UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended March 31, 2025
Or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
________________ to ________________
Commission File Number 000-54332
LITHIUM CORPORATION |
(Exact name of registrant as specified in
its charter) |
Nevada |
98-0530295 |
|
(State or other
jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
1031 Railroad St. Ste.
102B, Elko, Nevada |
89801 |
|
(Address of principal executive offices) |
(Zip Code) |
(775) 410-5287
(Registrant’s telephone number,
including area code)
(Former name, former address and
former fiscal year, if changed since last report)
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
Common
Stock |
|
LTUM |
|
N/A |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-Accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
Emerging growth company |
☐ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING
FIVE YEARS:
Indicate by check mark whether
the registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE
ISSUERS:
Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date. 117,892,441 common shares issued and outstanding as
of May 14, 2025
|
|
LITHIUM CORPORATION
FORM 10-Q
TABLE OF CONTENTS
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3 |
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Management’s
Discussion and Analysis of Financial Condition and Results of Operations |
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15 |
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31 |
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31 |
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32 |
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32 |
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32 |
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32 |
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32 |
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32 |
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33 |
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34 |
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2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial
statements for the three month period ended March 31, 2025
form part of this quarterly report. They are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
LITHIUM Corporation |
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Balance Sheets |
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ASSETS |
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March 31, 2025 (unaudited) |
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December 31, 2024 |
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CURRENT ASSETS |
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Cash |
|
$ |
2,927,247 |
|
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$ |
3,065,858 |
|
Marketable securities |
|
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136,586 |
|
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217,017 |
|
Deposits |
|
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700 |
|
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|
700 |
|
Prepaid expenses |
|
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13,375 |
|
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|
17,500 |
|
Total Current Assets |
|
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3,077,908 |
|
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|
3,301,075 |
|
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OTHER ASSETS |
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Equipment, net of accumulated depreciation |
|
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11,821 |
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13,654 |
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TOTAL ASSETS |
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$ |
3,089,729 |
|
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$ |
3,314,729 |
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LIABILITIES
AND STOCKHOLDERS' EQUITY |
||||||||
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LIABILITIES |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
|
$ |
14,118 |
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$ |
8,636 |
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Accounts payable and accrued liabilities -
related party |
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29,491 |
|
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36,050 |
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Allowance for optioned properties |
|
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2,361,990 |
|
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2,361,990 |
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TOTAL CURRENT LIABILITIES |
|
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2,405,599 |
|
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|
2,406,676 |
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TOTAL LIABILITIES |
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2,405,599 |
|
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2,406,676 |
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Commitments and contingencies |
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STOCKHOLDERS' EQUITY |
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Common stock, 3,000,000,000 shares
authorized, par value $0.001; 117,892,441 and 117,892,441 common
shares outstanding, respectively |
|
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117,893 |
|
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117,893 |
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Additional paid in capital |
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8,948,385 |
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8,948,385 |
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Additional paid in capital - options |
|
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1,011,639 |
|
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1,011,639 |
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Additional paid in capital - warrants |
|
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369,115 |
|
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369,115 |
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Accumulated deficit |
|
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(9,762,902 |
) |
|
|
(9,538,979 |
) |
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TOTAL STOCKHOLDERS' EQUITY |
|
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684,130 |
|
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|
908,053 |
|
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY |
|
$ |
3,089,729 |
|
|
$ |
3,314,729 |
|
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- |
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The
accompanying notes are an integral part of these financial statements. |
|
3 |
LITHIUM Corporation |
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Statements of Operations |
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(unaudited) |
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Three Months Ended March 31, 2025 |
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Three Months Ended March 31, 2024 |
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REVENUE |
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$ |
- |
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$ |
- |
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OPERATING EXPENSES |
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Professional fees |
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33,449 |
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23,838 |
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Depreciation |
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1,833 |
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1,833 |
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Exploration expenses |
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648 |
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49,557 |
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Consulting fees - related party |
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93,000 |
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72,000 |
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Consulting fees |
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18,000 |
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69,392 |
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Transfer agent and filing fees |
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4,450 |
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5,025 |
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Travel |
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314 |
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9,873 |
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General and administrative expenses |
|
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6,125 |
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5,970 |
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TOTAL OPERATING EXPENSES |
|
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157,819 |
|
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|
237,488 |
|
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LOSS FROM OPERATIONS |
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(157,819 |
) |
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(237,488 |
) |
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OTHER INCOME (EXPENSES) |
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Change in fair value of marketable securities |
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(80,431 |
) |
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(104,326 |
) |
Other income |
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14,327 |
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19,130 |
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TOTAL OTHER INCOME (EXPENSE) |
|
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(66,104 |
) |
|
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(85,196 |
) |
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LOSS BEFORE INCOME TAXES |
|
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(223,923 |
) |
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(322,684 |
) |
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PROVISION FOR INCOME TAXES |
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- |
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- |
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NET INCOME (LOSS) |
|
$ |
(223,923 |
) |
|
$ |
(322,684 |
) |
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Gain on change in fair value
of marketable securities |
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$ |
- |
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$ |
- |
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OTHER COMPREHENSIVE INCOME
(LOSS) |
|
$ |
(223,923 |
) |
|
$ |
(322,684 |
) |
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NET LOSS PER SHARE: BASIC AND
DILUTED |
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$ |
(0.00 |
) |
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$ |
(0.00 |
) |
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WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING: BASIC AND DILUTED |
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117,892,441 |
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117,892,441 |
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The
accompanying notes are an integral part of these financial statements. |
|
4 |
LITHIUM Corporation |
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Statements of Stockholders' Equity |
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Additional |
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Additional |
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Additional |
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Paid-in |
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Paid-in |
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Total |
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Common Stock |
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Paid-in |
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Capital - |
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Capital - |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Warrants |
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Options |
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Deficit |
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Equity |
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Balance, December 31, 2023 |
|
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117,892,441 |
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$ |
117,893 |
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|
$ |
8,948,385 |
|
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$ |
369,115 |
|
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$ |
957,247 |
|
|
$ |
(8,574,382 |
) |
|
$ |
1,818,258 |
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Stock based compensation |
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- |
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- |
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- |
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- |
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|
54,392 |
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- |
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|
54,392 |
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Net income |
|
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- |
|
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- |
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- |
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- |
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- |
|
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(322,684 |
) |
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(322,684 |
) |
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Balance, March 31, 2024 |
|
|
117,892,441 |
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|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(8,574,382 |
) |
|
$ |
1,872,650 |
|
|
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Balance, December 31, 2024 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,538,979 |
) |
|
$ |
908,053 |
|
|
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Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(223,923 |
) |
|
|
(223,923 |
) |
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|
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|
Balance, March 31, 2025 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,762,902 |
) |
|
$ |
684,130 |
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The
accompanying notes are an integral part of these financial statements. |
|
5 |
LITHIUM Corporation |
||||||||
Statements of Cash Flows |
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(unaudited) |
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Three Months Ended March 31, 2025 |
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Three Months Ended March 31, 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) for the period |
|
$ |
(223,923 |
) |
|
$ |
(322,684 |
) |
Adjustment to reconcile net
income (loss) to net cash used in operating activities |
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
|
80,431 |
|
|
|
104,326 |
|
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
Stock based compensation |
|
|
- |
|
|
|
54,392 |
|
Changes in assets and
liabilities: |
|
|
|
|
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|
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(Increase) Decrease in prepaid expenses |
|
|
4,125 |
|
|
|
10,200 |
|
Increase (decrease) in accounts payable and
accrued liabilities |
|
|
(1,077 |
) |
|
|
23,990 |
|
Net Cash (Used in) Operating
Activities |
|
|
(138,611 |
) |
|
|
(127,943 |
) |
|
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CASH FLOWS FROM INVESTING
ACTIVITY: |
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Cash from property agreements |
|
|
- |
|
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|
- |
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Cash from sale of marketable securities |
|
|
- |
|
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|
- |
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Purchase of equipment |
|
|
- |
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|
- |
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Net Cash Provided by Investing
Activities |
|
|
- |
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|
- |
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CASH FLOWS FROM FINANCING
ACTIVITY: |
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Shares issued for cash |
|
|
- |
|
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|
- |
|
Net Cash Provided by Financing
Activity |
|
|
- |
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|
|
- |
|
|
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Increase (Decrease) in cash |
|
|
(138,611 |
) |
|
|
(127,943 |
) |
Cash, beginning of period |
|
|
3,065,858 |
|
|
|
3,667,617 |
|
Cash, end of period |
|
$ |
2,927,247 |
|
|
$ |
3,539,674 |
|
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SUPPLEMENTAL CASH FLOW
INFORMATION: |
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Cash paid for interest |
|
$ |
- |
|
|
$ |
- |
|
Cash paid for income taxes |
|
$ |
- |
|
|
$ |
- |
|
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The
accompanying notes are an integral part of these financial statements. |
|
6 |
Lithium Corporation
Notes to the Financial
Statements
March 31, 2025
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 three months ended March 31, 2025
and 2024, the Company did not have any research and development costs.
Advertising Costs
Advertising costs are expensed as incurred. During the three months
ended March 31, 2025 and 2024, the Company did not
have any advertising costs.
|
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 March 31, 2025.
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 November 2024, the FASB issued Accounting
Standard Update No. 2024-03, Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of
Income Statement Expenses (“ASU 2024-03”). This standard requires additional
disclosures of certain expenses, including purchases of inventory, employee
compensation, depreciation, intangible asset amortization, and other specific
expense categories. This standard also requires disclosure of the total amount
of selling expenses and the Company's definition of selling expenses. This
update is effective for fiscal years beginning after December 15, 2026, and
interim periods within fiscal years beginning after December 15, 2027. Early
adoption is permitted. We are evaluating the impact this update will have on
our annual disclosures; however, it will not impact our financial condition,
results of operations, or cash flows.
The Company does not expect that recent accounting pronouncements or
changes in accounting pronouncements during the three months ended March 31,
2025, are of significance or potential significance to the Company.
|
8 |
Note 2 – Going Concern
As reflected in the accompanying financial
statements, the Company has used 138,611 (2024: $127,943) of cash in
operations for the three months ended March 31, 2025. 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 March 31, 2025 and December 31,
2024, respectively:
|
|
Fair Value Measurements at March 31, 2025 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
2,927,247 |
|
|
$ |
- |
|
|
$ |
- |
|
Marketable securities |
|
|
136,586 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
3,063,833 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
3,063,833 |
|
|
$ |
- |
|
|
$ |
- |
|
|
9 |
|
|
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 |
|
|
$ |
- |
|
|
$ |
- |
|
Note 4 – Marketable Securities
The Company owns marketable securities (common stock) as outlined below:
Balance, December 31, 2024 |
|
$ |
217,017 |
|
Fair value adjustment |
|
|
(80,431 |
) |
|
|
|
|
|
Balance, March 31, 2025 |
|
$ |
136,586 |
|
The Company classifies it’s marketable
securities as available for sale.
During the three months ended March 31, 2025, there were no receipts or
sales of marketable securities.
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
March 31, 2025 and December 31, 2024:
|
|
March 31, 2024 |
|
|
December 31, 2024 |
|
||
Professional fees |
|
$ |
- |
|
|
$ |
1,000 |
|
Other |
|
|
11,725 |
|
|
|
14,300 |
|
Transfer agent fees |
|
|
1,650 |
|
|
|
2,200 |
|
Total prepaid expenses |
|
$ |
13,375 |
|
|
$ |
17,500 |
|
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 three months ended March 31, 2025, the Company did not issue
any common shares.
|
10 |
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 March
31, 2025 no stock options have been exercised, and
none have been exercised up to and including the date of this document.
The fair value of options granted during the three months ended March
31, 2024 were determined using the Black Scholes
method with the following assumptions:
|
|
Three Months Ended March 31, 2024 |
|
|
Risk free interest rate |
|
|
4.0 |
% |
Stock volatility factor |
|
|
98 |
% |
Weighted average expected life
of options |
|
5 years |
|
|
Expected dividend yield |
|
|
0 |
% |
A summary of the Company’s stock option activity and related information
follows:
|
|
Period Ended March 31, 2025 |
|
|
Period Ended March 31, 2024 |
|
||||||||||
|
|
Options |
|
|
Weighted Average Exercise Price |
|
|
Options |
|
|
Weighted Average Exercise Price |
|
||||
Outstanding, beginning of
period |
|
|
4,100,000 |
|
|
$ |
0.10 |
|
|
|
3,700,000 |
|
|
$ |
0.22 |
|
Granted |
|
|
- |
|
|
|
- |
|
|
|
500,000 |
|
|
|
0.04 |
|
Repricing |
|
|
- |
|
|
|
(0.06 |
) |
|
|
- |
|
|
|
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period |
|
|
4,100,000 |
|
|
$ |
0.04 |
|
|
|
4,200,000 |
|
|
$ |
0.04 |
|
As of March 31, 2025, the intrinsic value of the stock options was
approximately $0. Stock option expense for the three months ended March
31, 2025 was $0 (2024: $54,392). As at March 31, 2025, 4,100,000 are exercisable
(December 31, 2024: 4,100,000).
The following table summarizes the stock options outstanding at March 31, 2025:
Issue Date |
|
Number |
|
|
Price |
|
|
Expiry Date |
|
Outstanding at March 31, 2025 |
|
|
Weighted Average Remaining Contractual Life (in years) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
May 26, 2022 |
|
|
3,600,000 |
|
|
$ |
0.04 |
|
|
May 26,
2027 |
|
|
3,600,000 |
|
|
|
2.15 |
|
January 10, 2024 |
|
|
500,000 |
|
|
$ |
0.04 |
|
|
January
10, 2029 |
|
|
500,000 |
|
|
|
4.01 |
|
|
11 |
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.
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
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 March 31, 2025, 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.
|
12 |
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 March 31, 2025, 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.
Note 10 – Related Party Transactions
The Company paid cash consulting fees totaling $93,000 to related
parties to related parties for the three months ended March 31, 2025 (2024:
$72,000).
The Company paid rent fees totaling $1,500 to related parties for
the three months ended March 31, 2025 (2024: $1,500).
As at March 31, 2025, the Company had
$32,844 (December 31, 2024: $36,050) owing to related parties.
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 – 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.
|
13 |
Note 12 – 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. Assets and
liabilities are not separately analyzed or reported to the CODM and are not
used to assist in decisions surrounding resource allocation and assessment of
segment performance. As such, an analysis of segment assets and liabilities has
not been included in this financial information. 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:
|
|
Three Months Ended March 31, 2025 |
|
|
Revenue |
|
$ |
- |
|
|
|
|
|
|
Professional
fees |
|
|
33,449 |
|
Depreciation |
|
|
1,833 |
|
Exploration |
|
|
648 |
|
Consulting
fees – related party |
|
|
93,000 |
|
Consulting
fees |
|
|
18,000 |
|
Transfer
agent and filing fees |
|
|
4,450 |
|
Travel |
|
|
314 |
|
General
and administrative |
|
|
6,125 |
|
Other
items |
|
|
66,104 |
|
|
|
|
|
|
Loss |
|
$ |
223,923 |
|
Note 13 – Subsequent Events
The Company has analyzed its operations subsequent to March 31, 2025 through the date these financial statements were
issued, and has determined that it does not have any material subsequent
events.
|
14 |
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains
forward-looking statements. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue”
or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
Our unaudited financial
statements are stated in United States Dollars (US$) and are prepared in
accordance with United States Generally Accepted Accounting Principles. The
following discussion should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this quarterly
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.
Our financial statements are
stated in United States Dollars (US$) and are prepared in accordance with
United States Generally Accepted Accounting Principles.
In this quarterly report, unless
otherwise specified, all dollar amounts are expressed in United States dollars
and all references to “common shares” refer to the common shares in our capital
stock.
As used in this quarterly
report, the terms “we”, “us”, “our” and “our company” mean Lithium Corporation
and our now defunct wholly-owned subsidiary Lithium
Royalty Corp., a Nevada company, unless otherwise indicated.
General Overview
We were incorporated under the
laws of the State of Nevada on January 30, 2007 under
the name “Utalk Communications Inc.”. At inception,
we were a development stage corporation engaged in the business of developing
and marketing a call-back service using a call-back platform. 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.
|
15 |
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 Summa portfolio, the Tonopah mining property was
optioned in early 2020, and the Optionee has earned 100% interest in the property.
Summa still retains 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.
|
16 |
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.
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.
|
17 |
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.
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.
|
18 |
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.
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.
|
19 |
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.
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
|
20 |
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 plant or other
mineral processing equipment on the property and as such 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.
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). |
|
21 |
|
· |
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 in
the early decades of the 1900’s 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.
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.
|
22 |
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 the owner 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 the owner. 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 has been mined intermittently since the early
2000’s by Eagle Graphite.
The BC Sugar property is within
the Shushwap Metamorphic Complex, in a geological
environment favorable for the formation of flake graphite deposits,
and is in an area of excellent logistics and infrastructure, with a
considerable network of logging roads within the project area. Additionally the
town of Lumby is approximately 19 miles (30 kms) to the south of the property,
while the City of Vernon is only 30 miles (50 kms) to the southwest of the
western portions of the claim block.
Work progressed, and the
property expanded throughout the summer of 2013, and culminated with the
receipt of the final assays from the last phases of the prospecting and
geological program in December of 2013. That work increased the area known to
be underlain by graphitic bearing gneisses, and further evaluations were made
in the area of the Sugar Lake, Weather Station, and Taylor Creek showings. In
the general vicinity of the Weather Station showing that was initially
discovered in early July 2013, a further 13 samples were taken, and hand
trenching was performed at one of several outcrops in the area. In the trench a
5.2 meter interval returned an average of 3.14% graphitic carbon, all in an
oxidized relatively friable gneissic host rock. Additionally a hydrothermal or
vein type mineralized graphitic quartz boulder was discovered in the area which
graded up to 4.19% graphitic carbon. The source of this boulder was not
discovered during this program, but it is felt to be close to its point of
origin. Samples representative of the mineralization encountered here were
taken for petrographic study, which was received in late 2013. A brief
assessment work program was performed in September 2014 to ensure all claims in
the package were in good standing prior to the anticipated sale of this asset
to Pathion Inc. Recommendations were made by the
consulting geologist who wrote the assessment report with respect to trenching, and eventually drilling the Weather Station
showing. Our company submitted a Notice of Work to the BC Government in early
May 2015 to enable our company to conduct a program of excavator trenching,
sampling and geological mapping on the Weather Station showing. In May of 2015
we signed an agreement with KLM Geosciences LLC of Las Vegas to conduct a short
Ground Penetrating Radar (GPR) survey on the property in the Weather Station –
Taylor Creek areas. The GPR survey as well as a GEM-2 frequency domain
electromagnetic (FDEM) survey took place in approximately mid-May 2015. The GPR
survey did not provide useful data because of the moisture saturation in the
shallow subsurface. The FDEM survey successfully generated an anomaly over
known mineralization and possibly indicates that the mineralization may extend
both to the west and to the east in areas blanketed by glaciofluvial till.
|
23 |
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.
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.
|
24 |
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.
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.
|
25 |
British Columbia Properties
On March 1st 2017 the company signed a letter of intent (LOI) with Bormal Resources Inc. wherein the company may earn an
interest in three properties in British Columbia. The Michael property in the
Trail Creek Mining Division was originally staked by Bormal
to cover one of the most compelling tantalum (Ta) in stream sediment anomalies
as seen in the government RGS database in British Columbia. Bormal
conducted a stream sediment sampling program in 2014, and
determined that the tantalum-niobium (Nb) in stream sediment anomaly is bona
fide, and in the order of 6 kilometers in length. In November of 2016 Lithium
Corporation conducted a short soil geochemical orientation program on the
property as part of its due diligence, and determined
that there are elevated levels of niobium-tantalum in soils here.
Also in the general area of the
Michael property the Yeehaw prospect has been staked by Bormal
over a similar but lower amplitude Tantalum/Rare Earth Element (REE’s) stream
sediment anomaly. Both properties are situated depicted on government
geological maps as being within the Eocene Coryell batholith, and it is thought
that these anomalies may arise from either carbonatite or pegmatite type
deposits.
The third property at Three
Valley Gap, is in the Revelstoke Mining Division and is situated in a locale
where several Nb-Ta enriched carbonatites have been noted to occur. A brief
field program by Bormal in 2015 located one of these
carbonatites, and concurrent soil sampling determined that the soils here are
enriched with Nb-Ta over the known carbonatite, and
indicated that there are other geochemical anomalies locally that may indicate
that more carbonatites exist here and are shallowly buried.
Lithium Corporation conducted
fieldwork on the Michael, and Yeehaw properties during summer 2017. At Yeehaw a
30 meter wide structure was discovered that is anomalous for titanium and Rare
Earth Elements, while soil sampling at Michael detected an anomaly that is
greater than 800 meters in length that exhibits increased Tantalum-Niobium plus
Rare Earth Element mineralization. The Company has dropped any further interest
in both the Michael and Three Valley Gap properties, and
has earned its 100% interest in the Yeehaw property. Field work on the Yeehaw
property in Spring 2018 discovered a further zone of Ti/REE enrichment, and
additional work was performed on the property in 2019 which extended the known
strike of the Horseshoe Bend showing approximately 50 meters to the west, and
mineralized float was found that possibly indicates it could continue to the
east for another several hundred meters. The Company is currently in the
planning stages for field season 2023.
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.
Additionally our company
continues its generative program exploring for new deposits of next generation
battery or Tech related materials.
Results of Operations
Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
We had net loss of $145,808 for
the three month period ended March 31, 2025, which was $176,876 less than the
net loss of $322,684 for the three month period ended March 31, 2024. The
change in our results over the two periods is primarily the result of an decrease in consulting fees, exploration expense and
change in fair value of marketable securities.
|
26 |
The following table summarizes
key items of comparison and their related increase (decrease) for the three
month periods ended March 31, 2025 and 2024:
|
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
|
Change Between Three Month Period Ended March 31, 2025 and
March 31, 2024 |
|
|||
Professional fees |
|
$ |
33,449 |
|
|
$ |
23,838 |
|
|
$ |
9,611 |
|
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
|
|
- |
|
Exploration expenses |
|
|
648 |
|
|
|
49,557 |
|
|
|
(48,909 |
) |
Consulting fees – related
party |
|
|
93,000 |
|
|
|
72,000 |
|
|
|
21,000 |
|
Consulting fees |
|
|
18,000 |
|
|
|
69,392 |
|
|
|
(51,392 |
) |
Transfer agent and filing fees |
|
|
4,450 |
|
|
|
5,025 |
|
|
|
(575 |
) |
Travel |
|
|
314 |
|
|
|
9,873 |
|
|
|
(9,559 |
) |
General and administrative |
|
|
6,125 |
|
|
|
5,970 |
|
|
|
155 |
|
Other loss (income) |
|
|
66,104 |
|
|
|
85,196 |
|
|
|
19,092 |
|
Net loss (income) |
|
$ |
223,923 |
|
|
$ |
322,684 |
|
|
$ |
98,761 |
|
Revenue
We have not earned any revenues
since our inception and we do not anticipate earning
revenues in the upcoming quarter.
Liquidity and Capital Resources
Our balance sheet as of March
31, 2025 reflects current assets of $3,077,908. We had
cash in the amount of $2,927,247 and working capital in the amount of $672,309
as of March 31, 2025. We have sufficient working capital to enable us to carry
out our stated plan of operation for the next twelve months.
Working Capital
|
|
At March 31, 2025 |
|
|
At December 31, 2024 |
|
||
Current assets |
|
$ |
3,077,908 |
|
|
$ |
3,301,075 |
|
Current liabilities |
|
|
2,405,599 |
|
|
|
2,406,676 |
|
Working capital |
|
$ |
672,309 |
|
|
$ |
894,399 |
|
We anticipate generating losses
and, therefore, may be unable to continue operations further in the future.
|
27 |
Cash Flows
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash (used in) operating
activities |
|
$ |
(138,611 |
) |
|
$ |
(127,943 |
) |
Net cash provided by investing
activities |
|
|
- |
|
|
|
- |
|
Net cash provided by financing
activities |
|
|
- |
|
|
|
- |
|
Net increase (decrease) in
cash during period |
|
$ |
(138,611 |
) |
|
$ |
(127,943 |
) |
Operating Activities
Net cash used in operating
activities during the three months ended March 31, 2025
was $138,611, an increase of $10,668 from the $127,943 net cash outflow during
the three months ended March 31, 2024.
Investing Activities
The Company did not have
investing activities in the current and comparative periods.
Financing Activities
Cash provided by financing
activities during the three months ended March 31, 2025
was $Nil as compared to $Nil in cash provided by financing activities
during the three months ended March 31, 2024.
We estimate that our operating
expenses and working capital requirements for the next 12 months to be as
follows:
Estimated Net Expenditures During The Next
Twelve Months |
|
|||
|
|
|
|
|
General and administrative
expenses |
|
$ |
471,000 |
|
Exploration expenses |
|
|
200,000 |
|
Travel |
|
|
30,000 |
|
Total |
|
$ |
701,000 |
|
To date we have relied on
proceeds from the sale of our shares in order to sustain our basic, minimum
operating expenses; however, we cannot guarantee that we will secure any
further sales of our shares or that our sole officer and/or directors will provide
us with any future loans. We estimate that the cost of maintaining basic
corporate operations (which includes the cost of satisfying our public
reporting obligations) will be approximately $4,500 per month. Due
to our current cash position of approximately $2,927,000 as of March 31, 2025,
we estimate that we do have sufficient cash to sustain our basic operations for
the next twelve months.
We are not aware of any known
trends, demands, commitments, events or uncertainties that will result in or
that are reasonably likely to result in our liquidity increasing or decreasing
in any material way.
Equity Financings
On January 25, 2021 we entered into a purchase agreement (the "Purchase
Agreement"), and a registration rights agreement, (the "Registration
Rights Agreement"), with Lincoln Park Capital Fund, LLC ("Lincoln
Park"), pursuant to which Lincoln Park has committed to purchase up to
$10,300,000 of the Company's common stock, $0.001 par value per share (the
"Common Stock"). In connection with the execution of the
Purchase Agreement, the Company sold, and Lincoln Park purchased, 380,952
shares of Common Stock for a purchase price of $160,000 (“Original Purchase”),
and then another 357,995 shares (“Initial Purchase”) for $150,000 after
SEC approval of the S-1 document in April 2021. Due to our low share
price at the beginning of 2024 the Company ceased using this source of funding,
and this arrangement ended in April of 2024, with Lithium Corporation having issued
a total of 22,979,458 shares for $4,101,888.15.
|
28 |
Future Financings
We anticipate continuing to rely
on equity sales of our common stock in order to continue to fund our business
operations. Issuances of additional shares will result in dilution to our
existing stockholders. There is no assurance that we will achieve any
additional sales of our equity securities or arrange for debt or other
financing to fund our planned business activities.
While we are always examining
all possible opportunities to fund the Company on a prudent and cautious basis,
we currently have no arrangement for future financings.
Off-Balance Sheet Arrangements
We have no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, and capital expenditures or capital
resources that are material to stockholders.
Critical Accounting Policies
Exploration Stage Company
The accompanying financial
statements have been prepared in accordance with generally accepted accounting
principles related to accounting and reporting by exploration stage companies.
An exploration stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no
significant revenues there from.
Accounting Basis
Our company uses the accrual
basis of accounting and accounting principles generally accepted in the United
States of America ("GAAP" accounting). Our company has adopted a
December 31 fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account,
demand deposits, and short-term instruments with maturities of three months or
less.
Concentrations of Credit Risk
Our company maintains its cash
in bank deposit accounts, the balances of which at times may exceed federally
insured limits. Our company continually monitors its banking relationships and
consequently has not experienced any losses in such accounts. Our company
believes we are not exposed to any significant credit risk on cash and cash
equivalents.
Use of Estimates
The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Revenue Recognition
Our company has yet to realize
revenues from operations. Once our company has commenced operations, we will
recognize revenues when delivery of goods or completion of services has
occurred provided there is persuasive evidence of an agreement, acceptance has
been approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.
|
29 |
Loss per Share
Basic loss per share is computed
by dividing loss available to common shareholders by the weighted average
number of common shares outstanding during the year. The computation of diluted
earnings per share assumes the conversion, exercise or contingent issuance of
securities only when such conversion, exercise or issuance would have a
dilutive effect on earnings per share. The dilutive effect of convertible
securities is reflected in diluted earnings per share by application of the
"if converted" method. In the periods in which a loss is incurred,
the effect of potential issuances of shares under options and warrants would be
anti-dilutive, and therefore basic and diluted losses per share are the same.
The Company did not have any dilutive securities for the periods ended March
31, 2025 and 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
Our company's financial
instruments consist of cash, deposits, prepaid expenses, and accounts payable
and accrued liabilities. Unless otherwise noted, it is management's opinion
that our company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. Because of the short maturity and
capacity of prompt liquidation of such assets and liabilities, the fair value
of these financial instruments approximate their
carrying values, unless otherwise noted.
Mineral Properties
Costs of exploration, carrying
and retaining unproven mineral lease properties are expensed as incurred.
Mineral property acquisition costs are capitalized including licenses and lease
payments. Although our company has taken steps to verify title to mineral
properties in which it has an interest, these procedures do not guarantee our
company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Impairment losses are recorded on mineral properties used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.
Impairment of $0 and $0 was recorded during the periods ended March 31, 2025 and 2024, respectively.
Recent Accounting Pronouncements
In January 2016, the Financial
Accounting Standards Board ("FASB"), issued Accounting Standards
Update ("ASU") 2016-01, "Financial Instruments-Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities," which amends the guidance in U.S. generally accepted
accounting principles on the classification and measurement of financial
instruments. Changes to the current guidance primarily affect the accounting
for equity investments, financial liabilities under the fair value option, and
the presentation and disclosure requirements for financial instruments. In
addition, the ASU clarifies guidance related to the valuation allowance
assessment when recognizing deferred tax assets resulting from unrealized
losses on available-for-sale debt securities. The new standard is effective for
fiscal years and interim periods beginning after December 15, 2017, and are to
be adopted by means of a cumulative-effect adjustment to the balance sheet at
the beginning of the first reporting period in which the guidance is effective.
Early adoption is not permitted except for the provision to record fair value
changes for financial liabilities under the fair value option resulting from
instrument-specific credit risk in other comprehensive income. Our company is
currently evaluating the impact of adopting this standard.
|
30 |
Item 3. Quantitative and
Qualitative Disclosures About Market Risk
As a “smaller reporting
company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on
Disclosure Controls and Procedures
We maintain disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules
and forms, and that such information is accumulated and communicated to our
management, including our president (our principal executive officer, principal
financial officer and principle accounting officer) to allow for timely
decisions regarding required disclosure.
As of the end of the quarter
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our president (our principal executive officer,
principal financial officer and principle accounting
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, our president (our principal
executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.
Changes in Internal Control
Over Financial Reporting
During the period covered by
this report there were no changes in our internal control over financial
reporting that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
|
31 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become
involved in litigation relating to claims arising out of its operations in the
normal course of business. We are not involved in any pending legal proceeding
or litigation and, to the best of our knowledge, no
governmental authority is contemplating any proceeding to which we area party
or to which any of our properties is subject, which would reasonably be likely
to have a material adverse effect on us, except for the following:
Item 1A. Risk Factors
As a “smaller reporting
company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds
No Unregistered sales of Equity
Securities.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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32 |
Item 6. Exhibits
Exhibit Number |
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Description |
(3) |
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Articles of Incorporation and Bylaws |
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||
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||
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||
(4) |
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Instruments Defining the Rights of Security
Holders, Including Indentures |
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||
(10) |
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Material Contracts |
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||
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||
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||
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||
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||
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||
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(14) |
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Code of Ethics |
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||
(21) |
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Subsidiaries of the Registrant |
21.1 |
|
Lithium Royalty Corp, a Nevada corporation |
(31) |
|
Rule 13a-14 (d)/15d-14d) Certifications |
31.1* |
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Section 302 Certification by the Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer |
(32) |
|
Section 1350 Certifications |
32.1* |
|
Section 906 Certification by the Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer |
101* |
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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.
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33 |
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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LITHIUM CORPORATION |
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(Registrant) |
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Dated: May 15, 2025 |
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/s/ Tom Lewis |
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Tom Lewis |
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|
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President, Treasurer, Secretary and Director |
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(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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34 |