UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
Or
☐ 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) |
|
(IRS Employer Identification No.) |
|
|
|
1031 Railroad St. Ste. 102B, Elko, Nevada |
|
89801 |
(Address of principal executive offices) |
|
(Zip Code) |
(775) 410-5287
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
Common Stock |
|
LTUM |
|
N/A |
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
|
|
|
Accelerated filer ☐ |
Non-Accelerated filer ☒ |
|
Smaller reporting company ☒ |
|
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date. 116,292,441 common
shares issued and outstanding as of August 14, 2023.
|
|
Comment |
|
|
LITHIUM CORPORATION
FORM 10-Q
TABLE OF CONTENTS
3 |
||
Management’s Discussion and Analysis of Financial
Condition and Results of Operations |
15 |
|
30 |
||
30 |
||
31 |
||
31 |
||
31 |
||
31 |
||
31 |
||
31 |
||
32 |
||
33 |
|
|
2 |
Comment |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three month period
ended June 30, 2023 form part of this quarterly report. They are stated in
United States Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.
LITHIUM Corporation
Balance Sheets
ASSETS |
||||||||
|
|
June 30, 2023 (unaudited) |
|
|
December 31, 2022 |
|
||
CURRENT ASSETS |
|
|
|
|
|
|
||
Cash |
|
$ |
3,659,396 |
|
|
$ |
3,576,911 |
|
Marketable securities |
|
|
212,247 |
|
|
|
372,972 |
|
Deposits |
|
|
700 |
|
|
|
700 |
|
Prepaid expenses |
|
|
18,756 |
|
|
|
37,832 |
|
Total Current Assets |
|
|
3,891,099 |
|
|
|
3,988,415 |
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
Equipment, net of accumulated
depreciation |
|
|
24,652 |
|
|
|
28,318 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
3,915,751 |
|
|
$ |
4,016,733 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities |
|
$ |
4,687 |
|
|
$ |
5,598 |
|
Accounts payable and accrued
liabilities - related party |
|
|
20,811 |
|
|
|
25,718 |
|
Allowance for optioned
properties |
|
|
1,999,364 |
|
|
|
1,999,364 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
2,024,862 |
|
|
|
2,030,680 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
2,024,862 |
|
|
|
2,030,680 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Common
stock, 3,000,000,000 shares authorized, par value $0.001; 116,092,441 and
113,692,441 common shares outstanding, respectively |
|
|
116,093 |
|
|
|
113,693 |
|
Additional paid in capital |
|
|
8,823,724 |
|
|
|
8,571,524 |
|
Additional paid in capital -
options |
|
|
957,247 |
|
|
|
887,910 |
|
Additional paid in capital - warrants |
|
|
369,115 |
|
|
|
369,115 |
|
Accumulated deficit |
|
|
(8,375,290 |
) |
|
|
(7,956,189 |
) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
|
|
1,890,889 |
|
|
|
1,986,053 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY |
|
$ |
3,915,751 |
|
|
$ |
4,016,733 |
|
The accompanying notes are an integral part of these
financial statements.
|
|
3 |
Comment |
LITHIUM Corporation
Statements of Operations
(unaudited)
|
|
Three Months Ended June 30, 2023 |
|
|
Three Months Ended June 30, 2022 |
|
|
Six Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2022 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
REVENUE |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
24,023 |
|
|
|
32,431 |
|
|
|
35,526 |
|
|
|
42,313 |
|
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
|
|
3,666 |
|
|
|
3,666 |
|
Exploration expenses - related
party |
|
|
- |
|
|
|
3,078 |
|
|
|
3,779 |
|
|
|
9,297 |
|
Exploration expenses |
|
|
4,798 |
|
|
|
62,355 |
|
|
|
4,798 |
|
|
|
71,221 |
|
Consulting fees - related party |
|
|
68,000 |
|
|
|
367,967 |
|
|
|
169,984 |
|
|
|
412,967 |
|
Consulting fees |
|
|
12,800 |
|
|
|
384,480 |
|
|
|
65,953 |
|
|
|
389,730 |
|
Transfer agent and filing fees |
|
|
4,812 |
|
|
|
10,634 |
|
|
|
13,198 |
|
|
|
17,227 |
|
Travel |
|
|
1,511 |
|
|
|
3,692 |
|
|
|
2,596 |
|
|
|
6,825 |
|
General and administrative
expenses |
|
|
7,868 |
|
|
|
6,579 |
|
|
|
21,034 |
|
|
|
10,528 |
|
Writedown of mineral property |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
TOTAL OPERATING EXPENSES |
|
|
125,645 |
|
|
|
873,049 |
|
|
|
320,534 |
|
|
|
963,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
|
(125,645 |
) |
|
|
(873,049 |
) |
|
|
(320,534 |
) |
|
|
(963,774 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of
marketable securities |
|
|
(49,773 |
) |
|
|
(400,605 |
) |
|
|
(151,448 |
) |
|
|
(55,005 |
) |
Other income |
|
|
18,688 |
|
|
|
19,500 |
|
|
|
37,076 |
|
|
|
59,500 |
|
Gain (Loss) on sale of
marketable securities |
|
|
5,805 |
|
|
|
- |
|
|
|
5,805 |
|
|
|
- |
|
Other income - related party |
|
|
- |
|
|
|
- |
|
|
|
10,000 |
|
|
|
- |
|
TOTAL OTHER INCOME (EXPENSE) |
|
|
(25,280 |
) |
|
|
(381,105 |
) |
|
|
(98,567 |
) |
|
|
4,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
|
(150,925 |
) |
|
|
(1,254,154 |
) |
|
|
(419,101 |
) |
|
|
(959,279 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
(150,925 |
) |
|
$ |
(1,254,154 |
) |
|
$ |
(419,101 |
) |
|
$ |
(959,279 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED |
|
|
115,907,826 |
|
|
|
105,861,672 |
|
|
|
115,176,419 |
|
|
|
104,990,784 |
|
The accompanying notes are an integral part of these
financial statements.
|
|
4 |
Comment |
LITHIUM Corparation
Statements of Stockholders' Equity
(unaudited)
|
|
|
|
|
|
|
|
Additional |
|
|
Additional |
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
Additional |
|
|
Paid-in |
|
|
Paid-in |
|
|
|
|
Total |
|
||||||||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Capital - |
|
|
Capital - |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Warrants |
|
|
Options |
|
|
Deficit |
|
|
Equity |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, December 31, 2021 |
|
|
103,492,441 |
|
|
$ |
103,493 |
|
|
$ |
6,925,724 |
|
|
$ |
369,115 |
|
|
$ |
191,513 |
|
|
$ |
(6,532,665 |
) |
|
$ |
1,057,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
1,600,000 |
|
|
|
1,600 |
|
|
|
332,400 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
334,000 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
294,875 |
|
|
|
294,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
|
|
105,092,441 |
|
|
|
105,093 |
|
|
|
7,258,124 |
|
|
|
369,115 |
|
|
|
191,513 |
|
|
|
(6,237,790 |
) |
|
|
1,686,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
2,000,000 |
|
|
|
2,000 |
|
|
|
441,200 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
443,200 |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
696,397 |
|
|
|
- |
|
|
|
696,397 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,254,154 |
) |
|
|
(1,254,154 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2022 |
|
|
107,092,441 |
|
|
$ |
107,093 |
|
|
$ |
7,699,324 |
|
|
$ |
369,115 |
|
|
$ |
887,910 |
|
|
$ |
(7,491,944 |
) |
|
$ |
1,571,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022 |
|
|
113,692,441 |
|
|
|
113,693 |
|
|
|
8,571,524 |
|
|
|
369,115 |
|
|
|
887,910 |
|
|
|
(7,956,189 |
) |
|
|
1,986,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
2,200,000 |
|
|
|
2,200 |
|
|
|
233,200 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
235,400 |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
69,337 |
|
|
|
- |
|
|
|
69,337 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(268,176 |
) |
|
|
(268,176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2023 |
|
|
115,892,441 |
|
|
|
115,893 |
|
|
|
8,804,724 |
|
|
|
369,115 |
|
|
|
957,247 |
|
|
|
(8,224,365 |
) |
|
|
2,022,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
200,000 |
|
|
|
200 |
|
|
|
19,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
19,200 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(150,925 |
) |
|
|
(150,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2023 |
|
|
231,984,882 |
|
|
$ |
116,093 |
|
|
$ |
8,823,724 |
|
|
$ |
369,115 |
|
|
$ |
957,247 |
|
|
$ |
(8,375,290 |
) |
|
$ |
1,890,889 |
|
The accompanying notes are an integral part of these
financial statements.
|
|
5 |
Comment |
LITHIUM Corporation
Statements of Cash Flows
(unaudited)
|
|
Six Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2022 |
|
||
CASH
FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income (loss) for the period |
|
$ |
(419,101 |
) |
|
$ |
(959,279 |
) |
Adjustment to reconcile net income (loss) to net
cash used in operating activities |
|
|
|
|
|
|
|
|
Change in fair value of
marketable securities |
|
|
151,448 |
|
|
|
55,005 |
|
Depreciation |
|
|
3,666 |
|
|
|
3,666 |
|
Stock based compensation |
|
|
69,337 |
|
|
|
696,397 |
|
Gain on sale of marketable
securities |
|
|
(5,805 |
) |
|
|
- |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) Decrease in prepaid
expenses |
|
|
19,076 |
|
|
|
4,385 |
|
Increase (decrease) in accounts
payable and accrued liabilities |
|
|
(5,818 |
) |
|
|
11,057 |
|
Net Cash (Used in) Operating Activities |
|
|
(187,197 |
) |
|
|
(188,769 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITY: |
|
|
|
|
|
|
|
|
Cash from property agreements |
|
|
- |
|
|
|
65,000 |
|
Cash from sale of marketable
securities |
|
|
15,082 |
|
|
|
- |
|
Purchase of equipment |
|
|
- |
|
|
|
(35,650 |
) |
Net Cash Provided by Investing Activities |
|
|
15,082 |
|
|
|
29,350 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITY: |
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
254,600 |
|
|
|
777,200 |
|
Net Cash Provided by Finanicng Activity |
|
|
254,600 |
|
|
|
777,200 |
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in cash |
|
|
82,485 |
|
|
|
617,781 |
|
Cash, beginning of period |
|
|
3,576,911 |
|
|
|
2,243,121 |
|
Cash, end of period |
|
$ |
3,659,396 |
|
|
$ |
2,860,902 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
- |
|
|
$ |
- |
|
Cash paid for income taxes |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
NON CASH TRANSACTIONS |
|
|
|
|
|
|
|
|
Marketable securities received
as consideration for mineral property |
|
$ |
- |
|
|
$ |
- |
|
The accompanying notes are an integral part of these
financial statements.
|
|
6 |
Comment |
Lithium Corporation
Notes to the Financial Statements
June 30, 2023
Note 1 - Summary of Significant Accounting Policies
Lithium Corporation (formerly Utalk Communications Inc.) (the
“Company”) was incorporated on January 30, 2007 under the laws of Nevada. On
September 30, 2009, Utalk Communications Inc. changed its name to Lithium
Corporation.
Nevada Lithium Corporation was incorporated on March 16, 2009 under the
laws of Nevada under the name Lithium Corporation. On September 10, 2009, the
Company amended its articles of incorporation to change its name to Nevada
Lithium Corporation. By agreement dated October 9, 2009 Nevada Lithium
Corporation and Lithium Corporation amalgamated as Lithium Corporation. Lithium
Corporation is engaged in the acquisition and development of certain lithium
interests in the state of Nevada, and battery or Tech metals prospects in
British Columbia and is currently in the exploration stage.
Accounting Basis
The Company uses the accrual basis of accounting and accounting
principles generally accepted in the United States of America ("GAAP"
accounting). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and short-term
instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances
of which at times may exceed federally insured limits. The Company continually
monitors its banking relationships and consequently has not experienced any
losses in such accounts. The Company believes it is not exposed to any
significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Such estimates include the useful life of equipment and
inputs related to the calculation of the fair value of stock options.
Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenues under ASC 606 — Revenue from Contracts
with Customers. Under ASC 606, the Company recognizes revenue from the
commercial sales of products, licensing agreements and contracts to perform
pilot studies by applying the following steps: (1) identify the contract with a
customer; (2) identify the performance obligations in the contract; (3)
determine the transaction price; (4) allocate the transaction price to each
performance obligation in the contract; and (5) recognize revenue when each
performance obligation is satisfied.
Research and Development
Research and development costs are expensed as incurred. During the
three and six months ended June 30, 2023 and 2022, the Company did not have any
research and development costs.
|
|
7 |
Comment |
Advertising Costs
Advertising costs are expensed as incurred. During three and six months
ended June 30, 2023 and 2022, the Company did not have any advertising costs.
Income per Share
Basic income per share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding during
the period. The computation of diluted earnings per share assumes the
conversion, exercise or contingent issuance of securities only when such
conversion, exercise or issuance would have a dilutive effect on earnings per
share. The dilutive effect of convertible securities, represented by 3,700,000
stock options outstanding at June 30, 2023 (December 31, 2022: 3,700,000), is
excluded 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.
Optioned Properties
Properties under the Company’s ownership which have been optioned to a
third party are deemed the Company’s property until all obligations under an
option agreement are met, at which point the ownership of the property
transfers to the third party. All non-refundable payments received prior
to all obligations under an option agreement being met are considered
liabilities until such time all obligations have been met, at which time
ownership of the property transfers to the third party and the Company includes
option payments into its statement of operations.
Recent Accounting Pronouncements
In January 2016, the Financial Accounting
Standards Board ("FASB"), issued Accounting
Standards Update ("ASU") 2016-01, "Financial
Instruments-Overall (Subtopic 825-10): Recognition and Measurement of
Financial Assets and Financial Liabilities," which amends the guidance in
U.S. generally accepted accounting principles on the classification and
measurement of financial instruments. Changes to the current
guidance primarily affect the accounting for equity investments, financial
liabilities under the fair value option, and the presentation and disclosure
requirements for financial instruments. In addition, the ASU clarifies
guidance related to the valuation allowance assessment when recognizing
deferred tax assets resulting from unrealized losses on available-for-sale debt
securities.
The Company does not expect that recent accounting pronouncements or
changes in accounting pronouncements during the three and six months ended June
30, 2023, are of significance or potential significance to the Company.
|
|
8 |
Comment |
Note 2 – Going Concern
As reflected in the accompanying financial statements, the Company has
used $187,197 (2022: $188,769) of cash in operations for the six months ended
June 30, 2023. This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent on the Company’s ability to raise additional capital and implement
its business plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the opportunity
for the Company to continue as a going concern.
Note 3 – Fair Value of Financial Instruments
Under FASB ASC 820-10-5, fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (an exit
price). The standard outlines a valuation framework and creates a fair value
hierarchy in order to increase the consistency and comparability of fair value
measurements and the related disclosures. Under GAAP, certain assets and
liabilities must be measured at fair value, and FASB ASC 820-10-50 details the
disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must be measured
under the new fair value standard. The Company’s financial assets and
liabilities are measured using inputs from the three levels of the fair value
hierarchy. The three levels are as follows:
|
· |
Level 1 -
Inputs are unadjusted quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access at the measurement
date. |
|
|
|
|
· |
Level 2 -
Inputs include quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar assets or liabilities in
markets that are not active, inputs other than quoted prices that are
observable for the asset or liability (e.g., interest rates, yield curves,
etc.), and inputs that are derived principally from or corroborated by
observable market data by correlation or other means (market corroborated
inputs). |
|
|
|
|
· |
Level 3 -
Unobservable inputs that reflect our assumptions about the assumptions that
market participants would use in pricing the asset or liability. |
|
|
9 |
Comment |
The following schedule summarizes the valuation of financial
instruments at fair value on a recurring basis in the balance sheets as of June
30, 2023 and December 31, 2022, respectively:
|
|
Fair Value Measurements at June 30, 2023 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
3,659,396 |
|
|
$ |
- |
|
|
$ |
- |
|
Marketable securities |
|
|
212,247 |
|
|
|
- |
|
|
|
- |
|
Total Assets |
|
|
3,871,643 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
3,871,643 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
Fair Value Measurements at December 31,
2022 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
3,576,911 |
|
|
$ |
- |
|
|
$ |
- |
|
Marketable securities |
|
|
372,972 |
|
|
|
- |
|
|
|
- |
|
Total Assets |
|
|
3,949,883 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
3,949,883 |
|
|
$ |
- |
|
|
$ |
- |
|
Note 4 – Marketable Securities
The Company owns marketable securities (common stock) as outlined
below:
Balance, December 31, 2022 |
|
$ |
372,972 |
|
Fair value adjustment |
|
|
(151,448 |
) |
Disposals |
|
|
(9,277 |
) |
|
|
|
|
|
Balance, June 30, 2023 |
|
$ |
212,247 |
|
The Company classifies it’s marketable securities as available for
sale.
During the year ended December 31, 2022, the Company received 7,050,000
common shares from a related party with a value of $126,697 related to the
option of the Fish Lake Property.
During the three and six months ended June 30, 2023, the Company
disposed marketable securities with a cost of $9,277 for proceeds of $15,083
resulting in a gain of $5,805.
Note 5 - Prepaid Expenses
Prepaid expenses consisted of the following at June 30, 2023 and
December 31, 2022:
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Professional fees |
|
$ |
4,500 |
|
|
$ |
4,500 |
|
Other |
|
|
7,269 |
|
|
|
14,918 |
|
Transfer agent fees |
|
|
6,987 |
|
|
|
18,413 |
|
Total prepaid expenses |
|
$ |
18,756 |
|
|
$ |
37,832 |
|
|
|
10 |
Comment |
Note 6 - Capital Stock
The Company is authorized to issue 3,000,000,000 shares of it $0.001
par value common stock.
Common Stock
During the year-ended December 31, 2022, the Company issued 10,200,000
common shares for proceeds of $1,656,000.
During the six months ended June 30, 2023, the Company issued 2,400,000
common shares for proceeds of $254,600.
Note 7 – Stock Options
On May 26, 2022, the Company granted 3,700,000 stock options with an
exercise price of $0.22, a term of 5 years and vest immediately. These options
were vested on the date of grant and resulted in stock-based compensation of
$696,397. Of the options granted, 1,600,000 were granted to 4 related
parties including officers and directors and 2,100,000 were granted to 15
consultants of the Company. On January 24, 2023, the exercise price of
the options was amended to $0.10 per share resulting in a $69,337 stock-based
compensation expense for the six months ended June 30, 2023. As of June 30,
2023, no stock options have been exercised.
The fair value of options granted during the year ended December 31,
2022 were determined using the Black Scholes method with the following
assumptions:
|
|
June 30, 2023 |
|
|
Risk free interest rate |
|
|
3.58 |
% |
Stock volatility factor |
|
101%-114 |
% |
|
Weighted average expected life of options |
|
1.8-4.3 years |
|
|
Expected dividend yield |
|
|
0 |
% |
A summary of the Company’s stock option activity and related
information follows:
|
|
Six Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2022 |
|
||||||||||
|
|
Options |
|
|
Weighted Average Exercise Price |
|
|
Options |
|
|
Weighted Average Exercise Price |
|
||||
Outstanding, beginning of period |
|
|
3,700,000 |
|
|
$ |
0.22 |
|
|
|
- |
|
|
|
- |
|
Granted |
|
|
- |
|
|
|
- |
|
|
|
3,700,000 |
|
|
$ |
0.22 |
|
Repricing |
|
|
- |
|
|
|
(0.12 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period |
|
|
3,700,000 |
|
|
$ |
0.10 |
|
|
|
3,700,000 |
|
|
$ |
0.22 |
|
As of June 30, 2023, the intrinsic value of the stock options was
approximately $0. Stock option expense for the six months ended June 30,
2023 was $69,337 (2022: $777,200).
The following table summarizes the stock options outstanding at June
30, 2023:
Issue Date |
|
Number |
|
|
Price |
|
|
Expiry Date |
|
Outstanding at June 30, 2023 |
|
|
Weighted Average Remaining Contractual
Life (in years) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
May 26, 2022 |
|
|
3,700,000 |
|
|
$ |
0.10 |
|
|
May 26, 2027 |
|
|
3,700,000 |
|
|
|
3.85 |
|
|
|
11 |
Comment |
Note 8 – Mineral Properties
Fish Lake Valley
On April 29, 2021 we signed a Letter Of Intent (LOI) with Morella
Corporation (formerly Altura Mining Limited) an Australian Lithium explorer and
developer, and related party, whereby Morella can earn a 60% interest in the
Fish Lake Valley property by paying the Company $675,000, issuing the
equivalent of $500,000 worth of Altura stock, and expending $2,000,000 of
exploration work in the next four years. To date Morella Corporation has
paid $250,000 and issued 28,176,951 common shares with a fair value of
$1,456,407.
The Letter of Intent was signed with a purchaser that has a common
director as the Company.
San Emidio
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. Surge paid Lithium Corporation $50,000 and issued 200,000 common
shares valued at $51,260 on signing the agreement, but relinquished all
interest in the agreement and the property in July of 2022, so no further funds
or shares were issued under the terms of the agreement.
North Big Smokey
On May 24, 2022 the Company signed a Letter Of Intent (LOI) with
Morella Corporation, an Australian Lithium explorer and developer, and related
party, whereby Morella can earn a 60% interest in the Big North Smokey property
by issuing the equivalent of $500,000 worth of Morella Corporation stock, and
expending $1,000,000 of exploration work in the next four years. To date
Morella Corporation has paid $65,000 and issued 7,050,000 common shares with a
fair value of $126,697.
The Letter of Intent was signed with a purchaser that has a common
director as the Company.
Note 9 – Allowance for Optioned Properties
Fish Lake Valley
On October 21, 2021 we signed an agreement with Morella Corporation, an
Australian Lithium explorer and developer, and related entity whereby Morella
Corporation can earn a 60% interest in the Fish Lake Valley property by paying
the Company $675,000, issuing the equivalent of $500,000 worth of Altura stock,
and expending $2,000,000 of exploration work in the next four years.
As of June 30, 2023, the Company has received $250,000 and received
35,226,951 common shares with a fair value of $1,456,407 in relation to the
letter of intent. The Company recorded $1,706,407 as a liability against
the property until either the purchaser returns the property to the Company or
the purchaser has met all the obligations associated with the agreement, at
which time the liability will be charged to the statement of operations.
The agreement was signed with a purchaser that has a common director as
the Company.
|
|
12 |
Comment |
San Emidio
On September 16, 2021, the Company entered into a Letter of Intent with
respect to the San Emidio Property whereby the optionor will pay $50,000 on
signing (received) and issue 200,000 common shares within 5 days of
closing.
As of June 30, 2023, the Company has received $50,000 and 200,000
common shares, valued at $51,260, in relation to the letter of intent.
The Company recorded $101,260 as a liability against the property until either
the purchaser returns the property to the Company or the purchaser has met all
the obligations associated with the agreement, at which time the liability will
be charged to the statement of operations.
North Big Smokey
On May 24, 2022 the Company signed a Letter Of Intent (LOI) with
Morella Corporation, an Australian Lithium explorer and developer, and related
party, whereby Morella can earn a 60% interest in the Big North Smokey property
by issuing the equivalent of $500,000 worth of Morella Corporation stock, and
expending $1,000,000 of exploration work in the next four years. To date
Morella Corporation has paid $65,000 and received 7,050,000 common shares with
a fair value of $126,697. The Company recorded $191,697 as a liability
against the property until either the purchaser returns the property to the
Company or the purchaser has met all the obligations associated with the agreement,
at which time the liability will be charged to the statement of
operations.
The Letter of Intent was signed with a purchaser that has a common
director as the Company.
Note 10 – Related Party Transactions
For the three and six months ended June 30, 2023, the Company paid cash
consulting fees totaling $68,000 and $140,000 (2022: $45,000 and $90,000),
respectively, to related parties and non-cash stock option compensation
expenses of $Nil and $29,984 ($322,966 and $322,966) to related parties.
The Company paid exploration fees totaling $0 and $3,779 to related
parties for the three and six months ended June 30, 2023 (2022: $3,078 and
$9,297).
The Company paid rent fees totaling $1,500 and $3,000 to related
parties for the three and six months ended June 30, 2023 (2022: $1,500 and
$3,000).
As at June 30, 2023, the Company had $20,811 owing to related parties
(December 31, 2022: $25,718).
During the six months ended June 30, 2023, the company received $10,000
(2022: $Nil) in distributions from Summa, LLC, a Limited Liability Corporation
with some shared management. The Company holds a 25% investment in Summa
LLC. The investment was written off in 2016 as there was significant
doubt about the fair value of the investment in the period.
During the year ended December 31, 2022, the Company received $65,000
and received 7,050,000 common shares with a fair value of $126,697 from a
related party through common directors in relation to the letter of intent
signed in relation to the North Big Smokey Property. See notes 4, 7 and
8.
During the year ended December 31, 2022, the Company received $150,000
and 35,226,951 common shares from a related party through common directors with
a fair value of $1,456,407 in relation to the agreement signed in relation to
the Fish Lake property. See note 4, 7 and 8.
|
|
13 |
Comment |
Note 12 – Commitments and Contingencies
On July 1, 2021, the Company signed a rental agreement with a related
party for office and storage space. The rental agreement is on a
month-to-month basis for a monthly fee of $500 with no escalating
payments. As the Company cannot determine the amount of time it will stay
in the lease then a lease period cannot be determined and, as such, the
agreement does not fall under ASC 842.
From time to time, we may be involved in routine legal proceedings, as
well as demands, claims and threatened litigation that arise in the normal
course of our business. The ultimate amount of liability, if any, for any
claims of any type (either alone or in the aggregate) may materially and
adversely affect our financial condition, results of operations and liquidity.
In addition, the ultimate outcome of any litigation is uncertain. Any outcome,
whether favorable or unfavorable, may materially and adversely affect us due to
legal costs and expenses, diversion of management attention and other factors.
We expense legal costs in the period incurred. We cannot assure you that
additional contingencies of a legal nature or contingencies having legal
aspects will not be asserted against us in the future, and these matters could
relate to prior, current or future transactions or events. As of December 31,
2022, there were no pending or threatened litigation against the Company.
Note 13 – Subsequent Events
The Company has analyzed its operations subsequent to June 30, 2023
through the date these financial statements were issued, and has determined
that it does not have any material subsequent events.
|
|
14 |
Comment |
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as
“may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential” or “continue” or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry’s actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our unaudited financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. The following discussion should be read in conjunction
with our financial statements and the related notes that appear elsewhere in
this quarterly report. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.
In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to “common
shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our
company” mean Lithium Corporation and our now defunct wholly-owned subsidiary
Lithium Royalty Corp., a Nevada company, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on January
30, 2007 under the name “Utalk Communications Inc.”. At inception, we were a
development stage corporation engaged in the business of developing and
marketing a call-back service using a call-back platform. Because we were not
successful in implementing our business plan, we considered various
alternatives to ensure the viability and solvency of our company.
On August 31, 2009, we entered into a letter of intent with Nevada
Lithium Corporation regarding a business combination which could be effected in
one of several different ways, including an asset acquisition, merger of our
company and Nevada Lithium, or a share exchange whereby we would purchase the
shares of Nevada Lithium from its shareholders in exchange for restricted
shares of our common stock.
Effective September 30, 2009, we effected a 1 old for 60 new forward
stock split of our issued and outstanding common stock. As a result, our
authorized capital increased from 50,000,000 shares of common stock with a par
value of $0.001 to 3,000,000,000 shares of common stock with a par value of
$0.001 and our then issued and outstanding shares increased from 4,470,000 shares
of common stock to 268,200,000 shares of common stock.
Also effective September 30, 2009, we changed our name from “Utalk
Communications, Inc.” to “Lithium Corporation”, by way of a merger with our
wholly owned subsidiary Lithium Corporation, which was formed solely for the
change of name. The name change and forward stock split became effective with
the Over-the-Counter Bulletin Board at the opening for trading on October 1,
2009 under the stock symbol “LTUM”. Our CUSIP number is 536804107.
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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.
Our Current Business
We are an exploration stage mining company engaged in the
identification, acquisition, and exploration of metals and minerals with a
primary focus on lithium mineralization on properties located in Nevada, and
Graphite and Rare Earth Element properties in British Columbia.
Our current operational focus is to judiciously conduct exploration
activities on all our mineral properties and generate additional prospects for
our exploration portfolio.
In March of 2022 we staked a block of claims covering approximately
3400 acres which roughly corresponds to the lands previously held by Lithium
Corporation’s former subsidiary Lithium Royalty Corp. in 2016/2017. On
May 13, 2022 we signed a Letter of Intent (LOI) with Morella Corporation (a
related party) whereby Morella can earn a 60% interest in the property by
paying $65,000 US (done) to the Company on the signing of the LOI, and issuing
$100,000 worth of Morella shares at the time of signing the formal agreement,
and issuing $100,000 worth of shares at each anniversary of the signing of the
formal agreement over the next four years. Additionally Morella must
incur exploration expenditures of $100,000, $200,000, $300,000 and $400,000 in
years one through four of the option agreement. Should they fulfill these
obligations they will have earned an undivided 60% interest in the property and
may purchase a further 20% interest within 1 year for $750,000, and purchase
the remaining 20% interest within the following year for $750,000. Should
Morella buy Lithium Corporation’s undivided working interest in the property,
the Company will revert to a 2.5 % Net Smelter Royalty interest, ½ of which
would be purchasable by Morella for $1,000,000. Since Optioning the
property Morella has conducted Controlled Source Audio-Magnetotelluric
geophysical and sediment geochemical surveys, staked more claims adjacent to
the original option claim block as well as staking a non-contiguous area to the
north and west of the earlier claims here. Most recently Morella has
commenced a drilling program, testing for both lithium-in-brine and clay
mineralization.
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. In the
last couple of years Morella has completed two phases passive seismic and
magnetotelluric (MT) surveys, and are most recently have received permits for
drilling on both the south and northern blocks. Preparatory work is
currently being done, and drilling on the north block is scheduled to commence
in August 2023. The Company had originally acquired this property through
a June 2009 Option Agreement, and conducted geochemical, geological,
geophysical and drilling work on it over the next several years eventually
announcing via press release on February 16, 2016, that our company has entered
into a letter of intent with 1032701 B.C. Ltd. 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 option to purchase Lithium Corporation's remaining 20% working
interest, which would have left the Company with a 2.5% Net Smelter Royalty,
half of which could have been purchased. Menika Mining, a publicly traded
company on the TSX Venture Exchange subsequently acquired 1032701 B.C.
Ltd and changed their name to American Lithium Corp. The Company received
formal relinquishment of the Purchasers right to earn the interest in the
property on April 30th 2019.
On March 2, 2017 we issued a news release announcing that we had signed
a letter of intent with Bormal Resources Inc. with respect to three
Tantalum-Niobium properties (Michael, Yeehaw, and Three Valley Gap) located in
British Columbia, Canada.
The Michael property in the Trail Creek Mining Division was originally
staked to cover one of the most compelling tantalum (Ta) in stream sediment
anomalies as seen in the government RGS database in British Columbia.
Bormal conducted a stream sediment sampling program in 2014, and determined
that the tantalum-niobium in stream sediment anomaly here is bona fide, and in
the order of 6 kilometers in length. In November of 2016 Lithium
Corporation conducted a short soil geochemistry orientation program on the
property as part of its due diligence, and determined that there are elevated
levels of Niobium-Tantalum in soils here.
Also in the general area of the Michael property the Yeehaw property
had been staked over a similar but lower amplitude Tantalum/rare earth elements
in stream sediment anomaly. Both properties are situated in the Eocene
Coryell Batholith, and it is thought that these anomalies may arise from either
Carbonatite or Pegmatite type deposits. The Company conducted a
helicopter borne bio-geochemical survey on these two properties in June 2017,
which did return anomalous results. This was followed up by a geological
and geochemical examination of the Yeehaw property in early July 2017, and
additional work of a similar nature subsequently in July 2017, and in early
October 2017. The examination uncovered a zone roughly 30 meters wide which
includes an interval that is mineralized with approximately 0.75% Total Rare
Earth Elements (TREE’s). Preliminary geological, and geochemical work were
performed on the Michael property in October of 2016, followed by a brief
airborne biogeochemical survey in June of 2017, and additional ground
geological and geochemical assessment work in early October, 2017, follow-up
work in May of 2018, and more work in 2019, and 2020.
The third property – Three Valley Gap, is in the Revelstoke Mining
Division and is situated in a locale where several Nb-Ta enriched carbonatites
have been noted to occur. A brief field program by Bormal in 2015 located
one of these carbonatites, and concurrent soil sampling determined that the
soils here are enriched with Nb-Ta over the known carbonatite, and indicated
that there are other geochemical anomalies locally that may indicate that more
carbonatites exist here and are shallowly buried.
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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 was transferred by Bormal. During 2017 the Company conducted initial stream, rock and magnetometer surveys on the property, and discovered a 30 meter wide structure (Horseshoe Bend showing) that exhibits anomalous Titanium/REE mineralization. The company 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 m