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 September 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.) |
|
|
|
|
|
1031
Railroad St. Ste. 102B, Elko, Nevada |
|
89801 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(775) 410-5287
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name of
exchange on which registered |
|
Common
Stock |
|
LTUM |
|
N/A |
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule
12b-2 of the Exchange Act.
|
Large
accelerated
filer ☐ |
|
Accelerated
filer ☐ |
|
Non-Accelerated
filer ☒ |
Smaller
reporting company ☒ |
Emerging
growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable
date. 117,892,441 common shares issued and outstanding as of November
14, 2025
|
|
|
|
LITHIUM CORPORATION
FORM 10-Q
TABLE OF CONTENTS
|
3 |
||
|
3 |
||
|
Management
s Discussion and Analysis of Financial Condition and Results of Operations |
15 |
|
|
30 |
||
|
30 |
||
|
31 |
||
|
31 |
||
|
31 |
||
|
31 |
||
|
31 |
||
|
31 |
||
|
31 |
||
|
32 |
||
|
33 |
||
|
|
|
2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three-month period
ended September 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.
LITHIUM Corporation
Balance Sheets
|
ASSETS |
||||||||
|
|
|
September
30, 2025 (unaudited) |
|
|
December
31, 2024 |
|
||
|
CURRENT ASSETS |
|
|
|
|
|
|
||
|
Cash |
|
$ |
2,648,380 |
|
|
$ |
3,065,858 |
|
|
Marketable securities |
|
|
179,767 |
|
|
|
217,017 |
|
|
Deposits |
|
|
700 |
|
|
|
700 |
|
|
Prepaid expenses |
|
|
7,198 |
|
|
|
17,500 |
|
|
Total Current Assets |
|
|
2,836,045 |
|
|
|
3,301,075 |
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
|
Equipment, net of accumulated depreciation |
|
|
8,155 |
|
|
|
13,654 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
2,844,200 |
|
|
$ |
3,314,729 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
3,364 |
|
|
$ |
8,636 |
|
|
Accounts payable and accrued liabilities -
related party |
|
|
44,080 |
|
|
|
36,050 |
|
|
Allowance for optioned properties |
|
|
2,361,990 |
|
|
|
2,361,990 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
2,409,434 |
|
|
|
2,406,676 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
2,409,434 |
|
|
|
2,406,676 |
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
Common
stock, 3,000,000,000 shares authorized, par value $0.001; 117,892,441 and 117,892,441 common
shares outstanding, respectively |
|
|
117,893 |
|
|
|
117,893 |
|
|
Additional paid in capital |
|
|
8,948,385 |
|
|
|
8,948,385 |
|
|
Additional paid in capital - options |
|
|
1,011,639 |
|
|
|
1,011,639 |
|
|
Additional paid in capital - warrants |
|
|
369,115 |
|
|
|
369,115 |
|
|
Accumulated deficit |
|
|
(10,012,266 |
) |
|
|
(9,538,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
|
|
434,766 |
|
|
|
908,053 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
2,844,200 |
|
|
$ |
3,314,729 |
|
The accompanying notes are an integral part of these financial
statements.
|
|
|
3 |
LITHIUM Corporation
Statements of Operations
(unaudited)
|
|
|
Three
Months Ended September
30, 2025 |
|
|
Three
Months Ended September
30, 2024 |
|
|
Nine
Months Ended September
30, 2025 |
|
|
Nine
Months Ended September
30, 2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
REVENUE |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
14,281 |
|
|
|
11,347 |
|
|
|
56,905 |
|
|
|
47,323 |
|
|
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
|
|
5,499 |
|
|
|
5,499 |
|
|
Exploration expenses |
|
|
20,708 |
|
|
|
69,792 |
|
|
|
32,488 |
|
|
|
174,824 |
|
|
Consulting fees - related party |
|
|
102,000 |
|
|
|
87,000 |
|
|
|
292,000 |
|
|
|
231,000 |
|
|
Consulting fees |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
53,000 |
|
|
|
101,392 |
|
|
Transfer agent and filing fees |
|
|
5,751 |
|
|
|
5,128 |
|
|
|
16,650 |
|
|
|
16,291 |
|
|
Travel |
|
|
1,963 |
|
|
|
3,935 |
|
|
|
3,810 |
|
|
|
17,141 |
|
|
General and administrative expenses |
|
|
5,026 |
|
|
|
5,253 |
|
|
|
18,091 |
|
|
|
22,972 |
|
|
TOTAL OPERATING EXPENSES |
|
|
168,562 |
|
|
|
201,288 |
|
|
|
478,443 |
|
|
|
616,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
|
(168,562 |
) |
|
|
(201,288 |
) |
|
|
(478,443 |
) |
|
|
(616,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
|
61,529 |
|
|
|
(97,448 |
) |
|
|
(37,250 |
) |
|
|
(254,469 |
) |
|
Other income |
|
|
13,514 |
|
|
|
19,628 |
|
|
|
42,406 |
|
|
|
58,028 |
|
|
TOTAL OTHER INCOME (EXPENSE) |
|
|
75,043 |
|
|
|
(77,820 |
) |
|
|
5,156 |
|
|
|
(196,441 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
|
|
(93,519 |
) |
|
|
(279,108 |
) |
|
|
(473,287 |
) |
|
|
(812,883 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
(93,519 |
) |
|
$ |
(279,108 |
) |
|
$ |
(473,287 |
) |
|
$ |
(812,883 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
117,892,441 |
|
|
|
117,892,441 |
|
|
|
117,892,441 |
|
|
|
117,892,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
|
|
|
4 |
LITHIUM Corporation
Statements of Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Additional |
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
Additional |
|
|
Paid-in |
|
|
Paid-in |
|
|
|
|
|
Total |
|
|||||||
|
|
|
Common
Stock |
|
|
Paid-in |
|
|
Capital
- |
|
|
Capital
- |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Warrants |
|
|
Options |
|
|
Deficit |
|
|
Equity |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Balance, December 31, 2023 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
957,247 |
|
|
$ |
(8,574,382 |
) |
|
$ |
1,818,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
54,392 |
|
|
|
- |
|
|
|
54,392 |
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(279,108 |
) |
|
|
(279,108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2024 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(9,387,265 |
) |
|
$ |
1,059,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(93,519 |
) |
|
|
(93,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2025 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
$ |
8,948,385 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(10,012,266 |
) |
|
$ |
434,766 |
|
The accompanying notes are an integral part of these financial
statements.
|
|
|
5 |
LITHIUM Corporation
Statements of Cash Flows
(unaudited)
|
|
|
Nine
Months Ended September
30, 2025 |
|
|
Nine
Months Ended September
30, 2024 |
|
||
|
CASH FLOWS FROM OPERATING
ACTIVITIES: |
|
|
|
|
|
|
||
|
Net income (loss) for the period |
|
$ |
(473,287 |
) |
|
$ |
(812,883 |
) |
|
Adjustment to reconcile net income (loss) to net cash used in
operating activities |
|
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
|
37,250 |
|
|
|
254,469 |
|
|
Depreciation |
|
|
5,499 |
|
|
|
5,499 |
|
|
Gain on sale of mineral property |
|
|
- |
|
|
|
- |
|
|
Stock based compensation |
|
|
- |
|
|
|
54,392 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
(Increase) Decrease in prepaid expenses |
|
|
10,302 |
|
|
|
18,800 |
|
|
Increase (decrease) in accounts payable and
accrued liabilities |
|
|
2,758 |
|
|
|
7,705 |
|
|
Net Cash (Used in) Operating Activities |
|
|
(417,478 |
) |
|
|
(472,018 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in cash |
|
|
(417,478 |
) |
|
|
(472,018 |
) |
|
Cash, beginning of period |
|
|
3,065,858 |
|
|
|
3,667,617 |
|
|
Cash, end of period |
|
$ |
2,648,380 |
|
|
$ |
3,195,599 |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
Lithium Corporation
Notes to the Financial Statements
September 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 nine
months ended September 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 nine months ended
September 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 September 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 nine months ended September 30, 2025 and
2024, 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
$417,478 (2024: $472,018) of cash in operations for the nine months ended
September 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 September 30, 2025 and December 31, 2024, respectively:
|
|
|
Fair
Value Measurements at September 30, 2025 |
|
|||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
|
Assets |
|
|
|
|
|
|
|
|
|
|||
|
Cash |
|
$ |
2,648,380 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Marketable securities |
|
|
179,767 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
2,828,147 |
|
|
|
- |
|
|
|
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
$ |
2,828,147 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
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 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
9 |
Note 4 –
Marketable Securities
The
Company owns marketable securities (common stock) as outlined below:
|
Balance, December 31, 2024 |
|
$ |
217,017 |
|
|
Fair value adjustment |
|
|
(37,250 |
) |
|
|
|
|
|
|
|
Balance, September 30, 2025 |
|
$ |
179,767 |
|
The
Company classifies it’s marketable securities as
available for sale.
During
the nine months ended September 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 September 30, 2025 and December 31, 2024:
|
|
|
September
30, 2025 |
|
|
December
31, 2024 |
|
||
|
Professional fees |
|
$ |
- |
|
|
$ |
1,000 |
|
|
Other |
|
|
5,273 |
|
|
|
14,300 |
|
|
Transfer agent fees |
|
|
1,925 |
|
|
|
2,200 |
|
|
Total prepaid expenses |
|
$ |
7,198 |
|
|
$ |
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 nine months ended September 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
September 30, 2025 no stock options have been
exercised, and none have been exercised up to and including the date of this
document.
A summary
of the Company’s stock option activity and related information follows:
|
|
|
Period
Ended September 30, 2025 |
|
|
Period
Ended September 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
September 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 September 30,
2025, 4,100,000 are exercisable (December 31, 2024: 4,100,000).
The
following table summarizes the stock options outstanding at
September 30, 2025:
|
Issue Date |
|
Number |
|
|
Price |
|
|
Expiry
Date |
|
Outstanding
at September
30, 2025 |
|
|
Weighted
Average Remaining Contractual Life (in
years) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
May 26, 2022 |
|
|
3,600,000 |
|
|
$ |
0.04 |
|
|
May 26, 2027 |
|
|
3,600,000 |
|
|
|
1.65 |
|
|
January 10, 2024 |
|
|
500,000 |
|
|
$ |
0.04 |
|
|
January 10, 2029 |
|
|
500,000 |
|
|
|
3.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,100,000 |
|
|
|
|
|
|
|
|
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.
By letter
agreement dated September 5th, 2025 the
Company assigned 100% interest in the southern and more eastern portions of the
property reserving a 3.5% net smelter royalty on the assigned property.
Morella is obligated to pay the fourth anniversary payments on the original
Fish Lake Earn-in Agreement over four tranches over 18 months from the original
annversrary dates. The Company would retain a
100% interest in the northern portions of the property.
The
Letter of Intent and letter agreement were signed with a purchaser that has a
common director as the Company.
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.
By letter
agreement dated September 5th, 2025 the
Company assigned 100% interest in the property reserving a 3.5% net smelter
royalty on the assigned property. Morella is obligated to pay the third
anniversary payments on the original North Big Smoky Earn-in Agreement over
four tranches over 18 months from the original anniversary dates.
The
Letter of Intent and letter agreements were 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
September 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.
By letter
agreement dated September 5th, 2025 the
Company assigned 100% interest in the southern and more eastern portions of the
property reserving a 3.5% net smelter royalty on the assigned property.
Morella is obligated to pay the fourth anniversary payments on the original
Fish Lake Earn-in Agreement over four tranches over 18 months from the original
anniversary dates. The Company would retain a 100% interest in the
northern portions of the property.
The
Letter of Intent and letter agreements were 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
September 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.
By letter
agreement dated September 5th, 2025 the
Company assigned 100% interest in the property reserving a 3.5% net smelter
royalty on the assigned property. Morella is obligated to pay the third
anniversary payments on the original North Big Smoky Earn-in Agreement over
four tranches over 18 months from the original anniversary dates.
The
Letter of Intent and letter agreements were signed with a purchaser that has a
common director as the Company.
Note 10 –
Related Party Transactions
The
Company paid cash consulting fees totaling $102,000 and $292,000 to
related parties for the three and nine months ended September 30, 2025,
respectively (2024: $87,000 and $231,000).
The
Company paid rent fees totaling $1,500 and $4,500 to related parties
for the three and nine months ended September 30, 2025 (2024: $1,500 and
$4,500).
As at September 30, 2025, the Company had
$44,080 (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:
|
|
|
Nine
Months Ended September
30, 2025 |
|
|
|
Revenue |
|
$ |
- |
|
|
|
|
|
|
|
|
Professional fees |
|
|
56,905 |
|
|
Depreciation |
|
|
5,499 |
|
|
Exploration |
|
|
32,488 |
|
|
Consulting fees – related party |
|
|
292,000 |
|
|
Consulting fees |
|
|
53,000 |
|
|
Transfer agent and filing fees |
|
|
16,650 |
|
|
Travel |
|
|
3,810 |
|
|
General and administrative |
|
|
18,091 |
|
|
Other items |
|
|
(5,156 |
) |
|
|
|
|
|
|
|
Loss |
|
$ |
473,287 |
|
Note 14 –
Subsequent Events
The
Company has analyzed its operations subsequent to September 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: ALTAF a related company) could earn a 60% interest in the
property by incurring exploration expenses, and making staged cash and share
payments to Lithium Corporation over the following four years. This agreement
was modified by a Letter Agreement dated September 5, 2025, whereby Morella is
assigned 100% (subject to a 3.5% Net Smelter Royalty in favor of Lithium
Corporation) in the Southern claims while Lithium Corporation retains 100%
interest in the northern claims. As mentioned earlier Morella Corporation
is a related company and 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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15 |
Since 2009 the Company has been actively engaged in project generation,
conducting initial exploration studies, and if warranted staking and further
exploring a number of early-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 both of which are in Nevada, and the Las Pilas
Fluorspar/Rare Earth Element property in British Columbia. 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, although the Las Pilas property is set to expand as a number
of claim applications are currently lodged with the British Columbia
government.
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 Rare Earth
Elements, graphite and other “critical” metals properties in British Columbia.
Our current operational focus is to conduct generative exploration
activities in Nevada, and in British Columbia, developing early-stage projects
with an eye to joint venturing them, or attracting capital to further explore
and possibly develop these properties if results warrant. To that end in 2024
we staked an 11,067.90-acre (4,479.04 hectare) group of claims in British
Columbia which are prospective for Fluorspar mineralization and conducted a
first pass geochemical survey there in 2024. A significant portion of
those claims were allowed to lapse, and then application was made for new
claims over certain areas covered by these claims and new areas, optimizing
coverage over areas where there were geochemical indications for Rare Earth
Element mineralization.
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
appeared to be prospective for hosting Antimony mineralization. The Company
assessed these claims in 2025 and no further work is
contemplated here.
Additionally in BC 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 assessed these claims in 2025 and no further work is contemplated here.
Work has been ongoing over the past six months or so on its generative
program along the path of the “Yellowstone Hot Spot”, in Idaho, Oregon and
Nevada, 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. The Company anticipates
continuing work on this regional play at least into 2026.
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 could earn a 60% interest
in the property by paying $65,000 US 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 subsequent four years. Additionally,
Morella must have incurred exploration expenditures of $100,000, $200,000,
$300,000 and $400,000 in years one through four of the option agreement. 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. By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the
entire property reserving a 3.5% Net Smelter Royalty (NSR) on the property, and
a Right of First Refusal (ROFR) to purchase or option the property on equal
terms should Morella find a purchaser or optionee for the property. To
date Lithium Corporation has not transferred claim ownership to Morella, nor
has Morella issued any shares with respect to its obligations under the Sept 5th agreement.
|
|
|
16 |
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, not unlike an option the Company had entered into on this
property in May 2016, to a company that ultimately merged with American Lithium
Corp. 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 seeking a joint venture partner for 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 could have earned a
60% interest in the Fish Lake Valley lithium-in-brine property in Esmeralda
County, Nevada by making staged payments of $675,000, issuing the equivalent of
$500,000 worth of Morella common stock (1MC:ASX, Altaf:OTC-QB)
in annual tranches, and expending $2,000,000 on exploration work over the
following 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 few 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. By letter agreement dated September 5th,
2025 Lithium Corporation assigned 100% interest in the
southern and more eastern portions of the property reserving a 3.5% Net Smelter
Royalty (NSR) on the assigned property, and a Right of First Refusal (ROFR) to
purchase or option the property on equal terms should Morella find a purchaser
or optionee for the property. Lithium Corporation would retain 100%
interest in the northern portions of the property, subject to an ROFR on
similar terms as above in favor of Morella. To date Lithium Corporation has not
transferred claim ownership to Morella, nor has Morella issued any shares with
respect to its obligations under the Sept 5th agreement.
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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17 |
Fish Lake Valley Project in Esmeralda County, Nevada, west central
Nevada USA consists of Lithium Corp’s twenty-eight 100% owned 80 acre placer
claims totaling 2,220 acres (898 hectares), and a 3.5% Net Smelter Royalty on a
mix of 20 and 80 acre placer claims held by Morella Corporation totaling
3,833.64 acres (1551.45 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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18 |
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 or Borate Hills boron/lithium clay deposits which are several
kilometers to the east of the Fish Lake Valley playa. These deposits 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. Lithium
Corporation merged with Nevada Lithium and issued to the vendors $350,000 worth
of common stock of our company in eight regular disbursements. At the point
when all contractually required stock disbursements were made 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. The infrastructure is excellent in the general area of
the Fish Lake Valley prospect with the village of Dyer is approximately 12
miles to the south, while the town of Tonopah, Nevada is approximately 50 miles
to the east. 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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19 |
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 informal 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 Purchaser’s right to earn any
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. 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.
|
|
|
20 |
By letter agreement dated September 5th, 2025
Lithium Corporation assigned 100% interest in the southern and more eastern
portions of the property reserving a 3.5% Net Smelter Royalty (NSR) on the
assigned property, and a Right of First Refusal (ROFR) to purchase or option
the property on equal terms should Morella find a purchaser or optionee for the
property. Lithium Corporation would retain 100% interest in the northern
portions of the property, subject to an ROFR on similar terms as above in favor
of Morella. To date Lithium Corporation has not transferred claim ownership to
Morella, nor has Morella issued any shares with respect to its obligations
under the Sept 5th agreement.
The Fish Lake Valley Project is an early-stage exploration property and
the portions to be assigned to Morella are 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.
|
|
|
21 |
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 thirteen 80-acre Association
Placer claims here covering an area of approximately 1,040 acres (420.88
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 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 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.
North Big Smoky Property
During the period 2011 through 2012 the Company conducted geophysical,
and geochemical work on BLM lands in Big Smoky Valley, Nye County Nevada,
in areas that proved to be geochemically anomalous, both in sediment and
brines. The geological setting in portions of this valley are
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 a block of placer mineral claims which
comprised the North Big Smoky Prospect. On May 13, 2016
our wholly owned subsidiary sold the full 100% interest in the property
to 1069934 Nevada Ltd. ("Purchaser") a private company. Consideration
paid to Lithium Royalty Corp. consisted of 300,000 shares in the purchasing
entity, and Lithium Royalty Corp retained a royalty on the property. No
appreciable work was done and by agreement dated September 13, 2017 Lithium Corporation wound up Lithium Royalty Corp,
assuming all assets and liabilities, and 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.
|
|
|
23 |
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) could 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 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. By letter agreement
dated September 5th, 2025 Lithium
Corporation assigned 100% interest in the entire property reserving a 3.5% Net
Smelter Royalty (NSR), and a Right of First Refusal (ROFR) to purchase or
option the property on equal terms should Morella find a purchaser or optionee
for the property. To date Lithium Corporation has not transferred claim
ownership to Morella, nor has Morella issued any shares with respect to its
obligations under the Sept 5th agreement.
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
initially held 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
held 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 was
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 following 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:VSE) and eventually Silver47 Exploration Corp (AGA:VSE). Summa
Silver actively explored the property in the second half of 2020, drilling
roughly 14,000 meters in 29 drill holes. Additionally
more work was performed on the Belmont tailings portion of the project aided by
Lithium Corporation personnel, who have been actively promoting and advancing
this aspect of the Tonopah holdings since acquisition. In 2021 Summa Silver
accelerated the earn-in provisions of the option agreement and was transferred
a 100% interest in the property. Summa, LLC still retains a 1% (LTUM’s share
0.25%) Net Smelter Royalty on the property.
Summa, LLC still retains a 100% interest subject to a 2% NSR in favor of
Summa Corp. (the successor entity to the Hughes Corporation) in a further five
project areas in the state of Nevada, and Lithium Corporation remains committed
to casually helping them move the projects along so that they may be optioned
eventually.
|
|
|
24 |
British Columbia Properties
Since 2013 Lithium Corporation has been actively exploring and
developing prospects in British Columbia Canada, which, like Nevada is one of
the premier mining jurisdictions in North America if not the world.
BC Sugar Prospect - In June of 2013, we entered into a mining claim sale
agreement on a single claim that exhibited flake graphite mineralization in the
Cherryville area of British Columbia. 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 at its peak to
approximately 19,816 acres (8,020 hectares). Over subsequent years the Company
conducted geochemical, geological, and geophysical surveys on the property, and
trenched it in 2015 and 2018. In October 2015 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, 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. Since that time
the company has let all but what appears to be the
most prospective claims lapse, and currently the company holds one title here
for a total of 101.58 acres (41.11 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.
Yeehaw Prospect - In March of 2017 the company signed a Letter of Intent
whereby the company could earn an interest in three properties prospective for
tantalum-niobium mineralization in British Columbia, concentrating mainly in an
area of one of the most compelling tantalum (Ta) in stream sediment anomalies
as seen in the government RGS database in British Columbia, which was borne out
by sampling done by the vendor in 2014. Lithium Corporation conducted
geochemical, geological and geophysical work in this area and eventually
focused on the Swehaw Creek area of the optioned
claims, where it was believed the tantalum/Rare Earth Element (REE) stream
sediment anomalies were the result of carbonatite or pegmatite type deposits in
the Eocene Coryell batholitic rocks underlying this area. Lithium
Corporation conducted fieldwork on the Yeehaw property during summer 2017, and
a 30-meter-wide structure was discovered that is anomalous for titanium and
Rare Earth Elements. 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’s claim position has expanded
and contracted at times, and currently the company holds two key core claims
here for a total of 209.14 acres (84.64 hectares). The Company is
currently considering work to be done on the property in 2026.
Las Pilas Fluorite/Rare Earth Element Prospect – In 2024 the Company
staked a large block of claims that was prospective for fluorite mineralization
in South-Central BC. During the course of work in 2024 it was determined
that Rare Earth Element (REE) mineralization was loosely coincident locally and
the claim block was adjusted to optimize coverage over areas where REE
mineralization in stream sediments was observed, so that currently the Company
holds approximately 2970 acres (1202 hectares) of fully granted mineral claims
and has submitted application for another 13,020 acres (5,269 hectares) of
mineral rights. The Company is eagerly anticipating the granting of these
new claims and commencing field work on this prospect during field season 2026.
|
|
|
25 |
Antimony Prospect – In late 2024 the Company staked three claim blocks
for a total of 3,285.22 acres (1329.22 hectares) that appeared to be prospect
for hosting Antimony mineralization. Work to date indicates that in all
likelihood the mineralization seen here is the result of contamination from a
nearby processing facility, and no further work is contemplated at this
point. At the same time the Company staked the “Gap” tantalum/niobium
prospect which was a part of the March 2017 agreement mentioned earlier.
Due to unfavorable third-party claim positioning here the Company will not
proceed with any further work here also.
Property Internal Controls
All material properties the company controls are in exploration stage
and the company or its Optionors are not estimating mineral resource or
reserves on the company’s properties at this time. The company is a prospect
generator and conducts early stage exploration level operations. During
prospect generation and regional exploration, the company does not have a
formal internal QA/QC program although we do follow chain of custody (CoC)
procedures and use accredited assay labs for analysis. Chain of Custody procedures
we follow involve the geologist taking the samples oversees the samples
personally until that geologist submits the samples to the appropriate
accredited laboratory for analysis. Laboratory accreditation is typically ISO
certified. ISO certification is a seal of approval from a third party body that
a company runs to one of the international standards developed and published by
the International Organization for Standardization.
Exploration programs on the company’s material properties are conducted
by Optionors. The company does not control the QA/QC procedures instituted by
the Optionors and periodically may receive technical updates from Optionors
that describe the QA/QC procedures although the company does not have input
over the QA/QC procedures used.
Additionally our company continues its generative program
exploring for new deposits of next generation battery or Tech related
materials.
Results of Operations
Three Months Ended September 30, 2025 Compared
to the Three Months Ended September 30, 2024
We had net loss of $93,519 for the three month period ended September
30, 2025, which was $185,589 less than the net loss of $279,108 for the three
month period ended September 30, 2024. The change in our results over the
two periods is primarily the result of an increase in the gain on sale of
mineral property, a decrease in exploration expenditures and a 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 September 30, 2025 and 2024:
|
|
|
Three
Months Ended September
30, 2025 |
|
|
Three
Months Ended September
30, 2024 |
|
|
Change
Between Three
Month Period Ended September
30, 2025 and September 30, 2024 |
|
|||
|
Professional fees |
|
$ |
14,281 |
|
|
$ |
11,347 |
|
|
$ |
2,934 |
|
|
Depreciation |
|
|
1,833 |
|
|
|
1,833 |
|
|
|
- |
|
|
Exploration expenses |
|
|
20,708 |
|
|
|
69.792 |
|
|
|
(49,084 |
) |
|
Consulting fees – related party |
|
|
102,000 |
|
|
|
87,000 |
|
|
|
15,000 |
|
|
Consulting fees |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
- |
|
|
Transfer agent and filing fees |
|
|
5,751 |
|
|
|
5,128 |
|
|
|
623 |
|
|
Travel |
|
|
1,963 |
|
|
|
3,935 |
|
|
|
(1,972 |
) |
|
General and administrative |
|
|
5,026 |
|
|
|
5,253 |
|
|
|
(227 |
) |
|
Other loss (income) |
|
|
(75,043 |
) |
|
|
77,820 |
|
|
|
(152,863 |
) |
|
Net loss (income) |
|
$ |
93,519 |
|
|
$ |
279,108 |
|
|
$ |
(185,589 |
) |
|
|
|
26 |
Nine Months Ended September 30, 2025 Compared
to the Nine Months Ended September 30, 2024
We had net loss of $473,287 for the nine-month period ended September
30, 2025, which was $339,596 less than the net loss of $812,883 for the
nine-month period ended September 30, 2024 The change in our results over the
two periods is primarily the result of a an increase in the gain on sale of
mineral property, a decrease in exploration expenditures and a change in fair
value of marketable securities.
The following table summarizes key items of comparison and their related
increase (decrease) for the nine-month periods ended September 30, 2025 and 2024:
|
|
|
Nine
Months Ended September
30, 2025 |
|
|
Nine
Months Ended September
30, 2024 |
|
|
Change
Between Nine
Month Period Ended September
30, 2025 and September 30, 2024 |
|
|||
|
Professional fees |
|
$ |
56,905 |
|
|
$ |
47,323 |
|
|
$ |
9,582 |
|
|
Depreciation |
|
|
5,499 |
|
|
|
5,499 |
|
|
|
- |
|
|
Exploration expenses |
|
|
32,488 |
|
|
|
174,824 |
|
|
|
(142,336 |
) |
|
Consulting fees – related party |
|
|
292,000 |
|
|
|
231,000 |
|
|
|
61,000 |
|
|
Consulting fees |
|
|
53,000 |
|
|
|
101,392 |
|
|
|
(48,392 |
) |
|
Transfer agent and filing fees |
|
|
16,650 |
|
|
|
16,291 |
|
|
|
359 |
|
|
Travel |
|
|
3,810 |
|
|
|
17,141 |
|
|
|
(13,331 |
) |
|
General and administrative |
|
|
18,091 |
|
|
|
22,972 |
|
|
|
(4,881 |
) |
|
Other loss (income) |
|
|
(5,156 |
) |
|
|
196,441 |
|
|
|
(201,597 |
) |
|
Net loss (income) |
|
$ |
473,287 |
|
|
$ |
812,883 |
|
|
$ |
(339,596 |
) |
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 September 30, 2025
reflects current assets of $2,836,045. We had cash in the amount of
$2,648,380 and working capital in the amount of $2,788,601 as of September 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 September
30, 2025 |
|
|
At December
31, 2024 |
|
||
|
Current assets |
|
$ |
2,836,045 |
|
|
$ |
3,301,075 |
|
|
Current liabilities |
|
|
2,409,434 |
|
|
|
(2,406,676 |
) |
|
Working capital |
|
$ |
426,611 |
|
|
$ |
894,399 |
|
We anticipate generating losses and, therefore, may be unable to
continue operations further in the future.
|
|
|
27 |
Cash Flows
|
|
|
Nine
Months Ended |
|
|||||
|
|
|
September
30, |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
Net cash (used in) operating activities |
|
$ |
(417,478 |
) |
|
$ |
(472,018 |
) |
|
Net cash provided by investing activities |
|
|
- |
|
|
|
- |
|
|
Net cash provided by financing activities |
|
|
- |
|
|
|
- |
|
|
Net increase (decrease) in cash during period |
|
$ |
(417,478 |
) |
|
$ |
(472,018 |
) |
Operating Activities
Net cash used in operating activities during the nine months ended
September 30, 2025 was $417,478, an
decrease of $54,540 from the $472,018 net cash outflow during the nine
months ended September 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 nine months ended
September 30, 2025 was $Nil as compared to $Nil
in cash provided by financing activities during the nine months ended September
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 $58,000 per
month. Due to our current cash position of approximately $2,648,000
as of September 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 to Lincoln Park for $4,101,888.15.
|
|
|
28 |
Future Financings
We anticipate continuing to rely on equity sales of our common stock in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing stockholders. There is no
assurance that we will achieve any additional sales of our equity securities or
arrange for debt or other financing to fund our planned business activities.
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.
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 September 30, 2025
and 2024.
|
|
|
29 |
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 September 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.
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.
|
|
|
30 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to
claims arising out of its operations in the normal course of business. We are
not involved in any pending legal proceeding or litigation
and, to the best of our knowledge, no governmental authority is contemplating
any proceeding to which we area party or to which any of our properties is
subject, which would reasonably be likely to have a material adverse effect on
us, except for the following:
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the
information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No Unregistered sales of Equity Securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
|
|
|
31 |
Item 6. Exhibits
|
Exhibit
Number |
|
Description |
|
(3) |
|
Articles of Incorporation and Bylaws |
|
|
||
|
|
||
|
|
||
|
|
||
|
(4) |
|
Instruments Defining the Rights of Security
Holders, Including Indentures |
|
|
||
|
(10) |
|
Material Contracts |
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
(14) |
|
Code of Ethics |
|
|
||
|
(21) |
|
Subsidiaries of the Registrant |
|
21.1 |
|
Lithium Royalty Corp, a Nevada corporation |
|
(31) |
|
Rule 13a-14 (d)/15d-14d) Certifications |
|
|
||
|
(32) |
|
Section 1350 Certifications |
|
|
||
|
101* |
|
Interactive Data File |
|
101.INS |
|
XBRL Instance Document |
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase
Document |
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase
Document |
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase
Document |
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase
Document |
* Filed herewith.
|
|
|
32 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
|
|
LITHIUM
CORPORATION |
|
|
|
|
(Registrant) |
|
|
|
|
|
|
|
Dated: November 14, 2025 |
|
|
|
|
|
|
Tom Lewis |
|
|
|
|
President, Treasurer, Secretary
and Director |
|
|
|
|
(Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
33 |