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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, 2024
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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 |
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98-0530295 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1031 Railroad St,Suite
102B., Elko, Nevada |
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89801 |
(Address of principal executive offices) |
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(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 |
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Name of Each Exchange On Which Registered |
N/A |
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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 |
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Accelerated filer |
☐ |
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Non-accelerated filer |
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Smaller reporting company |
☒ |
(Do not check if smaller reporting company) |
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Emerging growth company |
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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 $0.206 average bid and asked price of such common
equity.
Indicate the number of shares outstanding of each
of the registrant’s classes of common stock as of the latest practicable date.
117,892,441 common shares as of April 2,
2025.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains
forward-looking statements. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled “Risk Factors” that may
cause our or our industry’s actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
Our financial statements are
stated in United States Dollars (US$) 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. 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. On 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.
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 initial 80% interest 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 a related company as it 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
our Company in 2012.
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Since 2009 the Company has been
actively engaged in project generation, conducting initial exploration studies,
and if warranted staking and further exploring a number of exploration stage
properties. The most notable of these have been the San Emidio
lithium-in-brine property, and the North Big Smoky Lithium-in-brine property
(currently under option to Morella Corporation, a related company) both of
which are in Nevada. The Company has also from time to time entered into
option agreements with third parties on smaller properties and enlarged the
area of these while conducting preliminary exploration studies. The most
notable of these are the BC Sugar flake graphite prospect, and the Yeehaw
Titanium/Rare Earth Element prospect, both of which are situated in British
Columbia. The Company maintains small or modest claim positions in what
we consider to be the hearts of all these potentially prospective areas.
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”. Summa maintains a 100% interest
in several fee title mining properties throughout Nevada, all of which sprang
out of Howard Hughes’s Hughes Tool Company. 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 $167,500. The flagship of the portfolio, the Tonopah
mining property was optioned in early 2020, and the Optionee has earned a 100%
interest in the property. Summa still retains a 1% (LTUM’s net share
0.25%) Net Smelter Royalty on the property.
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 “critical” metals properties in British
Columbia.
Our current operational focus is
to conduct generative exploration activities in Nevada, and in British
Columbia, developing early-stage projects with an eye to joint venturing them,
or attracting capital to further explore and possibly develop these properties
if results warrant. To that end in 2024 we staked an 11,067.90-acre
(4,479.04 hectare) group of claims in British Columbia which are prospective
for Fluorspar mineralization and conducted a first pass geochemical survey
there. The Company is currently reviewing the results from the work done
here to date and determining how best to optimize our claim position here, and
whether to conduct follow-up work during the field season of 2025.
In December of 2024 the Company
staked 3,285.27 acres (1329.51 hectares) of claims in three discrete locales in
Southern British Columbia that may be prospective for hosting Antimony
mineralization. The company intends to do initial geological and geochemical
investigations in these areas in 2025.
Additionally, the Company staked
a 201.34-acre (81.48 hectare) claim covering the geochemically anomalous area
discovered at the Three Valley Gap carbonatite hosted Tantalum-Niobium
prospect, that was originally part of the 2017 Bormal
option, and which had recently come open for the relocation of claims.
The Company is currently reviewing data from past exploration here, researching
latest developments on similar nearby properties, and determining what work
might be warranted being undertaken here in 2025.
Also in 2024, in a bit of a
departure from the Company’s mineral exploration activities, the Company
evaluated a number of solar power generation and/or energy storage scenarios
focusing on opportunities in the Pacific Northwest. It is felt that solar
PV generation could potentially be a viable path to cash generation with only a
modest capital outlay.
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In March of 2022 we staked a
block of claims in North Big Smoky Valley 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 concluded a
four-hole drilling program, testing for both lithium-in-brine and clay
mineralization, where anomalous lithium-in-clay mineralization was discovered,
but no lithium-in-brine mineralization was encountered. Morella is
currently up to date with respect to all option obligations here.
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 in May 2016, to a company that
ultimately merged with American Lithium Corp., and under the terms of the
agreement American Lithium could have earned an 80% interest in the property by
incurring exploration expenditures, and making share
payments over a three year period. In June 2018 we received notice that
American Lithium was relinquishing any further right to earn an interest in the
property. 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 here and is currently considering next steps with respect to
exploring and developing this property.
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 common stock (1MC:ASX, Altaf:OTC-QB), and expending $2,000,000 on exploration work
over the next four years. Previously, in 2016 the Company had entered
into an option agreement with a company that eventually became American Lithium
Corp., who conducted various geochemical and geophysical work on the property
and drilled one exploratory borehole. While American Lithium 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. In the
last couple of years Morella has completed two phases of passive seismic and magnetotelluric (MT) surveys and have received permits for
drilling on both the south and northern blocks. Preparatory work for drilling
was done during the summer of 2023, and drilling commenced on an exploratory
borehole in early October 2023, to the northeast of the playa, proximal to but
away from the area of known mineralization. Only moderate mineralization
was encountered in the 2023 drillhole in both clays and brines. To date
Morella is current with all exploration and share payment obligations under the
2021 agreement, however the anniversary cash payment of $150,000 is currently
in abeyance as both companies are in discussions trying to determine if there
might be a way to optimize our respective holdings or interests in the two
prospects that Morella is currently earning-in on.
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.
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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.
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.
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.
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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.
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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.
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 $3,065,858 as of December 31, 2024. At
December 31, 2024 we had working capital of $894,399.
We incurred a net loss of $964,597 for the year ended December 31, 2024.
We estimate our average monthly operating expenses to be approximately $45,000,
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.
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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.
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.
|
9 |
Item 1C. Cybersecurity
Risk Management and Strategy
The Company has processes for
assessing, identifying, and managing material risks from cybersecurity threats.
These processes are integrated into the Company’s overall risk management
systems, as overseen by the Company’s board of directors, primarily through its
audit committee.
Governance
Board of Directors
The audit committee of the
Company’s board of directors, with the input of management, oversees the
Company’s internal controls, including internal controls designed to assess,
identify, and manage material risks from cybersecurity threats. The audit committee
is informed of material risks, when applicable, from cybersecurity threats by
the Company’s Chief Executive Officer. Updates on cybersecurity matters,
including material risks and threats, are provided to the Company’s
audit committee, and the audit committee provides updates to the Company’s
board of directors at regular board meetings.
Management
Under the oversight of the audit
committee of the Company’s board of directors, the Company’s Chief Executive
Officer is primarily responsible for the assessment and management of
material cybersecurity risks and establishing and maintaining adequate and
effective internal controls covering cybersecurity matters.
The audit committee of the
Company’s board of directors, with the assistance of the Company’s Chief
Executive Officer, is responsible for overseeing the establishment and
effectiveness of controls and other procedures, including controls and
procedures related to the public disclosure of material cybersecurity matters.
As of the date of this report,
other than the foregoing, the Company is not aware of any
cybersecurity incidents that have materially affected or are reasonably likely
to materially affect the Company, including its business strategy, results of
operations, or financial condition and that are required to be reported in this
report. For further discussion of the risks associated with cybersecurity
incidents, see the cybersecurity risk factors in Item 1A. Risk Factors in this
report.
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 Ti/REE, Graphite, Fluorspar and Antimony prospects in
Southern British Columbia, 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
Of our various property
interests, we consider the Fish Lake Valley Property to be our material
property interest.
Fish Lake Valley Property
Lithium Corp’s flagship property
is the Fish Lake Valley Project that is a lithium brine prospect - similar to
the salars of Chile & Peru, and more importantly
Albemarle’s Silver Peak lithium-in-brine facility in Clayton Valley Nevada,
which is only approximately 25 miles to the southeast of our property. For
decades Silver Peak has been the only lithium producing facility in North
America. Production commenced at Silver Peak in 1966, and they have been
producing lithium carbonate from brines on a continuous basis since. Lithium
Corp’s Fish Lake Valley Project is in a highly analogous geologic setting and
geothermal regime to Clayton Valley.
|
10 |
Fish Lake Valley Project in
Esmeralda County, Nevada, west central Nevada USA consists of Lithium Corp’s
100% owned 297 placer claims totaling 10,972 acres (4,440 hectares). The
prospect is a lithium/boron/potassium enriched playa (also known as a salar, salt marsh, or salt pan), with the area of greatest
interest roughly centered at 417000E 4195550N (WGS 84). approximately 18 miles
from the California border.
Map 1, Fish Lake Valley Project claim outline.
|
11 |
It is roughly 37 miles to the
west-southwest of Tonopah Nevada, 37 miles north-northeast of Bishop
California, and 174 miles to the northwest of Las Vegas Nevada, the largest
population center in the region. Using the Public Land Survey System, the center
of the property is Township 1S, Range 36E, Section 11, Mount Diablo Meridian.
Fish Lake Valley has not had mining production in
the most recent three fiscal years although the property was developed as a
borate producer in the late 1860’s, with the earliest record of production in
1873. Production by 1875 was in the order of 2 tons (1.814 tonnes) of
concentrated borax daily. Operations ceased sometime prior to the 1900’s and
there is no record of any further activity or exploration until the 1970’s,
when interest in lithium brines was high due to the discovery and eventual
development of the Silver Peak deposit in nearby Clayton Valley. During the
1970’s the USGS conducted some lithium focused exploration in the general area
and drilled several holes on the periphery of the playa. During the 1980’s US
Borax discovered the Cave Springs boron/lithium clay deposits which are several
kilometers to the east of the Fish Lake Valley playa. These deposits were
called the Borate Hills and were being explored during 2011 by American Lithium
Minerals, Inc. in a joint venture with Japan Oil and Gas (JOGMEC). Recently the
property has been renamed as the Rhyolite Ridge Lithium-Boron Project that is
currently being developed by an Australian explorer, Ioneer Limited.
While Fish Lake Valley has seen
sporadic exploration since the 1970’s no modern processing facilities exist in
Fish Lake Valley. The ruins from Francis
“Borax” Smith’s Pacific Borax plant on the west side of the playa at Fish Lake
Valley dating to the 1870’s are still visible here, as are the dumps, and some
scattered equipment from one of his later ventures on the south end of the
playa.
The property was originally held
under a 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. 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
production by evaporative or direct lithium extraction (DLE) methods.
Access is excellent in Fish Lake
Valley with all-weather gravel roads leading to the property from state
highways 264, and 265, and maintained dirt 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. The infrastructure is excellent
in the general area of the Fish Lake Valley prospect. Power is available along
highway 264 which runs north to south some 8 miles to the west of the property.
The capacity of the line is unknown however it does appear on government issued
maps as being equal to or greater than 55 kilovolts to the south of the village
of Dyer. There are defined geothermal resources around the prospect. Should
lithium production be established in the valley it may present an opportunity
to the company who originally defined these geothermal resources to continue to
the development stage. Abundant fresh water is available in the valley to the
south of the northern playa. Most supplies are available in Tonopah which is
approximately 75 miles by road from the property. Also, sufficient manpower is
available in the region, and some personnel exist locally with training
specific to lithium brine processing due to the proximity of the property to
Albemarle’s Silver Peak operation. The property does have patchy cell phone
service from two different providers. Las Vegas’ Harry Reid International
Airport is 249 miles by road to the southeast of the property, while Reno-Tahoe
International Airport is 213 miles by road to the northwest, and Elko (which is
an important mining supply center) is approximately 334 miles by road from the
property. The playa or claim block area should be large enough to accommodate a
production facility like that found at Silver Peak, and there are several
potential processing plant sites in the area.
|
12 |
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 shallow 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 has 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.
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., could have acquired 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. 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 all
anniversary payments since, and has issued a total of 55,560,526 shares of
Morella (1MC:ASX, Altaf:OTC-QB) common stock to
date. Morella has completed Passive Seismic and Magneto-telluric surveys,
have permitted 8 drill sites, installed surface casing on the first site on the
southern block, while conducting ongoing tests for amenability to direct
lithium extraction (DLE). Drilling commenced in early October 2023, to
the northeast of the playa, proximal to but away from the area of known
mineralization. Only moderate lithium mineralization was encountered in
the 2023 drillhole in both clays and brines.
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13 |
In addition to the cash and
share payments under the Option Agreement, Morella is to perform and
exploration and development work on the property in the value of:
Year 1: |
|
$ |
200,000 |
|
Year 2: |
|
$ |
400,000 |
|
Year 3: |
|
$ |
600,000 |
|
Year 4: |
|
$ |
800,000 |
|
Under the Option Agreement
Morella is the operator of the Fish Lake Valley Project and is responsible for
all exploration efforts. Fish Lake Valley Project is an early-stage exploration
property and is currently permitted under a BLM Notice of Intent (NOI) level
permit. This permit limits surface disturbance to 5 acres or less.
Fish Lake Valley does not currently have any
Proven, Probable, Measured, Indicated, or Inferred Resources or other
quantified Resources.
Table 1 to Paragraph (b) – Summary Mineral
Resources at End of the Fiscal Year Ended December 31, 2023.
|
Measured Mineral Resources |
Indicated Mineral Resources |
Measured + Indicated Mineral Resources |
Inferred Mineral Resources |
||||
|
Amount |
Grade/Quality |
Amount |
Grade/Quality |
Amount |
Grade/Quality |
Amount |
Grade/Quality |
Lithium |
Nil |
N/A |
Nil |
N/A |
Nil |
N/A |
Nil |
N/A |
Table 1 to Paragraph (b) – Summary Mineral Reserves
at End of the Fiscal Year Ended December 31, 2023.
|
Proven Mineral Reserves |
Probable Mineral Reserves |
Total Mineral Reserves |
|
Proven Mineral Reserves |
Probable Mineral Reserves |
|
Amount |
Grade/Quality |
Amount |
|
Amount |
Grade/Quality |
Lithium |
Nil |
N/A |
Nil |
Lithium |
Nil |
N/A |
There is no equipment currently
on the property as drilling operations are not active now and as earlier
mentioned no facilities have been built on the property.
As there is no processing plant or equipment on the property no book
value is assigned for processing plants or equipment, and as exploration
expenditures are expensed rather than accrued the current book value of the
Fish Lake Valley Project as reported on Lithium Corporation’s financial
statements is zero.
|
14 |
Since Lithium Corporation’s
optioning of the property in 2009 the following work has been conducted on the
property:
|
· |
Surficial sediment sampling – 49 grid
sediment samples were collected, and a further 32 sediment samples from
discrete points on the property in 2009 and early 2010. |
|
· |
Preliminary water sampling 2009-10 – 9 water
samples collected. |
|
· |
Surficial sediment temperature and pH/ORP
survey, March 2010. |
|
· |
SP gradient surveys on the northern playa
March 2010, a total of 8.525-line km surveyed. Also, a 1 km line of long-wire
SP surveying was completed on a line where a gradient survey was performed
earlier. |
|
· |
Gravity survey of the southern playa in May
2010 – an area of approximately 6 km2 was investigated via high-definition
gravity. Follow-up surveying was completed in October 2011 and a further 30
stations were read. The northern playa was too wet to access for survey work. |
|
· |
Near surface brine and sediment sampling
program in March 2011 – 39 brine samples. |
|
· |
Gravity survey of the northern playa in
August 2011. An abortive attempt was made to survey the northern playa where
22 stations were setup on the periphery. The northern playa was too wet to
survey. |
|
· |
Direct push drilling program in October
2011, included 41 holes at 25 sites (1080.77 m) a total of 37 samples
collected. |
|
· |
Direct push drilling program in November
2012, included 19 holes at 17 sites (362.97 m). |
|
· |
a total of 19 samples collected. |
|
· |
Confirmatory and expanded hand auger drill
hole brine sampling by American Lithium Corporation in 2016. A total of 154
samples collected. |
|
· |
Geological and Geophysical collaboration
between American Lithium Corporation and University of Texas at Dallas,
August 2016. |
|
· |
Drilling of a deep sonic drill hole
(L-16-13A) on the property to the east of the margin of the playa, south of
the area of strongest lithium/boron/potassium mineralization in September
2016. |
|
· |
Passive Seismic, and Audio Magnetotelluric surveys in 2022 – 24. |
|
· |
Brine bench tests to determine amenability
to Direct Lithium Extraction technology |
|
· |
One RC drillhole proximal to the
Northeastern margin of the playa. |
Approximately $25 million dollars has been spent on geothermal
exploration in the general area (personal communication J. Demonyaz)
since the 1980’s, and two deep oil exploration holes were drilled immediately
to the west-southwest of the claim area, both of which were not properly
plugged and abandoned, and currently flow warm geothermal waters from a known
aquifer at about 800-foot depth. Some of this data exists in the public
domain.
Morella currently maintains a BLM issued permit for the drilling of two
holes on the Northeast edge of the playa (one of which was drilled in Fall
2023. These pads are fully compliant with regulations, and a bond has
been registered with the BLM to ensure the full remediation of these
pads. There are no known encumbrances on the property, and to our
knowledge Morella Corp has not pursued additional permitting for future
exploration. Once the next stage of exploration and budgeting has been determined
permitting is expected to take no more than 45 days from the time the permit
application is submitted to the BLM. Key permit conditions are generally
bonding of planned disturbances. No violations or fines are expected or
normally incurred at this stage of exploration as long as the operator executes
the plan in the Notice of Intent that is submitted to the BLM.
San Emidio Property
The San Emidio property, located
in Washoe County in northwestern Nevada, was acquired through the staking of
claims in September 2011, and has expanded and contracted over time depending
on the state of the lithium carbonate market. Currently the Company holds
thirty-five 80-acre Association Placer claims here covering an area of
approximately 2,800 acres (1133 hectares). The property is approximately 65
miles north-northeast of Reno, Nevada, and has excellent infrastructure.
|
15 |
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 seven-hole drilling program with the Bureau of Land Management
in late fall 2011, and a direct push drill campaign commenced in early February
2012. Drilling here delineated a narrow elongated shallow brine anomaly 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 again
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 Fall 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.
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 actively searching for a Joint
Venture Partner for this prospect.
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 two titles here for a cumulative total of
152.39 acres (61.67 hectares). 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.
|
16 |
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.
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.
|
17 |
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
President 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.
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 Summa’s 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 (SSVR). SSVR 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 SSVR 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.
|
18 |
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 on April 29, 2021 we signed a Letter Of Intent (LOI) with an Australian
Lithium explorer and developer Altura Mining Limited a related party. Under the
formal agreement which was signed in October 2021 Altura (now Morella Corp) 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 Morella stock, and
expending $2,000,000 of exploration work in the next four years. To date
Morella is current with all conditions and commitments with respect to the
agreement, and has conducted a sediment geochemistry program, and several
geophysical surveys on a phased basis on the property. Drilling was
conducted in 2023 with moderate lithium in clay mineralization having been
uncovered in the course of the first two-hole program.
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.
|
19 |
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 2025.
Property Internal Controls
All material properties the
company controls are in exploration stage and the company or its Optionors are
not estimating mineral resource or reserves on the company’s properties at this
time. The company is a prospect generator and conducts early stage exploration
level operations. During prospect generation and regional exploration, the
company does not have a formal internal QA/QC program although we do follow
chain of custody (CoC) procedures and use accredited assay labs for analysis.
Chain of Custody procedures we follow involve the geologist taking the samples
oversees the samples personally until that geologist submits the samples to the
appropriate accredited laboratory for analysis. Laboratory accreditation is
typically ISO certified. ISO certification is a seal of approval from a third
party body that a company runs to one of the international standards developed
and published by the International Organization for Standardization.
Exploration programs on the
company’s material properties are conducted by Optionors. The company does not
control the QA/QC procedures instituted by the Optionors and periodically may
receive technical updates from Optionors that describe the QA/QC procedures
although the company does not have input over the QA/QC procedures used.
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 are a party or to which any of our
properties is subject, which would reasonably be likely to have a material
adverse effect on us.
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.
|
20 |
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, 2024 |
$0.039 |
$0.036 |
September
30, 2024 |
$0.055 |
$0.042 |
June 30,
2024 |
$0.048 |
$0.037 |
March 31,
2024 |
$0.04 |
$0.036 |
December
31, 2023 |
$0.091 |
$0.041 |
September
30, 2023 |
$0.1098 |
$0.060 |
June 30,
2023 |
$0.15 |
$0.090 |
March 31,
2023 |
$0.1704 |
$0.079 |
December
31, 2022 |
$0.149 |
$0.072 |
|
(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 March 31, 2025, the
shareholders’ list showed 16 registered shareholders with 117,892,441 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.
Equity Compensation Plan Information
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.
|
21 |
The following table summarizes certain information
regarding our equity compensation plans as at December
31, 2024:
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 |
4,100,000 |
$0.04 |
7,900,000 |
Total |
4,100,000 |
$0.04 |
7,900,000 |
Convertible Securities
As of December 31, 2024, we had
4,100,000 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, 2024 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, 2024.
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, 2024.
Item 6. Selected Financial Data
As a “smaller reporting
company”, we are not required to provide the information required by this Item.
|
22 |
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 our properties in British Columbia, and
the San Emidio, property in Nevada, while 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, 2024 was
$Nil as compared to $400,260 during the year ended December 31, 2023. As at December 31, 2024, we had approximately $3,065,858 in
cash.
Over the next twelve months (beginning March 1,
2025) we expect to expend funds as follows:
Estimated Net Expenditures During the Next Twelve Months |
|
|
||
|
|
$ |
|
|
General, Administrative
Expenses |
|
|
100,000 |
|
Exploration Expenses |
|
|
200,000 |
|
Investor Relations |
|
|
40,000 |
|
Employee and Consultant
Compensation |
|
|
131,000 |
|
Equipment |
|
|
20,000 |
|
Travel |
|
|
10,000 |
|
Total |
|
|
501,000 |
|
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.
|
23 |
Results of Operations - Twelve
Months Ended December 31, 2024 and 2023
The following summary of our
results of operations should be read in conjunction with our financial
statements for the year ended December 31, 2024 which
are included herein.
Our operating results for the
twelve months ended December 31, 2024, for the twelve months ended December 31,
2023 and the changes between those periods for the
respective items are summarized as follows:
|
|
Twelve Month Period Ended December 31, 2024 |
|
|
Twelve Month Period Ended December 31, 2023 |
|
|
Change Between Twelve Month Periods Ended December 31, 2024 and December 31, 2023 |
|
|||
Revenue |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Professional fees |
|
|
58,453 |
|
|
|
61,818 |
|
|
|
(3,365 |
) |
Depreciation |
|
|
7,332 |
|
|
|
7,332 |
|
|
|
- |
|
Exploration expenses |
|
|
181,349 |
|
|
|
50,334 |
|
|
|
131,015 |
|
Consulting fees – related
party |
|
|
- |
|
|
|
127,337 |
|
|
|
(127,337 |
) |
Consulting fees |
|
|
437,392 |
|
|
|
288,000 |
|
|
|
149,392 |
|
Transfer agent and filing fees |
|
|
21,265 |
|
|
|
32,856 |
|
|
|
(11,591 |
) |
Travel |
|
|
19,587 |
|
|
|
7,748 |
|
|
|
11,839 |
|
General and administrative |
|
|
28,047 |
|
|
|
35,549 |
|
|
|
(7,502 |
) |
Change in fair value of
marketable securities |
|
|
285,953 |
|
|
|
199,611 |
|
|
|
86,342 |
|
Other income |
|
|
(74,781 |
) |
|
|
(192,392 |
) |
|
|
117,611 |
|
Net loss |
|
$ |
964,597 |
|
|
$ |
618,193 |
|
|
$ |
346,404 |
|
Our financial statements report
a net loss of $964,597 for the twelve month period ended December 31, 2024 compared to a net loss of $618,193 for the twelve month
period ended December 31, 2023. Our losses have increased by $346,404,
primarily as a result of an increase in consulting fees both to related parties
and non-related parties due to a decrease in stock based compensation. In
addition, the increase in net loss is attributable to an increase in
exploration expenses, an increase in changes in fair value of marketable
securities and by a decrease in other income.
Our operating expenses for the
year ended December 31, 2024 were $753,425 compared to
$610,974 for the year ended December 31, 2023. The increase in operating
expenses primarily a result of an increase in consulting expenses and an
increase in exploration expenses.
|
24 |
Liquidity and Financial Condition
Working Capital
|
|
At December 31, 2024 |
|
|
At December 31, 2023 |
|
||
Current assets |
|
$ |
3,301,075 |
|
|
$ |
4,023,249 |
|
Current liabilities |
|
|
2,406,676 |
|
|
|
2,225,977 |
|
Working capital (deficiency) |
|
$ |
894,399 |
|
|
$ |
1,797,272 |
|
Cash Flows
|
|
Year Ended |
|
|||||
|
|
December 31 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net cash (used in) operating
activities |
|
$ |
(601,759 |
) |
|
$ |
(430,437 |
) |
Net cash provided by (used in)
investing activities |
|
|
- |
|
|
|
140,082 |
|
Net cash provided by financing
activities |
|
|
- |
|
|
|
381,061 |
|
Net increase (decrease) in
cash during period |
|
$ |
(601,759 |
) |
|
$ |
90,706 |
|
Operating Activities
Net cash used in operating
activities was $601,759 for the year ended December 31, 2024
compared with net cash used in operating activities of $448,978 in the same
period in 2023.
Investing Activities
Net cash provided by investing
activities was $Nil for the year ended December 31, 2024
compared to net cash used in investing activities of $ 140,082 in the same
period in 2023.
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 had 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 also had 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).
|
25 |
Under the Purchase Agreement, on
any business day over the term of the Purchase Agreement, the Company had 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 was not
below $0.25 per share; up to 200,000 shares in the event the price of the
Company’s Common Stock was not below $0.35 per share and up to 250,000 shares
in the event the price of the Company’s Common Stock was 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 could not exceed
$500,000. The Purchase Agreement provided 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 submitted a Purchase Notice to Lincoln Park, the Company also
had 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 would 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 had no right to
require the Company to sell any shares of Common Stock to Lincoln Park, but
Lincoln Park was obligated to make purchases as the Company directed, subject
to certain conditions. There were no upper limits on the price per share that
Lincoln Park would have paid 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 would 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 had no right to require any sales by
the Company but was obliged to make purchases from the Company as it directed
in accordance with the Purchase Agreement. Lincoln Park had 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, 2023 the Company had sold in total
20,865,018 common shares to Lincoln Park for gross proceeds of $4,101,888, and
there has been no change to this number up to present. The Company did
not use this financing vehicle at all in fiscal year 2024 due to the low share
price of the Company’s common stock, and the term of the financing lapsed in
spring 2024.
|
26 |
Contractual Obligations
As a “smaller reporting
company”, we are not required to provide tabular disclosure obligations.
Going Concern
As of December 31, 2024, our
company had a net loss of $964,597 and has earned no revenues. Our company has
suspended funding operations through our financing arrangement with Lincoln
Park Capital in early 2024 and that facility was allowed to lapse, however the
company has sufficient funds on hand to fund its capital expenditures, working
capital and other cash requirements for the year ending December 31, 2025. 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.
|
27 |
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.
|
28 |
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.
|
29 |
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.
|
30 |
Item 8. Financial Statements and Supplementary Data
LITHIUM
CORPORATION
|
F-1 |
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, 2024 and 2023, and the related statements of operations,
statements of stockholders’ deficit, and cash flows for each of the years in
the two years period ended December 31, 2024, 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, 2024 and 2023,
and the results of its operations and its cash flows for each of the years in
the two years period ended December 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
The Company's Ability to
Continue as a Going Concern
The accompanying financial
statements have been prepared assuming the Company will continue as a going
concern. As discussed in Note 2 to the accompanying financial statements, the
Company has not yet generated any significant revenue, has incurred recurring
losses from operations, generated negative cash flows from operating activities
and had an accumulated deficit that raise substantial doubt about the Company’s
ability to continue as a going concern. Management's evaluation of the events
and conditions and management’s plans in regarding these matters are also
described 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 audit. 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 audit 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 audit,
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 audit 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 audit
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 audit provides a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter
communicated below is a matter arising from the current period audit of the
financial statements that were 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 the
critical audit matter 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 it relates.
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
We have served as the Company’s
auditor since 2017.
The Woodlands, Texas
March 31, 2025
|
F-2 |
LITHIUM Corporation
Balance Sheets
ASSETS |
||||||||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
CURRENT ASSETS |
|
|
|
|
|
|
||
Cash |
|
$ |
3,065,858 |
|
|
$ |
3,667,617 |
|
Marketable securities |
|
|
217,017 |
|
|
|
332,082 |
|
Deposits |
|
|
700 |
|
|
|
700 |
|
Prepaid expenses |
|
|
17,500 |
|
|
|
22,850 |
|
Total Current Assets |
|
|
3,301,075 |
|
|
|
4,023,249 |
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
Equipment, net of accumulated depreciation |
|
|
13,654 |
|
|
|
20,986 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
3,314,729 |
|
|
$ |
4,044,235 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
8,636 |
|
|
$ |
8,386 |
|
Accounts payable and accrued liabilities -
related party |
|
|
36,050 |
|
|
|
26,489 |
|
Allowance for optioned properties |
|
|
2,361,990 |
|
|
|
2,191,102 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
2,406,676 |
|
|
|
2,225,977 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
2,406,676 |
|
|
|
2,225,977 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Common stock, 3,000,000,000 shares
authorized, par value $0.001; 117,892,441 and 117,892,441 common
shares outstanding, respectively |
|
|
117,893 |
|
|
|
117,893 |
|
Additional paid in capital |
|
|
8,948,385 |
|
|
|
8,948,385 |
|
Additional paid in capital - options |
|
|
1,011,639 |
|
|
|
957,247 |
|
Additional paid in capital - warrants |
|
|
369,115 |
|
|
|
369,115 |
|
Accumulated deficit |
|
|
(9,538,979 |
) |
|
|
(8,574,382 |
) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
|
|
908,053 |
|
|
|
1,818,258 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY |
|
$ |
3,314,729 |
|
|
$ |
4,044,235 |
|
The
accompanying notes are an integral part of these financial statements.
|
F-3 |
LITHIUM Corporation
Statements of Operations
|
|
Year Ended December 31, 2024 |
|
|
Year Ended December 31, 2023 |
|
||
|
|
|
|
|
|
|
||
REVENUE |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Professional fees |
|
|
58,453 |
|
|
|
61,818 |
|
Depreciation |
|
|
7,332 |
|
|
|
7,332 |
|
Exploration expenses |
|
|
181,349 |
|
|
|
50,334 |
|
Consulting fees - related party |
|
|
- |
|
|
|
127,337 |
|
Consulting fees |
|
|
437,392 |
|
|
|
288,000 |
|
Transfer agent and filing fees |
|
|
21,265 |
|
|
|
32,856 |
|
Travel |
|
|
19,587 |
|
|
|
7,748 |
|
General and administrative expenses |
|
|
28,047 |
|
|
|
35,549 |
|
TOTAL OPERATING EXPENSES |
|
|
753,425 |
|
|
|
610,974 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
|
(753,425 |
) |
|
|
(610,974 |
) |
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
Gain (Loss) on sale of marketable securities |
|
|
- |
|
|
|
- |
|
Change in fair value of marketable securities |
|
|
(285,953 |
) |
|
|
(199,611 |
) |
Other income |
|
|
74,781 |
|
|
|
75,327 |
|
Gain on return of mineral property |
|
|
- |
|
|
|
101,260 |
|
Gain (Loss) on sale of marketable securities |
|
|
- |
|
|
|
5,805 |
|
Other income - related party |
|
|
- |
|
|
|
10,000 |
|
TOTAL OTHER INCOME (EXPENSE) |
|
|
(211,172 |
) |
|
|
(7,219 |
) |
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
|
(964,597 |
) |
|
|
(618,193 |
) |
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
(964,597 |
) |
|
$ |
(618,193 |
) |
|
|
|
|
|
|
|
|
|
Gain on change in fair value
of marketable securities |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
(LOSS) |
|
$ |
(964,597 |
) |
|
$ |
(618,193 |
) |
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND
DILUTED |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
117,892,441 |
|
|
|
116,108,879 |
|
The
accompanying notes are an integral part of these financial statements.
|
F-4 |
LITHIUM Corparation
Statements of Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
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, 2022 |
|
|
113,692,441 |
|
|
$ |
113,693 |
|
|
$ |
8,571,524 |
|
|
$ |
369,115 |
|
|
$ |
887,910 |
|
|
$ |
(7,956,189 |
) |
|
$ |
1,986,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
4,200,000 |
|
|
|
4,200 |
|
|
|
376,861 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
381,061 |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
69,337 |
|
|
|
- |
|
|
|
69,337 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(618,193 |
) |
|
|
(618,193 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023 |
|
|
117,892,441 |
|
|
|
117,893 |
|
|
|
8,948,385 |
|
|
|
369,115 |
|
|
|
957,247 |
|
|
|
(8,574,382 |
) |
|
|
1,818,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
54,392 |
|
|
|
- |
|
|
|
54,392 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(964,597 |
) |
|
|
(964,597 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,538,979 |
) |
|
$ |
908,053 |
|
The
accompanying notes are an integral part of these financial statements.
|
F-5 |
LITHIUM Corporation
Statements of Cash Flows
|
|
Year Ended December 31, 2024 |
|
|
Year Ended December 31, 2023 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income (loss) for the period |
|
$ |
(964,597 |
) |
|
$ |
(618,193 |
) |
Adjustment to reconcile net
income (loss) to net cash used in operating activities |
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
|
285,953 |
|
|
|
199,611 |
|
Depreciation |
|
|
7,332 |
|
|
|
7,332 |
|
Stock based compensation |
|
|
54,392 |
|
|
|
69,337 |
|
Loss (Gain) on sale of marketable securities |
|
|
- |
|
|
|
(5,805 |
) |
(Gain) on return of mineral property |
|
|
- |
|
|
|
(101,260 |
) |
Changes in assets and
liabilities: |
|
|
|
|
|
|
|
|
(Increase) Decrease in prepaid expenses |
|
|
5,350 |
|
|
|
14,982 |
|
Increase (decrease) in accounts payable and
accrued liabilities |
|
|
9,811 |
|
|
|
3,559 |
|
Net Cash (Used in) Operating
Activities |
|
|
(601,759 |
) |
|
|
(430,437 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITY: |
|
|
|
|
|
|
|
|
Cash from property agreements |
|
|
- |
|
|
|
125,000 |
|
Cash from sale of marketable securities |
|
|
- |
|
|
|
15,082 |
|
Purchase of equipment |
|
|
- |
|
|
|
- |
|
Net Cash Provided by Investing
Activities |
|
|
- |
|
|
|
140,082 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITY: |
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
- |
|
|
|
381,061 |
|
Net Cash Provided by Finanicng Activity |
|
|
- |
|
|
|
381,061 |
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in cash |
|
|
(601,759 |
) |
|
|
90,706 |
|
Cash, beginning of period |
|
|
3,667,617 |
|
|
|
3,576,911 |
|
Cash, end of period |
|
$ |
3,065,858 |
|
|
$ |
3,667,617 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW
INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
- |
|
|
$ |
- |
|
Cash paid for income taxes |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
NON CASH TRANSACTIONS |
|
|
|
|
|
|
|
|
Marketable securities received as consideration
for mineral property |
|
$ |
170,888 |
|
|
$ |
167,968 |
|
The
accompanying notes are an integral part of these financial statements.
|
F-6 |
Lithium Corporation
Notes to the Financial Statements
December 31, 2024
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
Effective January 1, 2018, the
Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606,
the Company recognizes revenue from the commercial sales of products, licensing
agreements and contracts to perform pilot studies by applying the following
steps: (1) identify the contract with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate
the transaction price to each performance obligation in the contract; and (5)
recognize revenue when each performance obligation is satisfied. For the
comparative periods, revenue has not been adjusted and continues to be reported
under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when
the following criteria are met: (1) persuasive evidence of an arrangement
exists; (2) the performance of service has been rendered to a customer or
delivery has occurred; (3) the amount of fee to be paid by a customer is fixed
and determinable; and (4) the collectability of the fee is reasonably assured.
Research and Development
Research and development costs
are expensed as incurred. During the year ended December 31, 2024
and 2023, the Company did not have any research and development costs.
Advertising Costs
Advertising costs are expensed
as incurred. During the year ended December 31, 2024
and 2023, the Company did not have any advertising costs.
|
F-7 |
Income per Share
Basic income per share is
computed by dividing loss available to common shareholders by the weighted
average number of common shares outstanding during the period. The computation
of diluted earnings per share assumes the conversion, exercise or contingent
issuance of securities only when such conversion, exercise or issuance would
have a dilutive effect on earnings per share. The dilutive effect of
convertible securities, represented by 4,100,000 stock options
outstanding, 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. The Company did not have any dilutive securities for the period
ended December 31, 2024.
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.
Investments in Marketable Securities
The Company’s Marketable
Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF-
Trading securities are valued at their fair value when purchased/sold, and any
unrealized gains or losses are recorded periodically on financial reporting
dates as other income or loss.
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 year ended December 31, 2024, are of significance or potential significance
to the Company.
|
F-8 |
Note 2 – Going Concern
As reflected in the accompanying
financial statements, the Company has used $601,759 (2023: $448,978) of
cash in operations for the year ended December 31, 2024. 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. |
The following schedule
summarizes the valuation of financial instruments at fair value on a recurring
basis in the balance sheets as of December 31, 2024
and December 31, 2023, respectively:
|
|
Fair Value Measurements at
December 31, 2024 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
3,065,858 |
|
|
$ |
- |
|
|
$ |
- |
|
Marketable securities |
|
|
217,017 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
3,282,875 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
3,282,875 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
Fair Value Measurements at
December 31, 2023 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
3,667,617 |
|
|
$ |
- |
|
|
$ |
- |
|
Marketable securities |
|
|
332,082 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
3,999,699 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
3,999,699 |
|
|
$ |
- |
|
|
$ |
- |
|
|
F-9 |
Note 4 – Marketable Securities
The Company owns marketable securities (common
stock) as outlined below:
Balance, December 31, 2023 |
|
$ |
332,082 |
|
Additions |
|
|
170,888 |
|
Fair value adjustment |
|
|
(285,953 |
) |
|
|
|
|
|
Balance, December 31, 2024 |
|
$ |
217,017 |
|
The Company classifies it’s marketable securities as available for sale.
During the year ended December
31, 2024, the Company received 4,027,983 common shares from a related
party with a value of $85,444 related to the option of the Fish Lake
Property.
During the year ended December
31, 2024, the Company received 4,027,983 common shares from a related
party with a value of $85,444 related to the option of the North Big Smoky
Property.
Note 5 - Prepaid Expenses
Prepaid expenses consisted of the following at December 31, 2024 and December
31, 2023:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Professional fees |
|
$ |
1,000 |
|
|
$ |
5,500 |
|
Other |
|
|
14,300 |
|
|
|
15,150 |
|
Transfer agent fees |
|
|
2,200 |
|
|
|
2,200 |
|
Total prepaid expenses |
|
$ |
17,500 |
|
|
$ |
22,850 |
|
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, 2023, we issued 4,400,000 common shares for proceeds of
$381,061.
During the year-ended December
31, 2024, the Company did not issue any common shares.
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. Due to the continuing decline of the
company’s share price these options were repriced to $0.10 on January 24th 2023 (resulting in a stock based compensation expense
of $69,337), and again to $0.04 on Jan 11th 2024
(resulting in a stock based compensation expense of $34,827). As of
December 31, 2024 no stock options have been
exercised, and none have been exercised up to and including the date of this
document. During the year-ended December 31,
2024, 100,000 stock options were cancelled.
On January 4, 2024, the Company
granted 500,000 stock options with an exercise price of $0.04, a term
of 5 years and vest immediately. These options were vested on the
date of grant and resulted in stock-based compensation of $19,565.
Employee share options generally differ from transferable share options
in that employees cannot sell their share options. Accordingly, FASB ASC
Topic 718 required that when valuing an employee share option under the Black
Scholes Merton framework the fair value of the employee share options be based
on the share options expected term rather than the contractual terms.
|
F-10 |
The fair value of options
granted during the years ended December 31, 2024 and
2023 were determined using the Black Scholes method with the following
assumptions:
|
|
Year-ended December 31, 2024 |
|
|
Year-ended December 31, 2023 |
|
||
Risk free interest rate |
|
4.0%-4.1% |
|
|
3.6%-4.1% |
|
||
Stock volatility factor |
|
90%-98% |
|
|
95%-101% |
|
||
Weighted average expected life
of options |
|
3.4-5 years |
|
|
2-4 years |
|
||
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
A summary of the Company’s stock option activity
and related information follows:
|
|
Year Ended December 31, 2024 |
|
|
Year Ended December 31, 2023 |
|
||||||||||
|
|
Options |
|
|
Weighted Average Exercise Price |
|
|
Options |
|
|
Weighted Average Exercise Price |
|
||||
Outstanding, beginning of
period |
|
|
3,700,000 |
|
|
$ |
0.10 |
|
|
|
3,700,000 |
|
|
$ |
0.22 |
|
Granted |
|
|
500,000 |
|
|
|
0.04 |
|
|
|
- |
|
|
|
- |
|
Cancelled |
|
|
(100,000 |
) |
|
|
0.04 |
|
|
|
|
|
|
|
|
|
Repricing |
|
|
- |
|
|
|
(0.06 |
) |
|
|
- |
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period |
|
|
4,100,000 |
|
|
$ |
0.04 |
|
|
|
3,700,000 |
|
|
$ |
0.10 |
|
As of December 31, 2024, the
intrinsic value of the stock options was approximately $0. Stock option
expense for the year ended December 31, 2024 was
$54,392 (2023: $69,337). As at December 31,
2024, 4,100,000 are exercisable (December 31, 2023: 3,700,000).
The following table summarizes the stock options
outstanding at December 31, 2024:
Issue Date |
|
Number |
|
|
Price |
|
|
Expiry Date |
|
Outstanding at December 31, 2024 |
|
|
Weighted Average Remaining Contractual Life (in years) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
May 26, 2022 |
|
|
3,600,000 |
|
|
$ |
0.04 |
|
|
May 26, 2027 |
|
|
3,600,000 |
|
|
|
1.65 |
|
January 10, 2024 |
|
|
500,000 |
|
|
$ |
0.04 |
|
|
January 10, 2029 |
|
|
500,000 |
|
|
|
4.26 |
|
Total |
|
|
4,100,000 |
|
|
|
|
|
|
|
|
|
4,100,000 |
|
|
|
|
|
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 $375,000 and issued 6,250,404 common shares with a fair
value of $1,627,075.
The Letter of Intent was signed with a purchaser
that has a common director as the Company.
|
F-11 |
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, so no further funds or shares were issued under the
terms of the agreement. During the year-ended December 31, 2023,
$101,260 was taken into income as a result of the cancellation of the
agreement.
North Big Smoky
On May 24, 2022
our 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 Smoky 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 5,099,650 common shares with a fair value of $294,884.
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
Morella stock, and expending $2,000,000 of exploration work in the next
four years.
As of December 31, 2024, the
Company has received $375,000 and received 6,250,404 common
shares with a fair value of $1,627,075 in relation to the letter of
intent. The Company recorded $2,002,075 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.
North Big Smoky
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 Smoky 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. As of December 31, 2024, Morella Corporation has paid
$65,000 and our company has received 5,099,650 common shares
with a fair value of $294,884. The Company recorded $359,884 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.
|
F-12 |
Note 10 – Related Party
Transactions
The Company paid cash consulting
fees totaling $318,000 to related parties and non-cash stock option
compensation expenses of $Nil to related parties for the year ended December
31, 2024, respectively (2023: $288,000 and $37,280).
The Company paid rent fees
totaling $6,000 to related parties for the year ended December 31, 2024
(2023: $6,000).
As at
December 31, 2024, the Company had $36,050 owing to related parties.
During the year ended December
31, 2024, the company received $Nil (2023: $10,000) 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, 2024, the Company received 4,027,983 common shares with a fair
value of $85,444 from a related party through common directors in relation
to the letter of intent signed in relation to the North Big Smoky Property
(December 31, 2023: 20,037,630 common shares with a fair value of
$83,984). See notes 4, 8 and 9.
During the year ended December
31, 2024, the Company received $Nil and 4,027,983 common shares from
a related party through common directors with a fair value of $85,444 in
relation to the agreement signed in relation to the Fish Lake property
(December 31, 2023: $150,000 and 35,226,951 common shares with a
fair value of $1,456,407). See note 4, 8 and 9.
Note 11 – Income Taxes
As of December 31, 2024, the
Company had net operating loss carry forwards of approximately
$9,538,000 that may be available to reduce future years' taxable income in
varying amounts through 2034. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The provision for Federal income tax consists of
the following for the years ended December 31, 2024
and 2023:
|
|
2024 |
|
|
2023 |
|
||
Federal income tax benefit attributable to: |
|
|
|
|
|
|
||
Current operations |
|
$ |
202,565 |
|
|
$ |
151,085 |
|
Less: valuation allowance |
|
|
(202,565 |
) |
|
|
(151,085 |
) |
Net provision for Federal
income taxes |
|
$ |
- |
|
|
$ |
- |
|
The cumulative tax effect at the expected rate
of 21% (2023: 21%) of significant items comprising our net deferred
tax amount is as follows at December 31, 2024 and 2023:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Deferred tax asset attributable to: |
|
|
|
|
|
|
||
Net operating loss carryover |
|
$ |
2,024,244 |
|
|
$ |
1,821,679 |
|
Less: valuation allowance |
|
|
(2,024,244 |
) |
|
|
(1,821,679 |
) |
Net deferred tax asset |
|
$ |
- |
|
|
$ |
- |
|
Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carry
forwards of approximately $9,538,000 for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur
net operating loss carry forwards may be limited as to use in future years.
|
F-13 |
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, 2024, there were
no pending or threatened litigation against the Company.
Note 13 – Segment Information
The Company operates as a single
reporting segment engaged in the exploration of its properties. The Chief
Operating Decision Makers are the Company's Chief Executive Officer (“CODM”)
who evaluates company performance based on Net income (loss), determined in
accordance with U.S. GAAP, and other non-financial measures to determine the
economic viability of the Company’s exploration properties. The CODM uses
the above measures to assess profitability and guide resource allocations
The CODM conducts monthly
financial reviews, focusing on operational efficiency across the Company's
operations. Investment decisions, including capital expenditures for
exploration and property acquisitions, are made based on expected return on
investment and regulatory considerations in the jurisdictions that the Company
operates.
The following represents segment information for
the Company’s single operating segment, for the periods presented:
|
|
Year Ended December 31, 2024 |
|
|
Revenue |
|
$ |
- |
|
|
|
|
|
|
Professional
fees |
|
|
58,453 |
|
Depreciation |
|
|
7,332 |
|
Exploration |
|
|
181,349 |
|
Consulting |
|
|
437,392 |
|
Transfer
agent and filing fees |
|
|
21,265 |
|
Travel |
|
|
19,587 |
|
General
and administrative |
|
|
28,047 |
|
Other
items |
|
|
211,172 |
|
|
|
|
|
|
Loss |
|
$ |
964,597 |
|
Note 14 – Subsequent Events
The Company has analyzed its
operations subsequent to December 31, 2024 through the
date these financial statements were issued, and has determined that it does
not have any material subsequent events to disclose.
|
F-14 |
Item 9. Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements
related to accounting principles or practices, financial statement disclosure,
internal controls or auditing scope or procedure during the two fiscal years
and interim periods.
Item 9A. Controls and Procedures
Disclosure Controls and
Procedures
We have established disclosure
controls and procedures to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the officers
who certify the Company’s financial reports and to other members of senior
management and the Board of Directors.
Based on their evaluation, the
Company’s principal executive and principal financial officers have concluded
that the Company’s disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were
ineffective as of December 31, 2024 to ensure that the information required to
be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms. Our officers also
concluded that our disclosure controls and procedures are ineffective to ensure
that information required to be disclosed in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive and principal financial officers to allow
timely decisions regarding required disclosure.
Management’s Report on Internal
Control Over Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial
reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are safeguarded
against loss from unauthorized use or disposition, and that transactions are
executed in accordance with management’s authorization and recorded properly to
permit the preparation of financial statements in conformity with accounting
principles generally accepted in the United States. Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2024 In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control-Integrated Framework,
as published in 1992.
Management, with the
participation of the Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2023. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) 2013 Framework in Internal Control — Integrated
Framework. Based on this evaluation, management, with the participation of the
Chief Executive Officer and Chief Financial Officer, concluded that, as of
December 31, 2023, our internal control over financial reporting was
ineffective.
A material weakness is a
deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of our company’s annual or interim financial statements will not be
prevented or detected on a timely basis. In its assessment of the effectiveness
of internal control over financial reporting as of December 31, 2024, our
management determined that there were control deficiencies that constituted
material weaknesses, as described below:
|
● |
There is a lack of accounting personnel with
the requisite knowledge of Generally Accepted Accounting Principles in the US
(“GAAP”) and the financial reporting requirements of the Securities and
Exchange Commission; |
|
● |
There are insufficient written policies and
procedures to ensure the correct application of accounting and financial
reporting with respect to the current requirements of GAAP and SEC disclosure
requirements; and |
|
● |
There is a lack of segregation of duties, in
that we only had one person performing all accounting-related duties. |
|
● |
The Company did not establish a formal
written policy for the approval, identification and authorization of related
party transactions. |
|
31 |
Our management reviewed
the results of its assessment with our Board of Directors. Notwithstanding
the existence of these material weaknesses in our internal control over
financial reporting, our management believes that the financial statements
included in its reports fairly present in all material respects our company’s
financial condition, results of operations and cash flows for the periods
presented.
This annual report does not
include an attestation report of our company’s registered public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by our company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that
permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial
reporting has inherent limitations which include but is not limited to the use
of independent professionals for advice and guidance, interpretation of
existing and/or changing rules and principles, segregation of management
duties, scale of organization, and personnel factors. Internal control over
financial reporting is a process which involves human diligence and compliance
and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by
collusion or improper management override. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations are known
features of the financial reporting process and it is
possible to design into the process safeguards to reduce, though not eliminate,
this risk. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal controls
over financial reporting that occurred during the year ended December 31, 2024 that have materially or are reasonably likely to
materially affect, our internal controls over financial reporting.
Item 9B. Other Information
None.
|
32 |
PART III
Item 10. Directors, Executive Officers and
Corporate Governance
All directors of our company
hold office until the next annual meeting of the security holders or until
their successors have been elected and qualified. The officers of our company
are appointed by our board of directors and hold office until their death,
resignation or removal from office. Our directors and executive officers, their
ages, positions held, and duration as such, are as follows:
Name |
Position Held with the Company |
Age |
Date First Elected or Appointed |
Tom Lewis |
President,
Treasurer, Secretary and Director |
70 |
August
25, 2009 |
James Brown |
Director |
61 |
December
19, 2012 |
Brian Goss |
Director |
46 |
May 30,
2014 |
Business Experience
The following is a brief account
of the education and business experience during at least the past five years of
each director, executive officer and key employee of our company, indicating
the person’s principal occupation during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.
Tom Lewis – President,
Secretary, Treasurer, Director
Tom Lewis acted as president,
treasurer, secretary and director of our company since August 25, 2009. Mr.
Lewis resigned as president, treasurer and secretary of our company on August
13, 2014 and resumed the positions of President, Chief
Financial Officer and Treasurer on February 7, 2017
Mr. Lewis has more than 38 years’ experience in the oil and gas and
mineral exploration industries. He has held various positions including project
geologist, project manager, senior project geologist, and vice president
exploration. He also was an integral member of the development team that
explored, and developed the Cortez Hills deposit, and as Project Geologist
drilled the first holes into the Goldrush Deposit in Crescent Valley Nevada.
In 1974, Mr. Lewis started his
career in the oil fields, and worked in the geophysical, and drilling
industries until 1981, when he became a petroleum landman for Westburne Petroleum & Minerals. While there he was
responsible for the acquisition and disposition of interests and maintaining
title to petroleum lands in various locales in the United States, and Western
Canada. In 1989, he started his own business as a consulting geologist and has
worked in numerous locations over the past 30 years, including the United
States, Mexico, Canada, Portugal, Chile, Africa, India and Honduras. Some of
the positions he held include: working with Teck Cominco in 1996 evaluating and
exploring precious metal deposits in Southern Mexico; project manager on the Farim phosphate deposit for Champion Resources in Guinea
Bissau, West Africa in 1998; project geologist in 2001 and 2002 for Crystal
Graphite Corporation, project geologist on the Midway Gold project in Tonopah,
Nevada, followed by two years as senior geologist at the Cortez Joint Venture
in Crescent Valley, Nevada. By August 2005 he was named vice president of
exploration in Portugal for St. Elias Mines, working on the Jales project, and
developing grass roots projects in Nevada. Following his experience in Portugal
and Nevada he consulted to Selkirk Metals and New World Resource Corp. on
projects in western Canada and Nevada. Most recently he consulted to Kinross
Gold USA evaluating possible acquisitions.
James Brown - Director
James Brown has acted as a
director of our company since December 19, 2012. Mr. Brown is a mining engineer
with more than 25 years’ experience in the coal mining and exploration industry
in Australia and Indonesia, including 22 years at Australian based coal
producer New Hope Corporation. During this time he has held positions from
front line mine planning and supervision, land acquisition, government
approvals and mine and business development. Mr. Brown is also the managing
director of Morella Corporation (ASX:1MC, OTC-QB:altaf)
-(formerly Altura Mining Limited) an Australian listed company presently
focused primarily on developing the Fish Lake Valley lithium-in-brine
deposit. James is a member of the Australian Institute of Company
Directors (MAICD). Currently James is also the acting Managing Director
of Sayona Mining an Australian lithium miner who is currently operating the
North American Lithium mine in Quebec in a joint venture with Piedmont Lithium.
|
33 |
Brian Goss –Director
Brian Goss has been a director
of our company since May 30, 2014. Mr. Goss was appointed president, treasurer,
secretary and director of our company on August 13, 2014, and resigned those
positions on February 7. 2017. Mr. Goss also served as president, chief
executive officer, chief financial officer, treasurer and a director of
Graphite Corp. July 9, 2012 through August 12, 2014.
Brian graduated from Wayne State University with a Bachelor of Science Degree
in Geology in 2003. Mr. Goss worked the 2002-2003 field seasons for Kennecott
Exploration during the early exploration stages of the Eagle Project, a Duluth
Type high grade nickel and copper deposit in Michigan's Upper Peninsula. At the
end of 2003, he moved to Northeast Nevada to explore for Carlin Type gold
deposits. From 2004-2007, he worked as a staff geologist for Cameco
Corporation, and subsequently in its spin out company, Centerra Gold Inc., on
the REN deposit where the exploration team drilled deep exploration holes using
pre-collars with core tails to contribute to the expansion of the +1 million
ounce gold deposit that was subsequently taken over by Barrick Gold. Mr.
Goss also held several other project geologist positions before founding
Rangefront Geological in early 2008. Mr. Goss has built Rangefront into a
premier geological services company that caters to a large spectrum of clients
in the mining and minerals exploration industries, and
also is a director and officer of several Canadian publicly listed companies.
Employment Agreements
We have no formal employment agreements with any of
our directors or officers.
Family Relationships
There are no family relationships between any of
our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge,
none of our directors or executive officers has, during the past ten years:
|
1. |
been convicted in a criminal proceeding or
been subject to a pending criminal proceeding (excluding traffic violations
and other minor offences); |
|
|
|
|
2. |
had any bankruptcy petition filed by or
against the business or property of the person, or of any partnership,
corporation or business association of which he was a general partner or
executive officer, either at the time of the bankruptcy filing or within two
years prior to that time; |
|
|
|
|
3. |
been subject to any order, judgment, or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting, his involvement
in any type of business, securities, futures, commodities, investment,
banking, savings and loan, or insurance activities, or to be associated with
persons engaged in any such activity; |
|
|
|
|
4. |
been found by a court of competent
jurisdiction in a civil action or by the SEC or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended, or vacated; |
|
|
|
|
5. |
been the subject of, or a party to, any
federal or state judicial or administrative order, judgment, decree, or
finding, not subsequently reversed, suspended or vacated (not including any
settlement of a civil proceeding among private litigants), relating to an
alleged violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or
temporary or permanent cease-and-desist order, or removal or prohibition
order, or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or |
|
|
|
|
6. |
been the subject of, or a party to, any
sanction or order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent
exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member. |
|
34 |
Compliance with Section 16(A) of the Securities
Exchange Act of 1934
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our executive officers and directors
and persons who own more than 10% of a registered class of our equity
securities to file with the SEC initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership
of our shares of common stock and other equity securities, on Forms 3, 4 and 5,
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports they file.
Based solely on our review of
the copies of such forms received by our company, or written representations
from certain reporting persons that no Form 5s were required for those persons,
we believe that, during the fiscal year ended December 31, 2024, all filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners as well as our officers, directors and greater than 10%
beneficial owners of our subsidiaries were complied with, with the exception of
the following:
Name |
Number of Late Reports |
Number of Transactions Not Reported on a Timely Basis |
Failure to File Requested Forms |
Brian Goss(1) |
1 |
1 |
0 |
|
(1) |
The insider was late filing a Form 4, Statement of Changes of
Beneficial Ownership. |
Code of Ethics
Effective March 25, 2011, our
company’s board of directors adopted a Code of Business Conduct and Ethics that
applies to, among other persons, our company’s principal executive officer and
our principal financial and accounting officer, as well as persons performing
similar functions. As adopted, our Code of Business Conduct and Ethics sets
forth written standards that are designed to deter wrongdoing and to promote:
|
1. |
honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; |
|
|
|
|
2. |
full, fair, accurate, timely, and
understandable disclosure in reports and documents that we file with, or
submit to, the SEC and in other public communications made by us; |
|
|
|
|
3. |
compliance with applicable governmental
laws, rules and regulations; |
|
|
|
|
4. |
the prompt internal reporting of violations
of the Code of Business Conduct and Ethics to an appropriate person or
persons identified in the Code of Business Conduct and Ethics; and |
|
|
|
|
5. |
accountability for adherence to the Code of
Business Conduct and Ethics. |
Our Code of Business Conduct and
Ethics requires, among other things, that all of our company’s personnel shall
be accorded full access to our president and secretary with respect to any
matter which may arise relating to the Code of Business Conduct and Ethics.
Further, all of our company’s personnel are to be accorded full access to our
company’s board of directors if any such matter involves an alleged breach of
the Code of Business Conduct and Ethics by our president or secretary.
|
35 |
In addition, our Code of
Business Conduct and Ethics emphasizes that all employees, and particularly
managers and/or supervisors, have a responsibility for maintaining financial
integrity within our company, consistent with generally accepted accounting principles,
and federal, provincial and state securities laws. Any employee who becomes
aware of any incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our company’s president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of
our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and
Ethics was attached as an exhibit to our annual report filed on Form 10-K with
the SEC on April 15, 2013. We will provide a copy of the Code of Business
Conduct and Ethics to any person without charge, upon request. Requests can be
sent to: Lithium Corporation, 1031 Railroad St, Suite 102B., Elko, Nevada
89801.
Board and Committee Meetings
Our board of directors held no
formal meetings during the year ended December 31, 2023. All proceedings of the
board of directors were conducted by resolutions consented to in writing by all
the directors and filed with the minutes of the proceedings of the directors.
Such resolutions consented to in writing by the directors entitled to vote on
that resolution at a meeting of the directors are, according to the Nevada
General Corporate Law and our Bylaws, as valid and effective as if they had
been passed at a meeting of the directors duly called and held.
Nomination Process
As of December 31, 2024, we did
not effect any material changes to the procedures by
which our shareholders may recommend nominees to our board of directors. Our
board of directors does not have a policy with regards to the consideration of
any director candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our company’s
requirements as well as the qualifications of each candidate when the board
considers a nominee for a position on our board of directors. If shareholders
wish to recommend candidates directly to our board, they may do so by sending
communications to the president of our company at the address on the cover of
this annual report.
Audit Committee
Currently our audit committee
consists of our entire board of directors. We do not have a standing audit
committee as we currently have limited working capital and no revenues.
Should we be able to raise sufficient funding to execute our business plan, we
will form an audit, compensation committee and other applicable committees
utilizing our directors’ expertise.
Audit Committee Financial Expert
Currently our audit committee
consists of our entire board of directors. We do not currently have a director
who is qualified to act as the head of the audit committee.
|
36 |
Item 11. Executive Compensation
The particulars of the
compensation paid to the following persons:
|
(a) |
our principal executive officer; |
|
|
|
|
(b) |
each of our two most highly compensated
executive officers who were serving as executive officers at the end of the
years ended December 31, 2024 and 2023; and |
|
|
|
|
(c) |
up to two additional individuals for whom
disclosure would have been provided under (b) but for the fact that the
individual was not serving as our executive officer at the end of the years
ended December 31, 2024 and 2023, who we will collectively refer to as the
named executive officers of our company, are set out in the following summary
compensation table, except that no disclosure is provided for any named
executive officer, other than our principal executive officers, whose total
compensation did not exceed $100,000 for the respective fiscal year: |
SUMMARY COMPENSATION TABLE |
|||||||||
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensa-tion ($) |
Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings ($) |
All Other Compensa-tion ($) |
Total ($) |
Tom Lewis(1) President, Treasurer,Secretary,
and Director |
2024 2023 |
Nil Nil |
Nil Nil |
Nil Nil |
16,555 Nil |
Nil Nil |
Nil Nil |
270,000(2) 240,000 |
286,555 240,000(2) |
Brian Goss(3) Director,
Former President, Treasurer, Secretary |
2024 2023 |
Nil Nil |
Nil Nil |
Nil Nil |
16,555 Nil |
Nil Nil |
Nil Nil |
48,000 48,000 |
64,555 48,000 |
|
(1) |
Tom Lewis acted as president, treasurer,
secretary and director of our company since August 25, 2009. Mr. Lewis
resigned as president, treasurer and secretary of our company on August 13,
2014. Mr. Lewis resumed his positions of President, Chief Financial Officer
and Treasurer on February 7, 2017 |
|
(2) |
Mr. Lewis provides consulting services to
our company as needed in relation to administration, project generation, and
exploration of our company’s properties. |
|
(3) |
Mr. Goss has acted as a director of our
company since May 30, 2014 and served as president,
treasurer and secretary of our company from August 13, 2014
until February 7, 2017, and since September 14, 2021
is our Vice President of Business Development. |
There are no arrangements or
plans in which we provide pension, retirement or similar benefits for directors
or executive officers. Our directors and executive officers may receive share
options at the discretion of our board of directors in the future. We do not
have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that share options may be granted at the discretion of our board of
directors.
|
37 |
2021 Grants of Plan-Based Awards
None.
Outstanding Equity Awards at Fiscal Year End
None.
Option Exercises and Stock Vested
None.
Compensation of Directors
We do not have any agreements
for compensating our directors for their services in their capacity as
directors, although such directors are expected in the future to receive stock
options to purchase shares of our common stock as awarded by our board of directors.
The following table sets forth a
summary of the compensation paid to our non-employee directors in 2024:
DIRECTOR COMPENSATION |
|||||||
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
Tom Lewis(1) |
270,000 |
Nil |
16,555 |
Nil |
Nil |
Nil |
286,555 |
James
Brown(2) |
Nil |
Nil |
16,555 |
Nil |
Nil |
Nil |
16,555 |
Brian
Goss(3) |
48,000 |
Nil |
16,555 |
Nil |
Nil |
Nil |
16,555 |
|
(1) |
Tom Lewis acted as president, treasurer,
secretary and director of our company since August 25, 2009. Mr. Lewis
resigned as president, treasurer and secretary of our company on August 13,
2014. Mr. Lewis resumed his positions as president, Chief Financial Officer
and treasurer on February 7, 2017. |
|
(2) |
James Brown was appointed as a director of
our company on December 19, 2012. |
|
(4) |
Brian Goss has acted as a director of our
company since May 30, 2014. Mr. Goss was appointed as president, treasurer
and secretary of our company on August 13, 2014. Mr. Goss resigned as
president, treasurer and secretary on February 7, 2017, and since September
14, 2021 is our Vice President of Business
Development. |
Pension, Retirement or Similar
Benefit Plans
There are no arrangements or
plans in which we provide pension, retirement or similar benefits for directors
or executive officers. We have no material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at
the discretion of the board of directors or a committee thereof.
Indebtedness of Directors,
Senior Officers, Executive Officers and Other Management
None of our directors or
executive officers or any associate or affiliate of our company during the last
two fiscal years, is or has been indebted to our company by way of guarantee,
support agreement, letter of credit or other similar agreement or understanding
currently outstanding.
|
38 |
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The following table sets forth,
as of March 31, 2025, certain information with respect to the beneficial
ownership of our common shares by each shareholder known by us to be the
beneficial owner of more than 5% of our common shares, as well as by each of
our current directors and executive officers as a group. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage of Class(1) |
Tom Lewis(2) PO Box
2053 Richland,
WA 99352 |
5,000,000 Common
Shares 500,000 Stock
Options |
4.24% 0.42% |
James
Brown(3) Apartment
Pearl Garden, Unit No. Wp00606 Jl. Jen.
Gatot Subroto Kav 5-7 Jakarta
12930 Indonesia |
Nil
Common Shares 500,000 Stock
Options |
0% 0.42% |
Brian
Goss(4) 1031
Railroad Street Suite
102B Elko,
NV 89801 |
Nil
Common Shares 500,000 Stock
Options |
0% 0.42% |
Directors
and Executive Officers as a Group |
5,000,000 Common Shares 1,500,000
Stock Options(5) |
4.24% 1.26% |
Altura
Lithium Pty. Ltd. P.O. Box
4088 Springfield,
Qld., 4300 Australia |
9,989,076 Common
Shares |
8.47% |
|
|
|
Shareholders
Holding Over 5% |
9,989,076
Common Shares |
12.61% |
|
(1) |
Under Rule 13d-3, a beneficial owner of a
security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power
to vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a person
if the person has the right to acquire the shares (for example, upon exercise
of an option) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the
person’s actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on March 31, 2025. As of March
31, 2025 there were 117,892,441 shares of our
company’s common stock issued and outstanding. |
|
(2) |
Tom Lewis acted as president, treasurer,
secretary and director of our company since August 25, 2009. Mr. Lewis
resigned as president, treasurer and secretary of our company on August 13,
2014. Mr. Lewis resumed his positions as president, Chief Financial Officer
and treasurer on February 7, 2017. |
|
(3) |
James Brown was appointed as a director of
our company on December 19, 2012. |
|
(4) |
Mr. Goss has acted as a director of our
company since May 30, 2014 and was appointed as
president, treasurer and secretary of our company on August 13, 2014. Mr.
Goss resigned as president, treasurer and secretary on February 7, 2017, but
remained as a director of our company, and is currently VP of Corporate
Development. |
|
(5) |
Stock options are exercisable at $0.04 per
option and expire on May 26, 2027. |
|
39 |
Changes in Control
We are unaware of any contract
or other arrangement or provisions of our Articles or Bylaws the operation of
which may at a subsequent date result in a change of control of our company.
There are not any provisions in our Articles or Bylaws, the operation of which
would delay, defer, or prevent a change in control of our company.
Item 13. Certain Relationships
and Related Transactions, and Director Independence
Except as disclosed herein, no
director, executive officer, shareholder holding at least 5% of shares of our
common stock, or any family member thereof, had any material interest, direct
or indirect, in any transaction, or proposed transaction since the year ended
December 31, 2024, in which the amount involved in the transaction exceeded or
exceeds the lesser of $120,000 or one percent of the average of our total
assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with three
directors, consisting of Tom Lewis, James Brown and Brian Goss.
We have determined that James
Brown is an independent director, as that term is used in Rule 4200(a)(15) of
the Rules of National Association of Securities Dealers.
Currently our audit committee
consists of our entire board of directors. We currently do not have nominating,
compensation committees or committees performing similar functions. There has
not been any defined policy or procedure requirements for shareholders to
submit recommendations or nomination for directors.
From inception to present date,
we believe that the members of our audit committee and the board of directors
have been and are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting.
|
40 |
Item 14. Principal Accounting
Fees and Services
The aggregate fees billed for
the most recently completed fiscal year ended December 31, 2024 and for fiscal
year ended December 31, 2024 for professional services rendered by the
principal accountant for the audit of our annual financial statements and review
of the financial statements included in our quarterly reports on Form 10-Q and
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were
as follows:
|
Year Ended |
|
|
December 31, 2024 |
December 31, 2023 |
Audit
Fees |
$14,500 |
$15,000 |
Audit
Related Fees |
Nil |
Nil |
Tax Fees |
$2,500 |
$2,500 |
All Other
Fees |
$15,400 |
$13,500 |
Total |
$32,400 |
$31,000 |
Our board of directors
pre-approves all services provided by our independent auditors. All of the
above services and fees were reviewed and approved by the board of directors
either before or after the respective services were rendered.
Our board of directors has
considered the nature and amount of fees billed by our independent auditors and
believes that the provision of services for activities unrelated to the audit
is compatible with maintaining our independent auditors’ independence.
|
41 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
|
(a) |
Financial Statements |
|
|
|
|
(1) |
Financial statements for our company are listed in the index under
Item 8 of this document. |
|
|
|
|
(2) |
All financial statement schedules are
omitted because they are not applicable, not material or the required
information is shown in the financial statements or notes thereto. |
|
(b) |
Exhibits |
Exhibit Number |
|
Description |
(3) |
|
Articles
of Incorporation and Bylaws |
|
||
|
||
|
||
|
||
(4) |
|
Instruments
Defining the Rights of Security Holders, Including Indentures |
|
||
(10) |
|
Material
Contracts |
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
(14) |
|
Code of
Ethics |
|
||
(21) |
|
Subsidiaries
of the Registrant |
21.1 |
|
Nevada
Lithium Corporation, a Nevada corporation |
(31) |
|
Rule
13a-14 (d)/15d-14d) Certifications |
(32) |
|
Section
1350 Certifications |
101* |
|
Interactive
Data File |
101.INS |
|
XBRL
Instance Document |
101.SCH |
|
XBRL
Taxonomy Extension Schema Document |
101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase Document |
101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
|
42 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
LITHIUM CORPORATION |
|
|
|
(Registrant) |
|
Dated: April 2, 2025 |
|
/s/ Tom Lewis |
|
|
|
Tom Lewis |
|
|
|
President, Chief Financial Officer, Treasurer, Secretary and Director |
|
|
|
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
Dated: April 2, 2025 |
|
/s/ Tom Lewis |
|
|
|
Tom Lewis |
|
|
|
President, Chief Financial Officer, Treasurer, Secretary and Director |
|
|
|
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) |
|
Dated: April 2, 2025 |
|
/s/ Brian Goss |
|
|
|
Brian Goss |
|
|
|
Director |
|
Dated: April 2, 2025 |
|
/s/ James Brown |
|
|
|
James Brown |
|
|
|
Director |
|
|
43 |
EX-31.1 2 ltum_ex311.htm CERTIFICATION
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED
PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, certify that:
1. |
I have reviewed this Annual Report on Form
10-K of Lithium Corporation |
|
|
2. |
Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this report; |
|
|
3. |
Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented
in this report; |
|
|
4. |
I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have: |
|
a. |
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared; |
|
|
|
|
b. |
Designed such internal control over
financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the
registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting; and |
5. |
I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that
involves management or other employees who have a significant role in the
registrant's internal control over financial reporting. |
Date: April 2, 2025 |
|
/s/Tom Lewis |
|
Tom Lewis President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) |
EX-32.1 3 ltum_ex321.htm CERTIFICATION
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I,
Tom Lewis, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
the Annual Report on Form 10-K of Lithium
Corporation for the year ended December 31, 2024 (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
the information contained in the Report
fairly presents, in all material respects, the financial condition and
results of operations of Lithium Corporation |
Dated: April 2, 2025 |
|
|||||||
|
||||||||
/s/Tom Lewis |
|
|
||||||
Tom Lewis |
|
|
||||||
President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer, and Director |
|
|
||||||
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) |
|
|
||||||
Lithium Corporation |
|
|
||||||
A
signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to Lithium Corporation and
will be retained by Lithium Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.