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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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.) |
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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 |
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Trading Symbol(s) |
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Name of exchange on which registered |
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Common Stock |
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LTUM |
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N/A |
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-Accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes ☐
No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest practicable date.
117,892,441 common shares issued and outstanding as of August 14, 2025
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FORM 10-Q
TABLE OF CONTENTS
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3 |
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3 |
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Management’s Discussion and
Analysis of Financial Condition and Results of Operations |
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15 |
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32 |
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32 |
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33 |
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33 |
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33 |
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33 |
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33 |
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33 |
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33 |
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34 |
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35 |
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2 |
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PART I - FINANCIAL INFORMATION
Our unaudited interim financial statements for the six
month period ended June 30, 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.
Balance
Sheets |
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ASSETS |
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June 30, 2025 |
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December 31, 2024 |
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CURRENT ASSETS |
|
(unaudited) |
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Cash |
|
$ |
2,805,421 |
|
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$ |
3,065,858 |
|
Marketable
securities |
|
|
118,238 |
|
|
|
217,017 |
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Deposits |
|
|
700 |
|
|
|
700 |
|
Prepaid expenses |
|
|
9,948 |
|
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|
17,500 |
|
Total Current
Assets |
|
|
2,934,307 |
|
|
|
3,301,075 |
|
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OTHER ASSETS |
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Equipment, net of
accumulated depreciation |
|
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9,988 |
|
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13,654 |
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TOTAL ASSETS |
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$ |
2,944,295 |
|
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$ |
3,314,729 |
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LIABILITIES |
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CURRENT
LIABILITIES |
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Accounts payable
and accrued liabilities |
|
$ |
7,807 |
|
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$ |
8,636 |
|
Accounts payable
and accrued liabilities - related party |
|
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46,213 |
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36,050 |
|
Allowance for
optioned properties |
|
|
2,361,990 |
|
|
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2,361,990 |
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TOTAL CURRENT
LIABILITIES |
|
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2,416,010 |
|
|
|
2,406,676 |
|
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TOTAL LIABILITIES |
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2,416,010 |
|
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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 |
|
|
117,893 |
|
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|
117,893 |
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Additional paid in
capital |
|
|
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 |
|
Additional paid in
capital - warrants |
|
|
369,115 |
|
|
|
369,115 |
|
Accumulated
deficit |
|
|
(9,918,747 |
) |
|
|
(9,538,979 |
) |
|
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|
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TOTAL
STOCKHOLDERS' EQUITY |
|
|
528,285 |
|
|
|
908,053 |
|
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|
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|
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TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
$ |
2,944,295 |
|
|
$ |
3,314,729 |
|
|
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The accompanying notes are an integral part of these
financial statements. |
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3 |
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Statements of
Operations |
||||||||||||||||
(unaudited) |
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Three Months Ended June 30, 2025 |
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Three Months Ended June 30, 2024 |
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Six Months Ended June 30, 2025 |
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Six Months Ended June 30, 2024 |
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REVENUE |
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$ |
- |
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$ |
- |
|
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$ |
- |
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$ |
- |
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|
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OPERATING EXPENSES |
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|
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Professional fees |
|
|
9,175 |
|
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|
12,138 |
|
|
|
42,624 |
|
|
|
35,976 |
|
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
|
|
3,666 |
|
|
|
3,666 |
|
Exploration
expenses |
|
|
11,132 |
|
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|
55,475 |
|
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|
11,780 |
|
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|
105,032 |
|
Consulting fees -
related party |
|
|
97,000 |
|
|
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72,000 |
|
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|
190,000 |
|
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144,000 |
|
Consulting fees |
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18,000 |
|
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15,000 |
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36,000 |
|
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|
84,392 |
|
Transfer agent and
filing fees |
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|
6,449 |
|
|
|
6,138 |
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10,899 |
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11,163 |
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Travel |
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1,533 |
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|
3,333 |
|
|
|
1,847 |
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|
13,206 |
|
General and
administrative expenses |
|
|
6,940 |
|
|
|
11,749 |
|
|
|
13,065 |
|
|
|
17,719 |
|
TOTAL OPERATING
EXPENSES |
|
|
152,062 |
|
|
|
177,666 |
|
|
|
309,881 |
|
|
|
415,154 |
|
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LOSS FROM
OPERATIONS |
|
|
(152,062 |
) |
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|
(177,666 |
) |
|
|
(309,881 |
) |
|
|
(415,154 |
) |
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OTHER INCOME
(EXPENSES) |
|
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|
|
|
|
|
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|
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Change in fair
value of marketable securities |
|
|
(18,348 |
) |
|
|
(52,695 |
) |
|
|
(98,779 |
) |
|
|
(157,021 |
) |
Other income |
|
|
14,565 |
|
|
|
19,270 |
|
|
|
28,892 |
|
|
|
38,400 |
|
TOTAL OTHER INCOME
(EXPENSE) |
|
|
(3,783 |
) |
|
|
(33,425 |
) |
|
|
(69,887 |
) |
|
|
(118,621 |
) |
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LOSS BEFORE INCOME
TAXES |
|
|
(155,845 |
) |
|
|
(211,091 |
) |
|
|
(379,768 |
) |
|
|
(533,775 |
) |
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PROVISION FOR
INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
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NET INCOME (LOSS) |
|
$ |
(155,845 |
) |
|
$ |
(211,091 |
) |
|
$ |
(379,768 |
) |
|
$ |
(533,775 |
) |
|
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NET LOSS PER
SHARE: BASIC AND DILUTED |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
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WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
117,892,441 |
|
|
|
117,892,441 |
|
|
|
117,892,441 |
|
|
|
117,892,441 |
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The accompanying notes are an integral part of these
financial statements. |
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4 |
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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 |
|
|
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 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
957,247 |
|
|
$ |
(8,574,382 |
) |
|
$ |
1,818,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Stock based
compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
54,392 |
|
|
|
- |
|
|
|
54,392 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(322,684 |
) |
|
|
(322,684 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31,
2024 |
|
|
117,892,441 |
|
|
|
117,893 |
|
|
|
8,948,385 |
|
|
|
369,115 |
|
|
|
1,011,639 |
|
|
|
(8,897,066 |
) |
|
|
1,549,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(211,091 |
) |
|
|
(211,091 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30,
2024 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,108,157 |
) |
|
$ |
1,338,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December
31, 2024 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,538,979 |
) |
|
$ |
908,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(223,923 |
) |
|
|
(223,923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31,
2025 |
|
|
117,892,441 |
|
|
|
117,893 |
|
|
|
8,948,385 |
|
|
|
369,115 |
|
|
|
1,011,639 |
|
|
|
(9,762,902 |
) |
|
|
684,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(155,845 |
) |
|
|
(155,845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30,
2025 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,918,747 |
) |
|
$ |
528,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
The accompanying notes are an integral part of these
financial statements. |
|
5 |
|
Statements of
Cash Flows |
||||||||
(unaudited) |
||||||||
|
|
|
|
|
|
|
||
|
|
Six Months Ended June 30, 2025 |
|
|
Six Months Ended June 30, 2024 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income (loss)
for the period |
|
$ |
(379,768 |
) |
|
$ |
(533,775 |
) |
Adjustment to
reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
|
|
|
Change in fair
value of marketable securities |
|
|
98,779 |
|
|
|
157,021 |
|
Depreciation |
|
|
3,666 |
|
|
|
3,666 |
|
Stock based
compensation |
|
|
- |
|
|
|
54,392 |
|
Changes in assets
and liabilities: |
|
|
|
|
|
|
|
|
(Increase)
Decrease in prepaid expenses |
|
|
7,552 |
|
|
|
14,500 |
|
Increase
(decrease) in accounts payable and accrued liabilities |
|
|
9,334 |
|
|
|
27,183 |
|
Net Cash (Used in)
Operating Activities |
|
|
(260,437 |
) |
|
|
(277,013 |
) |
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in cash |
|
|
(260,437 |
) |
|
|
(277,013 |
) |
Cash, beginning of
period |
|
|
3,065,858 |
|
|
|
3,667,617 |
|
Cash, end of
period |
|
$ |
2,805,421 |
|
|
$ |
3,390,604 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH
FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for
interest |
|
$ |
- |
|
|
$ |
- |
|
Cash paid for
income taxes |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
financial statements. |
|
6 |
|
Notes to the Financial Statements
June 30, 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 and six months ended June 30, 2025 and 2024, the Company did
not have any research and development costs.
Advertising Costs
Advertising costs are expensed as incurred. During the
three and six months ended June 30, 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 June 30, 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 and six
months ended June 30, 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 $260,437 (2024: $277,013) of cash in operations for the
six months ended June 30, 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 June 30, 2025 and December 31, 2024, respectively:
|
|
Fair Value
Measurements at June 30, 2025 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash |
|
$ |
2,805,421 |
|
|
$ |
- |
|
|
$ |
- |
|
Marketable
securities |
|
|
118,238 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
2,923,659 |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
2,923,659 |
|
|
$ |
- |
|
|
$ |
- |
|
|
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 |
|
|
(98,779 |
) |
|
|
|
|
|
Balance, June 30,
2025 |
|
$ |
118,238 |
|
The Company classifies it’s marketable securities as
available for sale.
During the six months ended June 30, 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 June 30,
2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Professional fees |
|
$ |
- |
|
|
$ |
1,000 |
|
Other |
|
|
8,848 |
|
|
|
14,300 |
|
Transfer agent
fees |
|
|
1,100 |
|
|
|
2,200 |
|
Total prepaid
expenses |
|
$ |
9,948 |
|
|
$ |
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 six months ended June 30, 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 six months
ended June 30, 2024 were determined using the Black Scholes method with the
following assumptions:
|
|
Six Months Ended June 30, 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 June
30, 2025 |
|
|
Period Ended June
30, 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 June 30, 2025, the intrinsic value of the stock
options was approximately $0. Stock option expense for the three and six
months ended June 30, 2025 was $0 and $0 (2024: $54,392 and $54,392). As
at June 30, 2025, 4,100,000 are exercisable (December 31, 2024: 4,100,000).
The following table summarizes the stock options
outstanding at June 30, 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 June 30, 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 June 30, 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 $97,000
and $190,000 to related parties for the three and six months ended June 30,
2025, respectively (2024: $72,000 and $144,000).
The Company paid rent fees totaling $1,500 and $3,000 to
related parties for the three and six months ended June 30, 2025 (2024: $1,500
and $3,000).
As at June 30, 2025, the Company had $46,213 (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 12 – Commitments and Contingencies
On July 1, 2021, the Company signed a rental agreement
with a related party for office and storage space. The rental agreement is on a
month-to-month basis for a monthly fee of $500 with no escalating payments. As
the Company cannot determine the amount of time it will stay in the lease then
a lease period cannot be determined and, as such, the agreement does not fall
under ASC 842.
From time to time, we may be involved in routine legal
proceedings, as well as demands, claims and threatened litigation that arise in
the normal course of our business. The ultimate amount of liability, if any,
for any claims of any type (either alone or in the aggregate) may materially
and adversely affect our financial condition, results of operations and
liquidity. In addition, the ultimate outcome of any litigation is uncertain.
Any outcome, whether favorable or unfavorable, may materially and adversely
affect us due to legal costs and expenses, diversion of management attention
and other factors. We expense legal costs in the period incurred. We cannot
assure you that additional contingencies of a legal nature or contingencies
having legal aspects will not be asserted against us in the future, and these
matters could relate to prior, current or future transactions or events. As of
June 30, 2025, there were no pending or threatened litigation against the
Company.
|
13 |
|
Note 13 – Segment Information
The Company operates as a single reporting segment
engaged in the exploration of its properties. The Chief Operating Decision
Makers are the Company's Chief Executive Officer (“CODM”) who evaluates company
performance based on Net income (loss), determined in accordance with U.S.
GAAP, and other non-financial measures to determine the economic viability of
the Company’s exploration properties. 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:
|
|
Six Months Ended June 30, 2025 |
|
|
Revenue |
|
$ |
- |
|
|
|
|
|
|
Professional fees |
|
|
42,624 |
|
Depreciation |
|
|
3,666 |
|
Exploration |
|
|
11,780 |
|
Consulting fees –
related party |
|
|
190,000 |
|
Consulting fees |
|
|
36,000 |
|
Transfer agent and
filing fees |
|
|
10,899 |
|
Travel |
|
|
1,847 |
|
General and
administrative |
|
|
13,065 |
|
Other items |
|
|
69,887 |
|
|
|
|
|
|
Loss |
|
$ |
379,768 |
|
Note 14 – Subsequent Events
The Company has analyzed its operations subsequent to
June 30, 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.
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Since 2009 the Company has been actively engaged in
project generation, conducting initial exploration studies, and if warranted
staking and further exploring a number of exploration stage properties. The
most notable of these have been the San Emidio lithium-in-brine property, and
the North Big Smoky Lithium-in-brine property (currently under option to
Morella Corporation, a related company) both of which are in Nevada. The
Company has also from time to time entered into option agreements with third parties
on smaller properties and enlarged the area of these while conducting
preliminary exploration studies. The most notable of these are the BC Sugar
flake graphite prospect, and the Yeehaw Titanium/Rare Earth Element prospect,
both of which are situated in British Columbia. The Company maintains small or
modest claim positions in what we consider to be the hearts of all these
potentially prospective areas.
Effective April 23 2014, we entered into an operating
agreement with All American Resources, L.L.C. and TY & Sons Investments
Inc. with respect to Summa, LLC, a Nevada limited liability company
incorporated on December 12 2013, wherein we hold 25%, and are active “Managing
Members”. Summa maintains a 100% interest in several fee title mining
properties throughout Nevada, all of which sprang out of Howard Hughes’s Hughes
Tool Company. Our company's initial capital contribution to Summa, LLC was
$125,000, of which $100,000 was in cash and the balance in services. To date we
have contributed an additional $31,700 in cash, and also over the years an
indeterminate amount of casual geological expertise to Summa, LLC. In
recognition, Summa transferred five urban lots in Tonopah of indeterminate
value in 2020, and since Jan 2021 have issued checks to the company for
$167,500. The flagship of the 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, although a BC
Supreme Court decision in 2024 mandating Indigenous approval of all new claims
and work to be done on claims might affect our ability to explore and
judiciously advance properties in that Province.
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.
In December of 2024 the Company staked 3,285.27 acres
(1,329.51 hectares) of claims in three discrete locales in Southern British
Columbia that may be prospective for hosting Antimony mineralization. The
company is conducting 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 as well as
all our British Columbia properties in 2025, given the Supreme Court decision
mentioned above.
During the most recent quarter the Company has initiated
a generative program along the path of the “Yellowstone Hot Spot”, evaluating
possible Lithium Clay mineralization opportunities here, along a feature that
if not causal, is at least spatially related to both the Kings Valley and
Nevada North Lithium deposits.
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, and could at
the very least be a decent adjunct to the Company’s activities.
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In March of 2022 we staked a block of claims in North Big
Smoky Valley covering approximately 3400 acres which roughly corresponds to the
lands previously held by Lithium Corporation’s former subsidiary Lithium
Royalty Corp. in 2016/2017. On May 13, 2022 we signed a Letter of Intent (LOI)
with Morella Corporation (a related party) whereby Morella can earn a 60%
interest in the property by paying $65,000 US (done) to the Company on the
signing of the LOI, and issuing $100,000 worth of Morella shares at the time of
signing the formal agreement, and issuing $100,000 worth of shares at each
anniversary of the signing of the formal agreement over the next four years.
Additionally, Morella must incur exploration expenditures of $100,000,
$200,000, $300,000 and $400,000 in years one through four of the option
agreement. Should they fulfill these obligations they will have earned an
undivided 60% interest in the property and may purchase a further 20% interest
within 1 year for $750,000 and purchase the remaining 20% interest within the
following year for $750,000. Should Morella buy Lithium Corporation’s undivided
working interest in the property, the Company will revert to a 2.5 % Net
Smelter Royalty interest, ½ of which would be purchasable by Morella for
$1,000,000. Since Optioning the property Morella has conducted Controlled
Source Audio-Magnetotelluric geophysical and sediment geochemical surveys,
staked more claims adjacent to the original option claim block as well as
staking a non-contiguous area to the north and west of the earlier claims here.
Most recently Morella has concluded a four-hole drilling program, testing for
both lithium-in-brine and clay mineralization, where anomalous lithium-in-clay
mineralization was discovered, but no lithium-in-brine mineralization was
encountered. Morella is currently up to date with respect to all option
obligations here.
On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals
whereby Surge could have earned an 80% interest in the Company’s San Emidio
lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000
and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make
payments of $620,000 in cash and stock over 5 years while incurring
expenditures on the property of $1,000,000 over that period. Upon fulfillment
of the aforementioned commitments Surge would have been deemed to have earned
their undivided 80% interest and could have formed a joint venture with the
Company. The Company had optioned this property off in May 2016, to a company
that ultimately merged with American Lithium Corp., and under the terms of the
agreement American Lithium could have earned an 80% interest in the property by
incurring exploration expenditures, and making share payments over a three year
period. In June 2018 we received notice that American Lithium was relinquishing
any further right to earn an interest in the property. Surge Battery Metals
completed some geochemical work on the prospect block and gave Lithium Corporation
formal notice in Summer 2022 that they were relinquishing all interest in the
property. In Fall 2022 the Company completed a Controlled Source
Audio-Magnetotelluric (CSAMT) survey here and is currently considering next
steps with respect to exploring and developing this property.
On April 29, 2021 we signed a Letter Of Intent (LOI) with
Altura Mining Limited (now Morella Corporation after a name change) an
Australian Lithium explorer and developer and related party, whereby Morella
can earn a 60% interest in the Fish Lake Valley lithium-in-brine property in
Esmeralda County, Nevada by paying the Company $675,000, issuing the equivalent
of $500,000 worth of Morella common stock (1MC:ASX, Altaf:OTC-QB), and
expending $2,000,000 on exploration work over the next four years. Previously,
in 2016 the Company had entered into an option agreement with a company that
eventually became American Lithium Corp., who conducted various geochemical and
geophysical work on the property and drilled one exploratory borehole. While
American Lithium did comply with all terms of the agreement with respect to
cash and share payments the Company received formal notice of the
relinquishment of the Purchasers right to earn an interest in the property on
April 30th, 2019. In the last couple of
years Morella has completed two phases of passive seismic and magnetotelluric
(MT) surveys and have received permits for drilling on both the south and
northern blocks. Preparatory work for drilling was done during the summer of
2023, and drilling commenced on an exploratory borehole in early October 2023,
to the northeast of the playa, proximal to but away from the area of known
mineralization. Only moderate mineralization was encountered in the 2023
drillhole in both clays and brines. To date Morella is current with all exploration
and share payment obligations under the 2021 agreement, however the 2024
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.
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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.
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It is roughly 37 miles to the west-southwest of Tonopah
Nevada, 37 miles north-northeast of Bishop California, and 174 miles to the
northwest of Las Vegas Nevada, the largest population center in the region.
Using the Public Land Survey System, the center of the property is Township 1S,
Range 36E, Section 11, Mount Diablo Meridian.
Fish Lake Valley has not had mining production in the
most recent three fiscal years although the property was developed as a borate
producer in the late 1860’s, with the earliest record of production in 1873.
Production by 1875 was in the order of 2 tons (1.814 tonnes) of concentrated
borax daily. Operations ceased sometime prior to the 1900’s and there is no
record of any further activity or exploration until the 1970’s, when interest
in lithium brines was high due to the discovery and eventual development of the
Silver Peak deposit in nearby Clayton Valley. During the 1970’s the USGS
conducted some lithium focused exploration in the general area and drilled
several holes on the periphery of the playa. During the 1980’s US Borax
discovered the Cave Springs boron/lithium clay deposits which are several
kilometers to the east of the Fish Lake Valley playa. These deposits were
called the Borate Hills and were being explored during 2011 by American Lithium
Minerals, Inc. in a joint venture with Japan Oil and Gas (JOGMEC). Recently the
property has been renamed as the Rhyolite Ridge Lithium-Boron Project that is
currently being developed by an Australian explorer, Ioneer Limited.
While Fish Lake Valley has seen sporadic exploration
since the 1970’s no modern processing facilities exist in Fish Lake Valley. The
ruins from Francis “Borax” Smith’s Pacific Borax plant on the west side of the
playa at Fish Lake Valley dating to the 1870’s are still visible here, as are
the dumps, and some scattered equipment from one of his later ventures on the
south end of the playa.
The property was originally held under a mining lease
purchase agreement dated June 1, 2009, between Nevada Lithium Corporation, and
Nevada Alaska Mining Co. Inc., Robert Craig, Barbara Craig, and Elizabeth
Dickman. Nevada Lithium issued to the vendors $350,000 worth of common stock of
our company in eight regular disbursements. All disbursements were made of
stock worth a total of $350,000, and claim ownership was transferred to our
company.
The geological setting at Fish Lake Valley is highly
analogous to the salars of Chile, Bolivia, and Peru, and more importantly
Clayton Valley, where Albemarle has its Silver Peak lithium-brine operation.
Lithium-enriched Tertiary-era Fish Lake formation rhyolitic tuffs or ash flow
tuffs have accumulated in a valley or basinal environment. Over time
interstitial formational waters in contact with these tuffs, have become
enriched in lithium, boron and potassium which could possibly be economic, and
amenable to production by evaporative or direct lithium extraction (DLE)
methods.
Access is excellent in Fish Lake Valley with all-weather
gravel roads leading to the property from state highways 264, and 265, and
maintained dirt roads ring the playa. Power is available approximately 10 miles
from the property, and the village of Dyer is approximately 12 miles to the
south, while the town of Tonopah, Nevada is approximately 50 miles to the east.
The infrastructure is excellent in the general area of the Fish Lake Valley
prospect. Power is available along highway 264 which runs north to south some 8
miles to the west of the property. The capacity of the line is unknown however
it does appear on government issued maps as being equal to or greater than 55
kilovolts to the south of the village of Dyer. There are defined geothermal
resources around the prospect. Should lithium production be established in the
valley it may present an opportunity to the company who originally defined
these geothermal resources to continue to the development stage. Abundant fresh
water is available in the valley to the south of the northern playa. Most
supplies are available in Tonopah which is approximately 75 miles by road from
the property. Also, sufficient manpower is available in the region, and some
personnel exist locally with training specific to lithium brine processing due
to the proximity of the property to Albemarle’s Silver Peak operation. The
property does have patchy cell phone service from two different providers. Las
Vegas’ Harry Reid International Airport is 249 miles by road to the southeast
of the property, while Reno-Tahoe International Airport is 213 miles by road to
the northwest, and Elko (which is an important mining supply center) is
approximately 334 miles by road from the property. The playa or claim block
area should be large enough to accommodate a production facility like that
found at Silver Peak, and there are several potential processing plant sites in
the area.
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Our company completed a number of geochemical and
geophysical studies on the property and conducted a short drill program on the
periphery of the playa in the fall of 2010. Near-surface brine sampling during
the spring of 2011 outlined a boron/lithium/potassium anomaly on the northern
portions of the northern playa, that is roughly 1.3 x 2 miles long, which has a
smaller higher grade core where lithium mineralization ranges from 100 to 150
mg/L (average 122.5 mg/L), with boron ranging from 1,500 to 2,670 mg/L (average
2,219 mg/L), and potassium from 5,400 to 8,400 mg/L (average 7,030 mg/L). Wet
conditions on the playa precluded drilling there in 2011, and for a good
portion of 2012, however a window of opportunity presented itself in late fall
2012. In November/December 2012 we conducted a short direct push drill program
on the northern end of the playa, wherein a total of 1,240.58 feet (378.09
meters) was drilled in 20 holes at 17 discrete sites, and an area of 3,356 feet
(1,023 meters) by 2,776 feet (846 meters) was systematically explored by grid
probing. The deepest hole was 81 feet (24.69 meters), and the shallowest hole
that produced brine was 34 feet (10.36 meters). The average depth of the holes
drilled during the program was 62 feet (18.90 meters). The program successfully
demonstrated that lithium-boron-potassium-enriched brines exist to at least 62
feet (18.9 meters) depth in sandy or silty aquifers that vary from
approximately three to ten feet (one to three meters) in thickness. Average
lithium, boron and potassium contents of all samples are 47.05 mg/L, 992.7
mg/L, and 0.535% respectively, with lithium values ranging from 7.6 mg/L to
151.3 mg/L, boron ranging from 146 to 2,160.7 mg/L, and potassium ranging from
0.1 to 1.3%. The anomaly outlined by the program is 1,476 by 2,461 feet (450
meters by 750 meters), and is not fully delimited, as the area available for
probing was restricted due to soft ground conditions to the east and to the
south. A 50 mg/L lithium cutoff is used to define this anomaly and within this
zone average lithium, boron and potassium contents are 90.97 mg/L, 1,532.92
mg/L, and 0.88% respectively. On September 3, 2013, we announced that drilling
had commenced at Fish Lake Valley. Due to storms and wet conditions in the area
that our company had hoped to concentrate on, the playa was not passable, and
so the program concentrated on larger step-out drilling well off the playa.
This 11-hole, 1,025-foot program did prove that shallow mineralization does not
extend much, if at all, past the margins of the playa, as none of the fluids
encountered in this program were particularly briny, and returned values of
less than 5 mg/L lithium. Results from the work done in the past by Lithium
Corporation has been very positive, and our company believes that the playa at
Fish Lake Valley may be conducive to the formation of a “Silver Peak” style
lithium brine deposit.
Early in 2016 the company signed an Exploration Earn-In
Agreement with 1032701 B.C. Ltd., a private British Columbia company with
respect to our Fish Lake Valley lithium brine property, wherein 1032701 B.C.
Ltd., could have acquired an initial 80% undivided interest in the Fish Lake
Valley property through the payment of an aggregate of US$300,000 in cash,
completing a “Going Public Transaction” on or before May 6, 2016, and subject
to the completion of the “Going Public Transaction, arranging for the issuance
of a total of 400,000 common shares in the capital of the resulting issuer. The
Optionee needed to make qualified exploration or development expenditures on
the property of $200,000 before the first anniversary, an additional $300,000
before the second anniversary, an additional $600,000 prior to the third
anniversary, and make all payments and perform all other acts to maintain the
Property in good standing before fully earning their 80% interest. Additionally,
after the initial earn-in the Optionee had the right for up to 12 months to
purchase our 20% interest in the property for $1,000,000, at which point our
interest would have reverted to a 2 1/2% Net Smelter Royalty (NSR). The
Optionee could then have elected at any time to purchase one half (1.25%) of
our NSR for $1,000,000.
American Lithium Corp. subsequently acquired 100% of
1032701 BC, and a formal option agreement was entered into, effective March 31,
2016. An amendment to the agreement was entered into on the 14th of February 2018 whereby American Lithium issued 10,000
post consolidation “Agreement Year” shares to Lithium Corporation as mandated
by the agreement, as well as a further 80,000 shares in consideration for
Lithium Corporation agreeing to extend the work commitment date for Year 2 of
the agreement to September 30, 2018. We had received all money, and common
shares issuable in relation to the Fish Lake Valley option agreement, but the
Purchaser issued formal notice of the relinquishment of the Purchasers right to
earn the interest in the property on April 30th 2019. As this was the termination of the option
agreement $443,308 was taken into income. During the year-ended December 31,
2019, the Company recorded a $159,859 allowance for the properties and has a
net book value of $Nil.
On April 29, 2021 we signed a Letter Of Intent (LOI) with
Altura Mining Limited (now Morella Corporation after a name change), an
Australian Lithium explorer and developer and a related party, whereby Morella
can earn a 60% interest in the Fish Lake Valley lithium-in-brine property in
Esmeralda County, Nevada by paying the Company $675,000, issuing the equivalent
of $500,000 worth of Morella stock, and expending $2,000,000 of exploration
work over the next four years. To date Morella is current with its obligations
under the formal agreement ratified on October 12th 2021, having paid the
initial $50,000 on signing the LOI, the $100,000 due on signing the formal
agreement, and all anniversary payments since, and has issued a total of
55,560,526 shares of Morella (1MC:ASX, Altaf:OTC-QB) common stock to date.
Morella has completed Passive Seismic and Magneto-telluric surveys, have
permitted 8 drill sites, installed surface casing on the first site on the
southern block, while conducting ongoing tests for amenability to direct
lithium extraction (DLE). Drilling commenced in early October 2023, to the
northeast of the playa, proximal to but away from the area of known
mineralization. Only moderate lithium mineralization was encountered in the
2023 drillhole in both clays and brines.
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In addition to the cash and share payments under the
Option Agreement, Morella is to perform exploration and development work on the
property in the value of:
Year 1:
$200,000
Year 2:
$400,000
Year 3:
$600,000
Year 4:
$800,000
Under the Option Agreement Morella is the operator of the
Fish Lake Valley Project and is responsible for all exploration efforts. The
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.
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Since Lithium Corporation’s optioning of the property in
2009 the following work has been conducted on the property:
|
· |
Surficial sediment sampling – 49 grid sediment samples were collected,
and a further 32 sediment samples from discrete points on the property in
2009 and early 2010. |
|
· |
Preliminary water sampling 2009-10 – 9 water samples collected. |
|
· |
Surficial sediment temperature and pH/ORP survey, March 2010. |
|
· |
SP gradient surveys on the northern playa March 2010, a total of
8.525-line km surveyed. Also, a 1 km line of long-wire SP surveying was
completed on a line where a gradient survey was performed earlier. |
|
· |
Gravity survey of the southern playa in May 2010 – an area of
approximately 6 km2 was investigated via high-definition gravity. Follow-up
surveying was completed in October 2011 and a further 30 stations were read.
The northern playa was too wet to access for survey work. |
|
· |
Near surface brine and sediment sampling program in March 2011 – 39
brine samples. |
|
· |
Gravity survey of the northern playa in August 2011. An abortive attempt
was made to survey the northern playa where 22 stations were setup on the
periphery. The northern playa was too wet to survey. |
|
· |
Direct push drilling program in October 2011, included 41 holes at 25
sites (1080.77 m) a total of 37 samples collected. |
|
· |
Direct push drilling program in November 2012, included 19 holes at 17
sites (362.97 m). |
|
· |
a total of 19 samples collected. |
|
· |
Confirmatory and expanded hand auger drill hole brine sampling by
American Lithium Corporation in 2016. A total of 154 samples collected. |
|
· |
Geological and Geophysical collaboration between American Lithium
Corporation and University of Texas at Dallas, August 2016. |
|
· |
Drilling of a deep sonic drill hole (L-16-13A) on the property to the
east of the margin of the playa, south of the area of strongest
lithium/boron/potassium mineralization in September 2016. |
|
· |
Passive Seismic, and Audio Magnetotelluric surveys in 2022 – 24. |
|
· |
Brine bench tests to determine amenability to Direct Lithium Extraction
technology |
|
· |
One RC drillhole proximal to the Northeastern margin of the playa. |
Approximately $25 million dollars has been spent on
geothermal exploration in the general area (personal communication J. Demonyaz)
since the 1980’s, and 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 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.
|
22 |
|
We drilled this prospect again in late October 2012,
further testing the area of the property in the vicinity where prior
exploration by our company discovered elevated lithium levels in subsurface
brines. During the Fall 2012 program a total of 856 feet (260.89 meters) was
drilled at 8 discrete sites. The deepest hole was 160 feet (48.76 meters), and
the shallowest hole that produced brine was 90 feet (27.43 meters). The average
depth of the seven hole program was 107 feet (32.61 meters). The program better
defined the lithium-in-brine anomaly that was discovered in early 2012. This
anomaly is approximately 0.6 miles (370 meters) wide at its widest point by
more than 2 miles (3 kilometers) long. The peak value seen within the anomaly
is 23.7 mg/l lithium, which is 10 to 20 times background levels outside the
anomaly. Our company believes that much like Fish Lake Valley, the playa at San
Emidio may be conducive to the formation of a “Silver Peak” style lithium brine
deposit, and the recent drilling indicates that the anomaly occurs at or near
the intersection of several faults that may have provided the structural
setting necessary for the formation of a lithium-in-brine deposit at depth.
Our company entered into an exploration earn-in agreement
on the property on May 3, 2016 with 1067323 B.C. Ltd., wherein the Optionee was
to pay an initial $100,000 and issue 100,000 shares within 30 days of a “Going
Public Transaction”. 1067323 subsequently merged with American Lithium Corp.,
who then assumed the duties of the Optionee, and fulfilled the initial
obligations. The further terms of the agreement were that American Lithium was
to issue 100,000 shares to Lithium Corporation on or before both the first
& second anniversaries of the going public transaction. Additionally
American Lithium was to conduct $100,000 exploration work in year 1, $200,000
in year 2, and $300,000 in year 3. On fulfillment of all its obligations American
Lithium would have earned an 80% interest in the property. The Optionee also
had the option to earn a further 20% interest in the property by paying
$1,000,000 to the company within 36 months of the exercise of the initial
earn-in. If American Lithium had exercised its right with respect to the
subsequent earn-in then Lithium Corporation’s interest would have reverted to a
2.5% Net Smelter Revenue (NSR) interest. American Lithium then could have
purchased one half of the NSR (1.25%) for $1,000,000 at any time thereafter. In
June 2018, the Company received notification that the purchaser was
relinquishing any right to earn an interest in the property and, as such,
$202,901 was taken into income. During the year-ended December 31, 2019, the
Company recorded a $217,668 allowance for the property which then had a net
book value of $Nil.
On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals
whereby Surge may earn an 80% interest in the Company’s San Emidio
lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000
and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make
payments of $620,000 in cash and stock over 5 years while incurring
expenditures on the property of $1,000,000 over that period. Upon fulfillment
of these commitments Surge would have been deemed to have earned their
undivided 80% interest and could have formed a joint venture with the Company.
Surge 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.
|
23 |
|
Work progressed, and the property expanded throughout the
summer of 2013, and culminated with the receipt of the final assays from the
last phases of the prospecting and geological program in December of 2013. That
work increased the area known to be underlain by graphitic bearing gneisses,
and further evaluations were made in the area of the Sugar Lake, Weather
Station, and Taylor Creek showings. In the general vicinity of the Weather
Station showing that was initially discovered in early July 2013, a further 13
samples were taken, and hand trenching was performed at one of several outcrops
in the area. In the trench a 5.2 meter interval returned an average of 3.14%
graphitic carbon, all in an oxidized relatively friable gneissic host rock.
Additionally a hydrothermal or vein type mineralized graphitic quartz boulder
was discovered in the area which graded up to 4.19% graphitic carbon. The
source of this boulder was not discovered during this program, but it is felt
to be close to its point of origin. Samples representative of the
mineralization encountered here were taken for petrographic study, which was
received in late 2013. A brief assessment work program was performed in
September 2014 to ensure all claims in the package were in good standing prior
to the anticipated sale of this asset to Pathion Inc. Recommendations were made
by the consulting geologist who wrote the assessment report with respect to
trenching, and eventually drilling the Weather Station showing. Our company
submitted a Notice of Work to the BC Government in early May 2015 to enable our
company to conduct a program of excavator trenching, sampling and geological
mapping on the Weather Station showing. In May of 2015 we signed an agreement
with KLM Geosciences LLC of Las Vegas to conduct a short Ground Penetrating
Radar (GPR) survey on the property in the Weather Station – Taylor Creek areas.
The GPR survey as well as a GEM-2 frequency domain electromagnetic (FDEM)
survey took place in approximately mid-May 2015. The GPR survey did not provide
useful data because of the moisture saturation in the shallow subsurface. The FDEM
survey successfully generated an anomaly over known mineralization and possibly
indicates that the mineralization may extend both to the west and to the east
in areas blanketed by glaciofluvial till.
In August of 2015 our Notice of Work for trenching was
approved by the BC Government and in October we commenced work. A trench of
265.76 feet (81 meters) was excavated and graphitic gneiss was mapped and
sampled. In all 23 samples were taken over the 69 meters of exposed
mineralization that could be safely sampled. Trench depths varied from 1.2
meters in areas of semi-consolidated rock to 4.8 meters in areas of mainly
decomposed material. There was an approximately 12 meter section of the trench
of sand, and fluvial till in an ancient stream bed where the excavator could
not reach the graphitic material that is inferred to exist at depths greater
than 5 meters. Also there was a 4 meter section at depths from 4.8 to 5 meters
where graphite mineralization could be seen at depth, but could not be safely
sampled.
The entire 69 meter interval that was sampled averaged
1.997% graphitic carbon, and mineralization remains open in all directions.
Within that interval there was a 30 meter section that averaged 2.73% graphitic
carbon, and within that interval there was a 12 meter section that averaged
2.99% graphitic carbon. The best mineralization, and most friable material is
proximal to the aforementioned abandoned creek channel, and it appears that
proximity to this feature gave rise to the deep weathering profile encountered
here. Determining the tenor, and extent of the friable material were the two
major objectives of this program as this material, which is very similar to
that mined at Eagle Graphite’s operation is very easy/economical to be mined
and processed, and typically contains the highest percentages of graphite over
consistent widths.
A “mini-bulk sample” was taken from the Weather Station
Zone in October 2017, and submitted to SGS Vancouver for preliminary bench
tests, and further petrographic analysis. Tests indicated that the “fairly
coarse” flake graphite was easily liberated from the unconsolidated host
material, and initial flotation tests were positive with over 80% of the
graphite in the sample being floated off.
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 fall.
|
24 |
|
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.
The Hughes Claims
Effective April 23, 2014, we entered into an operating
agreement with All American Resources, LLC and TY & Sons Investments Inc.
with respect to Summa, LLC, a Nevada limited liability company incorporated on
December 12, 2013. Through our 25% membership interest in Summa we hold an
indirect interest in a number of patented mining claims that spring from the
once considerable mineral holdings of Howard Hughes’s Summa Corp. Our company’s
capital contribution paid to Summa, LLC was $125,000, of which $100,000 was in
cash and the balance in services.
Lithium Corporation participated in the formation of
Summa, which holds 88 fee-title patented lode claims that cover approximately
1,191.3 acres of prospective mineral lands. Our company signed a joint
operating agreement with the other participants in Spring 2014 to govern the
conduct of Summa, and the development of the lands. Our company’s President Tom
Lewis was named as a managing member of Summa, and as such has a direct say in
the day to day operations of that company.
The Hughes lands are situated in six discrete prospect
areas in Nevada, the most notable of which being the Tonopah block in Nye
County where Summa holds 56 claims that cover approximately 770 acres in the
heart of the historic mining camp where over 1.8 million ounces of gold and 174
million ounces of silver were produced predominately in the early 1900’s. The
Hughes claims include a number of the prolific past producers in Tonopah, such
as the Belmont, the Desert Queen, and the Midway mines. In addition there are
also claims in the area of the past producing Klondyke East mining district,
which is to the south of Tonopah, and at the town of Belmont (not to be
confused with the Belmont claim in Tonopah), Nevada, another notable silver
producer from the 1800’s, which is roughly 40 miles to the northeast of
Tonopah.
The ongoing litigation with respect to Summa’s Tonopah
holdings had precluded investing time or money into the property immediately
after the court awarded Summa ownership in 2013, however in 2018 Summa won a “quiet
title” case in the Fifth Judicial Court in Tonopah, which determined that Summa’s
title is superior to all other claimants. The subsequent appeal of this verdict
was quashed later in 2018, and there has been no further action on that
account. Summa signed a Letter of Intent on January 14, 2020 with respect to
the Tonopah property whereby 1237025 BC Ltd, could 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.
|
25 |
|
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.
Other 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 recently determined that the Three Valley Gap
area had come open for acquisition, and staked a small block of claims covering
any mineralization found to date, and we are currently determining what work
might be performed on these properties this year.
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.
|
26 |
|
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 June 30, 2025 Compared to the Three
Months Ended June 30, 2024
We had net loss of $155,845 for the three month period
ended June 30, 2025, which was $55,246 less than the net loss of $211,091 for
the three month period ended June 30, 2024. The change in our results over the
two periods is primarily the result of a decrease in exploration expense and
change in fair value of marketable securities.
The following table summarizes key items of comparison
and their related increase (decrease) for the three month periods ended June
30, 2025 and 2024:
|
|
Three Months Ended June 30, 2025 |
|
|
Three Months Ended June 30, 2024 |
|
|
Change
Between Three Month Period Ended June 30, 2025 and June 30, 2024 |
|
|||
Professional fees |
|
$ |
9,175 |
|
|
$ |
12,138 |
|
|
$ |
(2,963 |
) |
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
|
|
- |
|
Exploration
expenses |
|
|
11,132 |
|
|
|
55,475 |
|
|
|
(44,343 |
) |
Consulting fees –
related party |
|
|
97,000 |
|
|
|
72,000 |
|
|
|
25,000 |
|
Consulting fees |
|
|
18,000 |
|
|
|
15,000 |
|
|
|
3,000 |
|
Transfer agent and
filing fees |
|
|
6,449 |
|
|
|
6,138 |
|
|
|
311 |
|
Travel |
|
|
1,533 |
|
|
|
3,333 |
|
|
|
(1,800 |
) |
General and
administrative |
|
|
6,940 |
|
|
|
11,749 |
|
|
|
(4,809 |
) |
Other loss
(income) |
|
|
3,783 |
|
|
|
33,425 |
|
|
|
(29,642 |
) |
Net loss (income) |
|
$ |
155,845 |
|
|
$ |
211,091 |
|
|
$ |
(55,246 |
) |
|
27 |
|
Six Months Ended June 30, 2025 Compared to the Six Months
Ended June 30, 2024
We had net loss of $379,768 for the six month period
ended June 30, 2025, which was $154,007 less than the net loss of $533,775 for
the six month period ended June 30, 2024. The change in our results over the
two periods is primarily the result of a decrease in exploration expense and
change in fair value of marketable securities.
The following table summarizes key items of comparison
and their related increase (decrease) for the six month periods ended June 30,
2025 and 2024:
|
|
Six Months Ended June 30, 2025 |
|
|
Six Months Ended June 30, 2024 |
|
|
Change
Between Six Month Period Ended June 30, 2025 and June 30, 2024 |
|
|||
Professional fees |
|
$ |
42,624 |
|
|
$ |
35,976 |
|
|
$ |
6,648 |
|
Depreciation |
|
|
3,666 |
|
|
|
3,666 |
|
|
|
- |
|
Exploration
expenses |
|
|
11,780 |
|
|
|
105,032 |
|
|
|
(93,252 |
) |
Consulting fees –
related party |
|
|
190,000 |
|
|
|
144,000 |
|
|
|
46,000 |
|
Consulting fees |
|
|
36,000 |
|
|
|
84,392 |
|
|
|
(48,392 |
) |
Transfer agent and
filing fees |
|
|
10,899 |
|
|
|
11,163 |
|
|
|
(264 |
) |
Travel |
|
|
1,847 |
|
|
|
13,206 |
|
|
|
(11,359 |
) |
General and
administrative |
|
|
13,065 |
|
|
|
17,719 |
|
|
|
(4,654 |
) |
Other loss
(income) |
|
|
69,887 |
|
|
|
118,621 |
|
|
|
(48,734 |
) |
Net loss (income) |
|
$ |
379,768 |
|
|
$ |
533,775 |
|
|
$ |
(154,007 |
) |
Revenue
We have not earned any revenues since our inception and
we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Capital Resources
Our balance sheet as of June 30, 2025 reflects current
assets of $2,934,307. We had cash in the amount of $2,805,421 and working
capital in the amount of $518,297 as of June 30, 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 June 30, 2025 |
|
|
At December 31, 2024 |
|
||
Current assets |
|
$ |
2,934,307 |
|
|
$ |
3,301,075 |
|
Current
liabilities |
|
|
(2,416,010 |
) |
|
|
(2,406,676 |
) |
Working capital |
|
$ |
518,297 |
|
|
$ |
894,399 |
|
We anticipate generating losses and, therefore, may be
unable to continue operations further in the future.
|
28 |
|
Cash Flows
|
|
Six Months
Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash (used in)
operating activities |
|
$ |
(260,437 |
) |
|
$ |
(277,013 |
) |
Net cash provided
by investing activities |
|
|
- |
|
|
|
- |
|
Net cash provided
by financing activities |
|
|
- |
|
|
|
- |
|
Net increase
(decrease) in cash during period |
|
$ |
(260,437 |
) |
|
$ |
(277,013 |
) |
Operating Activities
Net cash used in operating activities during the six
months ended June 30, 2025 was $260,437, an decrease of $16,576 from the
$277,013 net cash outflow during the six months ended June 30, 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 six
months ended June 30, 2025 was $Nil as compared to $Nil in cash provided by
financing activities during the six months ended June 30, 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 $50,000 per month. Due to our current cash position of approximately
$2,805,421 as of June 30, 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.
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29 |
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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.
Now that the Lincoln Park agreement has lapsed we
currently have no other arrangement for future financing.
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.
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30 |
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Loss per Share
Basic loss per share is computed by dividing loss
available to common shareholders by the weighted average number of common
shares outstanding during the year. The computation of diluted earnings per
share assumes the conversion, exercise or contingent issuance of securities
only when such conversion, exercise or issuance would have a dilutive effect on
earnings per share. The dilutive effect of convertible securities is reflected
in diluted earnings per share by application of the "if converted"
method. In the periods in which a loss is incurred, the effect of potential
issuances of shares under options and warrants would be anti-dilutive, and
therefore basic and diluted losses per share are the same. The Company did not
have any dilutive securities for the periods ended June 30, 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 June 30, 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.
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31 |
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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 ineffective 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.
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32 |
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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:
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.
None.
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33 |
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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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||
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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) |
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Rule 13a-14 (d)/15d-14d)
Certifications |
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(32) |
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Section 1350 Certifications |
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||
101* |
|
Interactive Data File |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
XBRL Taxonomy Extension Schema
Document |
101.CAL |
|
XBRL Taxonomy Extension
Calculation Linkbase Document |
101.DEF |
|
XBRL Taxonomy Extension
Definition Linkbase Document |
101.LAB |
|
XBRL Taxonomy Extension Label
Linkbase Document |
101.PRE |
|
XBRL Taxonomy Extension
Presentation Linkbase Document |
* Filed herewith.
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34 |
|
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: August 14, 2025 |
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/s/ Tom Lewis |
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Tom Lewis |
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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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35 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of
Lithium Corporation. |
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2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report; |
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4. |
I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have: |
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a. |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared; |
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b. |
Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
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c. |
Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and |
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d. |
Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting; and |
5. |
I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting. |
Date: August 14, 2025 |
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/s/Tom Lewis |
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Tom Lewis President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
|
(1) |
the Quarterly Report on Form 10-Q of Lithium
Corporation. for the quarter ended March 31, 2025 (the
"Report") fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and |
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(2) |
the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of Lithium Corporation. |
Dated: August 14, 2025 |
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/s/Tom Lewis |
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|
|
Tom Lewis |
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|
President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, and Director |
|
|
|
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) |
|
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Lithium Corporation. |
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A signed original of this written statement required by
Section 906, or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the electronic version
of this written statement required by Section 906, has been provided to Lithium
Corporation and will be retained by Lithium Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.