly centered at 417050E 4195350N (NAD 27 CONUS). After staking
numerous new claims in 2016 we currently hold 143, nominally 80-acre
Association Placer claims that cover approximately 11,360 acres (4,597
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 economic, and amenable to extraction by evaporative methods.
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.
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 that our company had 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. Results from the work done in
the past by Lithium Corporation have been very positive, and our company
believes that the playa at Fish Lake Valley may be conducive to the formation
of a “Silver Peak” style lithium brine deposit.
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Early in 2016 the company signed an Exploration Earn-In Agreement with
1032701 B.C. Ltd., a private British Columbia company with respect to our Fish
Lake Valley lithium brine property, wherein 1032701 B.C. Ltd., may 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,
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Pay
$100,000 to our company and issue 200,000 common shares of the TSX-V listed
public company. |
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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. |
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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 needed 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, after the initial earn-in the Optionee had the right for up to 12
months to purchase our 20% interest in the property for $1,000,000, at which
point our interest would have reverted to a 2 1/2% Net Smelter Royalty (NSR).
The Optionee could then have elected at any time to purchase one half (1.25%)
of our NSR for $1,000,000.
American Lithium Corp. subsequently acquired 100% of 1032701 BC, and a
formal option agreement was entered into, effective March 31, 2016. An
amendment to the agreement was entered into on the 14th of
February 2018 whereby American Lithium issued 10,000 post consolidation
“Agreement Year” shares to Lithium Corporation as mandated by the agreement, as
well as a further 80,000 shares in consideration for Lithium Corporation
agreeing to extend the work commitment date for Year 2 of the agreement to
September 30, 2018. We had received all money, and common shares issuable in
relation to the Fish Lake Valley option agreement, but the Purchaser issued
formal notice of the relinquishment of the Purchasers right to earn the
interest in the property on April 30th 2019. As this was the
termination of the option agreement $443,308 was taken into income. During the
year-ended December 31, 2019, the Company recorded a $159,859 allowance for the
properties and has a net book value of $Nil.
On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining
Limited (now Morella Corporation after a name change), an Australian Lithium
explorer and developer and a related party, whereby Morella can earn a 60%
interest in the Fish Lake Valley lithium-in-brine property in Esmeralda County,
Nevada by paying the Company $675,000, issuing the equivalent of $500,000 worth
of Morella stock, and expending $2,000,000 of exploration work over the next
four years. To date Morella is current with its obligations under the formal
agreement ratified on October 12th 2021, having paid the initial $50,000 on
signing the LOI, the $100,000 due on signing the formal agreement, and has
issued 28,176,951 shares of Morella (1MC:ASX, Altaf:OTC-QB)
common stock. Recently Morella has indicated that they have completed Passive
Seismic and Magneto-telluric surveys, have permitted 8 drill sites, and have
installed surface casing on the first site and have been conducting ongoing
tests for amenability to direct lithium extraction (DLE).
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 twenty, 80-acre, Association Placer claims currently held
here cover an area of approximately 1,600 acres (640 hectares). Ten claims in
the southern portions of the original claim block that was staked in 2011 were
allowed to lapse on September 1, 2012, and a further ten claims were then
staked and recorded. These new claims are north of and contiguous to the
surviving claims from our earlier block. In 2015 eight claims were allowed to
lapse, but then in 2016 a further 10 claims were staked and recorded. The
property is approximately 65 miles north-northeast of Reno, Nevada, and has excellent
infrastructure.
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We identified this prospect during 2009, and 2010 through surficial
geochemical sampling, and geological interpretation. The early reconnaissance
sampling determined that anomalous values for lithium occur in sediments over a
good portion of the playa. 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,
somewhat distal to the basinal feature outlined by
the earlier gravity survey. The anomaly aligns with the present day
topographical low in the valley, which could be the result of extension along a
north-easterly trending fault. Two values of over 20 milligrams/liter lithium
were obtained from two shallow direct push probe holes located centrally in
this brine anomaly.
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 the
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.
Our company entered into an exploration earn-in agreement on the
property on May 3, 2016 with 1067323 B.C. Ltd., wherein the Optionee was to pay
an initial $100,000 and issue 100,000 shares within 30 days of a “Going Public
Transaction”. 1067323 subsequently merged with American Lithium Corp., who then
assumed the duties of the Optionee, and fulfilled the initial obligations. The
further terms of the agreement were that American Lithium was to issue 100,000
shares to Lithium Corporation on or before both the first & second
anniversaries of the going public transaction. Additionally American Lithium
was to conduct $100,000 exploration work in year 1, $200,000 in year 2, and
$300,000 in year 3. On fulfillment of all its obligations American Lithium
would have earned an 80% interest in the property. The Optionee also had the
option to earn a further 20% interest in the property by paying $1,000,000 to
the company within 36 months of the exercise of the initial earn-in. If
American Lithium had exercised its right with respect to the subsequent earn-in
then Lithium Corporation’s interest would have reverted to a 2.5% Net Smelter
Revenue (NSR) interest. American Lithium then could have purchased one half of
the NSR (1.25%) for $1,000,000 at any time thereafter.
In June 2018, the Company received notification that the purchaser was
relinquishing any right to earn an interest in the property and, as such,
$202,901 was taken into income. During the year-ended December 31, 2019, the
Company recorded a $217,668 allowance for the property which then had a net
book value of $Nil.
Lithium Corporation was granted a drilling permit in 2019 to drill three
drill holes here, and had intended to drill in 2020, however the weak market
for lithium carbonate precluded expending capital on this project, and so
drilling was delayed until such time as the market picked up again.
On September 16th 2021 Lithium Corporation signed an
agreement with Surge Battery Metals whereby Surge may earn an 80% interest in
the Company’s San Emidio lithium-in-brine prospect in Washoe
County Nevada, by paying an initial $50,000 and issuing 200,000 shares of Surge
(TSX-V:Nili). Surge had undertaken to make payments
of $620,000 in cash and stock over 5 years while incurring expenditures on the
property of $1,000,000 over that period. Upon fulfillment of the aforementioned
commitments Surge would have been deemed to have earned their undivided 80%
interest and could have formed a joint venture with the Company. Surge Battery
Metals completed some geochemical work on the prospect block and gave Lithium Corporation
formal notice in Summer 2022 that they were relinquishing all interest in the
property. In Fall 2022 the Company completed a Controlled Source Audio-Magnetotelluric (CSAMT) survey on the property, and is
currently considering next steps with respect to exploring and developing this
property.
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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). Since that time the company has let all but what
appears to be the most prospective claims lapse, and currently the company
holds one title – the “Heavy Weather” claim that is 1422 acres (575.67
hectares) in size. The flake graphite mineralization of interest here is hosted
predominately in graphitic quartz/biotite, and lesser graphitic calc-silicate
gneisses. The rocks and mineralization 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 that is being mined by Eagle
Graphite.
The BC Sugar property is within the Shushwap
Metamorphic Complex, in a geological environment favorable for the formation of
flake graphite deposits, and is in an area of excellent logistics and
infrastructure, 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.
Work progressed, and the property expanded throughout the summer of
2013, and culminated with the receipt of the final assays from the last phases
of the prospecting and geological program 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 that was initially discovered in early July 2013, 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 frequency domain electromagnetic (FDEM)
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
FDEM survey successfully generated an anomaly over known mineralization and possibly
indicates that the mineralization may extend both to the west and to the east
in areas blanketed by glaciofluvial till.
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.
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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.
A “mini-bulk sample” was taken from the Weather Station Zone in October
2017, and submitted to SGS Vancouver for preliminary bench tests, and further
petrographic analysis. Tests indicated that the “fairly coarse” flake graphite
was easily liberated from the unconsolidated host material, and initial
flotation tests were positive with over 80% of the graphite in the sample being
floated off.
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 had reduced
its acreage holdings here to approximately 203 acres (82 hectares) to
facilitate applying 5 years assessment credit to the most prospective area of
the property, and had placed it on the “back burner” in favor of developing
other prospects. The Company is currently in the planning stages with respect
to the work to be done on these prospects this summer.
The Hughes Claims
Effective April 23, 2014, we entered into an operating agreement with
All American Resources, LLC and TY & Sons Investments Inc. with respect to
Summa, LLC, a Nevada limited liability company incorporated on December 12,
2013. Through our 25% membership interest in Summa we hold an indirect interest
in a number of patented mining claims that spring from the once considerable
mineral holdings of Howard Hughes’s Summa Corp. Our company’s capital
contribution paid to Summa, LLC was $125,000, of which $100,000 was in cash and
the balance in services.
Lithium Corporation participated in the formation of Summa, which holds
88 fee-title patented lode claims that cover approximately 1,191.3 acres of
prospective mineral lands. Our company signed a joint operating agreement with
the other participants in Spring 2014 to govern the conduct of Summa, and the
development of the lands. Our company’s director, Tom Lewis, was named as a
managing member of Summa, and as such has a direct say in the day to day operations
of that company.
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.
Summa has conducted preliminary research on the Hughes properties,
focusing on the Tonopah area where reporting in the 1980’s, indicated 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.
|
16 |
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. In 2018 Coeur Mines also conducted drilling on
Ely Gold’s claims to the west of Summa’s property on Patented claims that were
once a portion of the Hughes holdings here. Although it has been reported that
they intersected 5’ of 20 opt Ag, 0.3 opt Au, Coeur dropped their interest in
this property. Recently Ely Gold entered into an agreement to purchase a
further 75 patented claims adjacent to their Tonopah West prospect, and again
announced on February 25, 2020 that they have signed a purchase/option
agreement with Blackrock Gold Corp on the property. Under the terms of the
agreement Blackrock is to pay $3,000,000 by April 01, 2020, and Ely will retain
a 3% Nets Smelter Royalty on the property. Since June of 2020 Blackrock has
drilled a number of holes on their property with significant focus and some
relatively high grade intercepts on the Victor vein only a few hundred meters
to the northwest of the mutual boundary with Summa’s land package. Slightly
further afield Gemfield Resources LLC., (a subsidiary
of Waterton Global Resource Management) has recently completed the re-routing
of Highway 95 south of Tonopah to facilitate the imminent mining of their 1.5
million ounce gold deposit near Goldfield Nevada.
The ongoing litigation with respect to Summa’s Tonopah holdings had
precluded investing time or money into the property immediately after the court
awarded Summa ownership in 2013, 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. The
subsequent appeal of this verdict was quashed later in 2018, and there has been
no further action on that account. Summa signed a Letter of Intent on January
14, 2020 with respect to the Tonopah property whereby 1237025 BC Ltd, can earn
a 100% interest in the property (subject to a 1.0% Net Smelter Royalty or NSR)
by paying $400,000 in cash, issuing $400,000 in shares, and incurring $1.5
million in exploration expenditures in stages over the next 5 years. The
Optionee would also have the right to purchase ¼ of the NSR for $1,500,000, and
the future right to purchase a further ¼ of the NSR for $2,500,000. The
definitive agreement was signed in March of 2020, and 1237025 BC Ltd
subsequently merged with Pinnacle North Gold Corp., who then changed their name
to Summa Silver Corp. Summa Silver actively explored the property in the second
half of 2020, drilling roughly 14,000 meters in 29 drill holes. Additionally
more work was performed on the Belmont tailings portion of the project aided by
Lithium Corporation personnel, who have been actively promoting and advancing
this aspect of the Tonopah holdings since acquisition. In 2021 Summa Silver
accelerated the earn-in provisions of the option agreement and was transferred
a 100% interest in the property. Summa still retains a 1% (LTUM’s share 0.25%)
Net Smelter Royalty on the property. Recently Summa entered into an agreement
with North American Silver Corporation (TSX-V:NSC) with respect to Summa’s
Belmont Nevada claims (not to be confused with the Belmont mine in Tonopah)
whereby NSC can earn a 100% interest by paying $200,000 in cash or at
Optionor’s discretion shares over 5 years, and election must be made by the
sixth agreement anniversary to purchase the lands (69.96 acres) at $10,000 per
acre. Should NSC earn their interest Summa, LLC would retain a 1% Net Smelter
Royalty – 50% of which may be subsequently purchased by the Optionor. Summa,
LLC still retains a 100% interest (subject to a 2% NSR in favor of Summa Corp.
(the successor entity to the Hughes Corporation) in a further five project
areas in the state of Nevada, and Lithium Corporation remains committed to
casually helping them move the projects along so that they may be optioned
eventually.
North Big Smoky Property
During the period 2011 through 2012 the Company conducted geophysical,
and geochemical work on BLM lands in North Big Smoky Valley, Nye County Nevada,
in an area that proved to be geochemically anomalous, both in sediment and
brines. The geological setting in this area is quite similar to that at our
other brine prospects, and Clayton Valley to the southwest of here, and had
experienced some geothermal and petroleum exploration in the past. In April of
2016 Lithium Royalty Corp (a wholly owned subsidiary through which we had
planned to build a portfolio of lithium mineral properties) acquired through
staking the North Big Smoky Prospect, a block of placer mineral claims in Nye
County Nevada. On May 13, 2016 our wholly owned subsidiary sold 100% of the
interest in the property to 1069934 Nevada Ltd. ("Purchaser") a
private company. Consideration paid to Lithium Royalty Corp. consisted of
mainly of 300,000 shares in the "Purchaser Parent", 1069934 B.C. Ltd,
and retained a royalty on the property. No appreciable work was done and by
agreement dated September 13, 2017 Lithium Corporation agreed to sell back the
shares of 1069934 Nevada Ltd. to San Antone Minerals
Corp (successor corporation) who subsequently allowed the claims here to lapse.
This area was subsequently re-staked by Lithium Corporation in March 2022, and
optioned to Morella Corporation, a related company, who have completed
Controlled Source Audio-Magnetotelluric (CSAMT) and
Sediment Geochemical surveys on the property in 2022.
|
17 |
British Columbia Tantalum/REE/Titanium Properties
On March 1st 2017 the company signed a letter of intent
(LOI) with Bormal Resources Inc. wherein the company
may earn an interest in three properties in British Columbia. The Michael
property in the Trail Creek Mining Division was originally staked by Bormal 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 (Nb) in stream
sediment anomaly is bona fide, and in the order of 6 kilometers in length. In
November of 2016 Lithium Corporation conducted a short soil geochemical
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
prospect has been staked by Bormal over a similar but
lower amplitude Tantalum/Rare Earth Element (REE’s) stream sediment anomaly.
Both properties are situated depicted on government geological maps as being
within the Eocene Coryell batholith, and it is
thought that these anomalies may arise from either carbonatite or pegmatite
type deposits.
The third property at 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.
Lithium Corporation conducted fieldwork on the Michael, and Yeehaw properties during summer 2017. At Yeehaw a 30 meter wide structure was discovered that is
anomalous for titanium and Rare Earth Elements, while soil sampling at Michael
detected an anomaly that is greater than 800 meters in length that exhibits
increased Tantalum-Niobium plus Rare Earth Element mineralization. The Company
has dropped any further interest in both the Michael and Three Valley Gap
properties, and has earned its 100% interest in the Yeehaw
property. Field work on the Yeehaw property in Spring
2018 discovered a further zone of Ti/REE enrichment,
and additional work was performed on the property in 2019 which extended the
known strike of the Horseshoe Bend showing approximately 50 meters to the west,
and mineralized float was found that possibly indicates it could continue to
the east for another several hundred meters. The Company is currently in the
planning stages for field season 2023.
Our company has been financing progressively since Spring 2021, and is
ramping up exploration activities on our existing properties, as well as
embarking on a generative program exploring for new deposits of next generation
battery related materials and are currently pursuing other properties which are
believed to be prospective for hosting lithium, graphite or other “energy
metals” as well as continuing to evaluate opportunities brought to our company
by third parties.
Item 3. 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:
Lithium Corporations interest in the Tonopah Hughes property through its
ownership of 25% of Summa, LLC was challenged in 2015. On March 13, 2018 Summa
was victorious in a “Quiet Title” ruling set out in the Fifth Judicial District
Court where Judge Wanker ruled that Summa’s claim to title in the contested
claims was superior to that of any other entity that has come forward with a
claim to date. An appeal of that decision filed later in 2018 was denied by the
courts, and no further actions have since been filed.
|
18 |
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Our common shares are quoted on the OTCQB operated by OTC Markets Inc.,
under the symbol “LTUM.” The following quotations, obtained from OTC Markets,
reflect the high and low bids for our common shares based on inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.
The high and low bid prices of our common stock for the periods
indicated below are as follows:
OTC
Bulletin Board (1) |
||||||||
Quarter
Ended |
|
High |
|
|
Low |
|
||
December 31, 2022 |
|
$ |
0.149 |
|
|
$ |
0.072 |
|
September 30, 2022 |
|
$ |
0.230 |
|
|
$ |
0.136 |
|
June 30, 2022 |
|
$ |
0.408 |
|
|
$ |
0.195 |
|
March 31, 2022 |
|
$ |
0.298 |
|
|
$ |
0.202 |
|
December 31, 2022 |
|
$ |
0.347 |
|
|
$ |
0.195 |
|
September 30, 2021 |
|
$ |
0.480 |
|
|
$ |
0.280 |
|
June 30, 2021 |
|
$ |
0.510 |
|
|
$ |
0.292 |
|
March 31, 2021 |
|
$ |
1.220 |
|
|
$ |
0.321 |
|
December 31, 2020 |
|
$ |
0.269 |
|
|
$ |
0.250 |
|
|
(1) |
Over-the-counter
market quotations reflect inter-dealer prices without retail mark-up,
mark-down or commission, and may not represent actual transactions. |
Our shares are issued in registered form. Nevada Agency and Transfer
Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone:
(775) 322-0626; Facsimile: (775) 322-5623 is the registrar and transfer agent
for our common shares.
On April 14, 2023, the shareholders’ list showed 52 registered
shareholders with 115,892,441 common shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and have no
present intention of paying any dividends on the shares of our common stock.
Our current policy is to retain earnings, if any, for use in our operations and
in the development of our business. Our future dividend policy will be
determined from time to time by our board of directors.
|
19 |
Equity Compensation Plan Information
On December 29, 2009, our board of approved the adoption of the 2009
Stock Plan which permits our company to issue up to 6,055,000 shares of our
common stock to directors, officers, employees and consultants. This plan had
not been approved by our security holders. Over the 10 years the plan was
in effect seven consultants, one past director and one current director
utilized it to purchase a total of 1,900,000 shares of the Company at various
times over the life of the plan.
On May 16, 2022, our board of approved the adoption of the 2022 Stock
Plan which permits our company to issue up to 12,000,000 shares of our common
stock to directors, officers, employees and consultants. This plan had not been
approved by our security holders. To date no shares have been issued
subject to the provisions of this plan.
The following table summarizes certain information regarding our equity
compensation plans as at December 31, 2022:
Equity
Compensation Plan Information |
|||
Plan
category |
Number
of securities to be
issued upon exercise of
outstanding options, warrants
and rights (a) |
Weighted-average exercise
price of outstanding
options, warrants
and rights (b) |
Number
of securities remaining
available for future
issuance under equity compensation
plans (excluding
securities reflected
in column (a)) (c) |
Equity compensation plans approved by security holders |
Nil |
Nil |
Nil |
Equity compensation plans not approved by security holders |
Nil |
Nil |
Nil |
Total |
Nil |
Nil |
Nil |
Convertible Securities
As of December 31, 2022, we had no outstanding options to purchase any
shares of our common stock.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
We did not sell any equity securities which were not registered under
the Securities Act during the year ended December 31, 2022 that were not
otherwise disclosed on our quarterly reports on Form 10-Q or our current
reports on Form 8-K filed during the year ended December 31, 2022.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities
during our fourth quarter of our fiscal year ended December 31, 2022.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the
information required by this Item.
|
20 |
Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with our
consolidated audited financial statements and the related notes that appear
elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to those discussed below and elsewhere in this
annual report, particularly in the section entitled “Risk Factors” beginning on
page 6 of this annual report.
Our consolidated audited financial statements are stated in United
States Dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.
Plan of Operations and Cash Requirements
Cash Requirements
Our current operational focus is to conduct exploration activities on
the Yeehaw, and BC Sugar properties in British
Columbia, and the San Emidio, PLR and Overton properties in Nevada, while
working towards generating other energy metals related projects. We expect to
review other potential exploration third-party projects from time to time as
they are presented to us.
Our net cash from financing activities during the year ended December
31, 2022 was $1,656,000 as compared to $2,054,028 during the year ended
December 31, 2021. As at December 31, 2022, we had approximately
$3,576,911 in cash.
Over the next twelve months (beginning March 1, 2023) we expect to
expend funds as follows:
Estimated Net Expenditures
During the Next Twelve Months |
|
|
||
|
|
$ |
|
|
General, Administrative Expenses |
|
|
150,000 |
|
Exploration Expenses |
|
|
500,000 |
|
Investor Relations |
|
|
40,000 |
|
Employee and Consultant Compensation |
|
|
131,000 |
|
Equipment |
|
|
40,000 |
|
Travel |
|
|
30,000 |
|
Total |
|
|
891,000 |
|
We have suffered recurring losses from operations. The continuation of
our company is dependent upon our company attaining and maintaining
profitable operations and raising additional capital as needed.
The continuation of our business is dependent upon obtaining further
financing, a successful program of exploration and/or development, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.
There are no assurances that we will be able to obtain further funds
required for our continued operations. As noted herein, we are pursuing various
financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.
|
21 |
Results of Operations - Twelve Months Ended December 31, 2022 and 2021
The following summary of our results of operations should be read in
conjunction with our financial statements for the year ended December 31, 2022,
which are included herein.
Our operating results for the twelve months ended December 31, 2022, for
the twelve months ended December 31, 2021 and the changes between those periods
for the respective items are summarized as follows:
|
|
Twelve
Month Period Ended December
31, 2022 |
|
|
Twelve
Month Period Ended December
31, 2021 |
|
|
Change
Between Twelve
Month Periods Ended December
31, 2022 and December
31, 2021 |
|
|||
Revenue |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Professional fees |
|
|
57,740 |
|
|
|
74,521 |
|
|
|
(16,781 |
) |
Depreciation |
|
|
7,332 |
|
|
|
- |
|
|
|
7,332 |
|
Exploration expenses – related party |
|
|
15,151 |
|
|
|
12,234 |
|
|
|
2,917 |
|
Exploration expenses |
|
|
144,816 |
|
|
|
33,756 |
|
|
|
111,060 |
|
Consulting fees – related party |
|
|
459,772 |
|
|
|
120,000 |
|
|
|
339,772 |
|
Consulting fees |
|
|
474,425 |
|
|
|
560,880 |
|
|
|
(86,455 |
) |
Transfer agent and filing fees |
|
|
26,679 |
|
|
|
27,893 |
|
|
|
(1,214 |
) |
Travel |
|
|
16,085 |
|
|
|
12,711 |
|
|
|
3,374 |
|
General and administrative |
|
|
32,619 |
|
|
|
13,789 |
|
|
|
18,830 |
|
Change in fair value of marketable securities |
|
|
258,689 |
|
|
|
987,489 |
|
|
|
(728,880 |
) |
Other income |
|
|
(69,784 |
) |
|
|
(98,000 |
) |
|
|
28,216 |
|
Net loss |
|
$ |
1,423,524 |
|
|
$ |
1,745,273 |
|
|
$ |
321,749 |
|
Our financial statements report a net loss of $1,423,524 for the twelve
month period ended December 31, 2022 compared to a net loss of $1,745,273 for
the twelve month period ended December 31, 2021. Our losses have decreased by
$321,749, primarily as a result of a decrease in the loss resulting from a
change in fair value of marketable securities offset by increases in consulting
fees and exploration expenses.
Our operating expenses for the year ended December 31, 2022 were
$1,234,619 compared to $855,784 as of December 31, 2021. The increase in
operating expenses was across the board as the Company looked to ramp
up expenditures in efforts to heighten the profile of the company, while
trying to move its properties further along the continuum towards development.
|
22 |
Liquidity and Financial Condition
Working Capital
|
|
At December
31, 2022 |
|
|
At December
31, 2021 |
|
||
Current assets |
|
$ |
3,988,415 |
|
|
$ |
2,659,106 |
|
Current liabilities |
|
|
2,030,680 |
|
|
|
1,601,926 |
|
Working capital (deficiency) |
|
$ |
1,957,735 |
|
|
$ |
1,057,180 |
|
Cash Flows
|
|
Year
Ended |
|
|||||
|
|
December
31 |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net cash (used in) operating activities |
|
$ |
(466,528 |
) |
|
$ |
(202,032 |
) |
Net cash provided by (used in) investing activities |
|
|
144,318 |
|
|
|
200,000 |
|
Net cash provided by financing activities |
|
|
1,656,000 |
|
|
|
2,054,028 |
|
Net increase (decrease) in cash during period |
|
$ |
1,333,790 |
|
|
$ |
2,051,996 |
|
Operating Activities
Net cash used in operating activities was $466,528 for the year ended
December 31, 2022 compared with net cash used in operating activities of
$202,032 in the same period in 2021.
Investing Activities
Net cash provided by investing activities was $144,318 for the year
ended December 31, 2022 compared to net cash used in investing activities of $
200,000 in the same period in 2021.
Financing Activities
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).
|
23 |
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. |
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.
At the end of the fiscal year on December 31, 2022 the company has sold
16,665,018 common shares to Lincoln Park for gross proceeds of $3,710,028, and
to April 12th, 2023 the Company has sold 18,865,018 shares for gross proceeds
of $3,945,428.
|
24 |
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular
disclosure obligations.
Going Concern
As of December 31, 2022, our company had a net loss of $1,423,524 and
has earned no revenues. Our company intends to continue funding operations
through our financing arrangement with Lincoln Park Capital, which should be
sufficient to fund its capital expenditures, working capital and other cash
requirements for the year ending December 31, 2022. The ability of our company
to emerge from the development stage is dependent upon, among other things,
obtaining additional financing to continue operations, and development of our
business plan. In response to these problems, management intends to raise
additional funds through public or private placement offerings. These factors,
among others, raise substantial doubt about our company’s ability to continue
as a going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with the accounting principles generally accepted in the United
States of America. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are
affected by management’s application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.
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.
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.
|
25 |
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
The Company has yet to realize revenues from operations. Once the
Company has commenced operations, it 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.
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.
Recent Accounting Pronouncements
Leases (Topic 842). In February 2016, FASB issued ASU
2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use
(“ROU”) model that requires a lessee to record a ROU asset and a lease
liability on the balance sheet for all leases with terms longer than 12 months.
Leases will be classified as either finance or operating, with classification
affecting the pattern of expense recognition in the income statement. The new
standard is effective for fiscal years beginning after December 15, 2018,
including interim periods within those fiscal years. A modified retrospective
transition approach is required for lessees for capital and operating leases
existing at, or entered into after, the beginning of the earliest comparative
period presented in the financial statements, with certain practical expedients
available.
|
26 |
The Company adopted the standard effective January 1, 2019. The standard
allows a number of optional practical expedients to use for transition. The
Company choose the certain practical expedients allowed under the transition
guidance which permitted us to not to reassess any existing or expired
contracts to determine if they contain embedded leases, to not to reassess our
lease classification on existing leases, to account for lease and non-lease
components as a single lease component for equipment leases, and whether
initial direct costs previously capitalized would qualify for capitalization
under FASB ASC 842. The new standard also provides practical expedients and
recognition exemptions for an entity's ongoing accounting policy elections. The
Company has elected the short-term lease recognition for all leases that
qualify, which means that we do not recognize a ROU asset and lease liability
for any lease with a term of twelve months or less.
The most significant impact of adopting the standard was the recognition
of ROU assets and lease liabilities for operating leases on the Company's
consolidated balance sheet but it did not have an impact on the Company's
consolidated statements of operations or consolidated statements of cash flows.
The Company did not have a cumulative effect on adoption prior to
January 1, 2019.
In August 2018, the FASB issued ASU 2018-13, Fair Value
Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement. The amendments in this Update
modify certain disclosure requirements of fair value measurements and are
effective for all entities for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2019. Early adoption is permitted.
The Company is currently unable to determine the impact on its financial
statements of the adoption of this new accounting pronouncement.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting , which expands the scope of Topic 718 to include
share-based payment transactions for acquiring goods and services from
nonemployees. An entity should apply the requirements of Topic 718 to
nonemployee awards except for specific guidance on inputs to an option pricing
model and the attribution of cost (that is, the period of time over which
share-based payment awards vest and the pattern of cost recognition over that
period). The new guidance is effective for all entities for annual periods, and
interim periods within those annual periods, beginning after December 15, 2017,
with early adoption permitted. The Company does not expect the adoption of this
ASU to have a material impact on its consolidated financial statements.
In March 2018, the FASB issued ASU No. 2018-05, Income Taxes
(Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118 . The amendment provides guidance on accounting for
the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities to
complete the accounting under ASC 740 within a one-year measurement period from
the Tax Act enactment date. This standard is effective upon issuance. The Tax
Act has several significant changes that impact all taxpayers, including a
transition tax, which is a one-time tax charge on accumulated, undistributed
foreign earnings. The calculation of accumulated foreign earnings requires an
analysis of each foreign entity’s financial results going back to 1986. The
Company does not expect the adoption of this ASU to have a material impact on
its consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02, Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income .
The guidance permits entities to reclassify tax effects stranded in Accumulated
Other Comprehensive Income as a result of tax reform to retained earnings. This
new guidance is effective for annual and interim periods in fiscal years
beginning after December 15, 2018. Early adoption is permitted in annual and
interim periods and can be applied retrospectively or in the period of
adoption. The Company is currently in the process of evaluating the impact of
adoption on its consolidated financial statements.
|
27 |
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share
(Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives
and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with
Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily
Redeemable Financial Instruments of Certain Nonpublic
Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a
Scope Exception. Part I of this update addresses the complexity of
accounting for certain financial instruments with down round features. Down
round features are features of certain equity-linked instruments (or embedded
features) that result in the strike price being reduced on the basis of the
pricing of future equity offerings. Current accounting guidance creates cost
and complexity for entities that issue financial instruments (such as warrants
and convertible instruments) with down round features that require fair value
measurement of the entire instrument or conversion option. Part II of this
update addresses the difficulty of navigating Topic 480, Distinguishing
Liabilities from Equity, because of the existence of extensive pending
content in the FASB Accounting Standards Codification. This pending content is
the result of the indefinite deferral of accounting requirements about
mandatorily redeemable financial instruments of certain nonpublic
entities and certain mandatorily redeemable non-controlling interests. The
amendments in Part II of this update do not have an accounting effect. This ASU
is effective for fiscal years, and interim periods within those years,
beginning after December 15, 2018. The Company is currently unable to determine
the impact on its consolidated financial statements of the adoption of this new
accounting pronouncement.
In May 2017, the FASB issued ASU 2017-09, Compensation-Stock
Compensation (Topic 718): Scope of Modification Accounting , which
clarifies when a change to the terms or conditions of a share-based payment
award must be accounted for as a modification. The new guidance requires modification
accounting if the fair value, vesting condition or the classification of the
award is not the same immediately before and after a change to the terms and
conditions of the award. The new guidance is effective for all entities for
annual periods, and interim periods within those annual periods, beginning
after December 15, 2017, with early adoption permitted. The Company does not
expect the adoption of this ASU to have a material impact on its consolidated
financial statements.
In January 2017, the FASB issued ASU No. 2017-4, Intangibles –
Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill
Impairment. This update simplifies how an entity is required to test
goodwill for impairment by eliminating Step 2 from the goodwill impairment test.
Step 2 measures a goodwill impairment loss by comparing the implied fair value
of a reporting unit's goodwill with the carrying amount of that goodwill.
Instead, under the amendments in this update, an entity should perform its
annual, or interim, goodwill impairment test by comparing the fair value of a
reporting unit with its carrying amount. An entity should recognize an
impairment charge for the amount by which the carrying amount exceeds the
reporting unit's fair value. An entity should apply the amendments in this
update on a prospective basis. An entity is required to disclose the nature of
and reason for the change in accounting principle upon transition. That
disclosure should be provided in the first annual period and in the interim
period within the first annual period when the entity initially adopts the
amendments in this update. A public business entity that is an SEC filer should
adopt the amendments in this Update for its annual or any interim goodwill
impairment tests in fiscal years beginning after December 15, 2019. The Company
is currently unable to determine the impact on its financial statements of the
adoption of this new accounting pronouncement.
In January 2017, the FASB issued ASU No. 2017-1, Business
Combinations (Topic 805): Clarifying the Definition of a Business. The
amendments in this update clarify the definition of a business with the
objective of adding guidance to assist entities with evaluating whether
transactions should be accounted for as acquisitions (or disposals) of assets
or businesses. The definition of a business affects many areas of accounting
including acquisitions, disposals, goodwill, and consolidation. The amendments
of this ASU are effective for public business entities for annual periods
beginning after December 15, 2018, and interim periods within annual periods
beginning after December 15, 2019. The amendments in this Update are to be
applied prospectively on or after the effective date. The Company is currently
unable to determine the impact on its financial statements of the adoption of
this new accounting pronouncement.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the
information required by this Item.
Item 8. Financial Statements and Supplementary Data
|
28 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Lithium Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Lithium Corporation
(the Company) as of December 31, 2022 and 2021, and the related statements of
operations, stockholders’ equity, and cash flows for each of the years in the
two-year period ended December 31, 2022, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the years in the two-year period ended December
31, 2022, in conformity with accounting principles generally accepted in the
United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has negative cash flows from operations for
the year which raise substantial doubt about its ability to continue as a going
concern. Management’s plans regarding those matters are discussed in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from
the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing separate opinions on the critical
audit matter or on the accounts or disclosures to which they relate.
Black Scholes Calculations
As discussed in Note 7 to the financial statements, the Company utilizes
Black Scholes calculations to determine fair value of the Company’s stock
options.
Auditing management’s calculations of fair value of stock options
involves significant judgements and estimates to determine the proper value.
Volatility and term are the major assumptions used by management in determining
the value of the stock options.
To evaluate the appropriateness of fair value calculation, we evaluated
management’s significant judgements and estimates in what inputs were utilized
within the Black Scholes calculations. Additionally, we evaluated management’s
disclosure of the Black Scholes calculations in Note 7 of the financial
statements.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
We have served as the Company’s auditor since 2016.
Firm ID 2738
Houston, TX
April 14, 2023
|
29 |
LITHIUM Corporation
Balance Sheets
ASSETS |
||||||||
|
|
December
31, 2022 |
|
|
December
31, 2021 |
|
||
CURRENT ASSETS |
|
|
|
|
|
|
||
Cash |
|
$ |
3,576,911 |
|
|
$ |
2,243,121 |
|
Marketable securities |
|
|
372,972 |
|
|
|
393,481 |
|
Deposits |
|
|
700 |
|
|
|
700 |
|
Prepaid expenses |
|
|
37,832 |
|
|
|
21,804 |
|
Total Current Assets |
|
|
3,988,415 |
|
|
|
2,659,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
Equipment, net of accumulated depreciation |
|
|
28,318 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
4,016,733 |
|
|
$ |
2,659,106 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
5,598 |
|
|
$ |
18,705 |
|
Accounts payable and accrued liabilities -
related party |
|
|
25,718 |
|
|
|
2,251 |
|
Allowance for optioned properties |
|
|
1,999,364 |
|
|
|
1,580,970 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
2,030,680 |
|
|
|
1,601,926 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
2,030,680 |
|
|
|
1,601,926 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Common
stock, 3,000,000,000 shares authorized, par value
$0.001; 113,692,441 and 103,492,441 common shares
outstanding, respectively |
|
|
113,693 |
|
|
|
103,493 |
|
Additional paid in capital |
|
|
8,571,524 |
|
|
|
6,925,724 |
|
Additional paid in capital - options |
|
|
887,910 |
|
|
|
191,513 |
|
Additional paid in capital - warrants |
|
|
369,115 |
|
|
|
369,115 |
|
Accumulated deficit |
|
|
(7,956,189 |
) |
|
|
(6,532,665 |
) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
|
|
1,986,053 |
|
|
|
1,057,180 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
4,016,733 |
|
|
$ |
2,659,106 |
|
The accompanying notes are an integral part of these financial
statements.
|
30 |
LITHIUM Corporation
Statements of Operations
|
|
Year
Ended December
31, 2022 |
|
|
Year
Ended December
31, 2021 |
|
||
|
|
|
|
|
|
|
||
REVENUE |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Professional fees |
|
|
57,740 |
|
|
|
74,521 |
|
Depreciation |
|
|
7,332 |
|
|
|
- |
|
Exploration expenses - related party |
|
|
15,151 |
|
|
|
12,234 |
|
Exploration expenses |
|
|
144,816 |
|
|
|
33,756 |
|
Consulting fees - related party |
|
|
459,772 |
|
|
|
120,000 |
|
Consulting fees |
|
|
474,425 |
|
|
|
560,880 |
|
Transfer agent and filing fees |
|
|
26,679 |
|
|
|
27,893 |
|
Travel |
|
|
16,085 |
|
|
|
12,711 |
|
General and administrative expenses |
|
|
32,619 |
|
|
|
13,789 |
|
TOTAL OPERATING EXPENSES |
|
|
1,234,619 |
|
|
|
855,784 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
|
(1,234,619 |
) |
|
|
(855,784 |
) |
|