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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LITHIUM CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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98-0530295 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1031 Railroad St, Suite 102B., Elko, Nevada 89801
(Address of Principal Executive Offices and Zip Code)
2022 Stock Option Plan
(Full title of the plan)
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, Nevada, 89501
(Name and address of agent for service)
Tom Lewis
1031 Railroad St, Suite 102B., Elko, Nevada, 89801
775-410-5287
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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(Do not check if smaller reporting company) |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
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EXPLANATORY NOTE
We prepared this registration statement in accordance
with the requirements of Form S-8 under the Securities Act of 1933, to register
an aggregate of 12,000,000 shares of our common stock that are issued or
issuable pursuant to stock options granted and to be granted under our 2022
stock option plan. The purpose of our 2022 stock option plan is to furnish
directors, officers, consultants, and employees with an opportunity to invest
in our company in a simple and cost effective manner and to better aligning the
interests of our directors, officers, consultants, and employees with those of
our company and our shareholders through the ownership of common shares of our
company.
Under cover of this registration statement on Form S-8 is
our reoffer prospectus prepared in accordance with Part I of Form S-3 under the
Securities Act of 1933 (in accordance with Section C of the General
Instructions to Form S-8). The reoffer prospectus may be used for reoffers and
resales of up to an aggregate of 3,500,000 "restricted securities"
and/or "control securities" (as such terms are defined in Form S-8)
issued or issuable upon exercise of the stock options granted pursuant to our
2022 stock option plan on a continuous or delayed basis in the future.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
This reoffer prospectus relates to 3,500,000 common
shares underlying options which have been previously issued in consideration of
consulting services provided to the Company.
Item 2. Registrant Information and Employee Plan
Annual Information*
We will provide, without charge, to each person to whom a
copy of the Section 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by
reference in the Section 10(a) prospectus). Requests should be directed
to Tom Lewis, President and Chief Executive Officer, Lithium Corporation, 1031
Railroad St, Suite 102B., Elko, Nevada, 89801. Our telephone number is
(775-410-5287).
* The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to participants in our 2014 stock
option plan as specified by Rule 428(b)(1) under the Securities Act of 1933.
Such documents are not being filed with the Securities and Exchange Commission,
but constitute, along with the documents incorporated by reference into this
registration statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933.
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REOFFER PROSPECTUS
The date of this prospectus is November 19, 2025
LITHIUM CORPORATION
1031 Railroad St, Suite 102B.
Elko, Nevada, 89801
3,500,000 Shares of Common Stock
This reoffer prospectus relates to a maximum of 3,500,000
shares of our common stock which may be offered and resold from time to time by
the selling security holders identified in this reoffer prospectus. We
anticipate that the selling security holders will offer shares for sale at
prevailing prices on the OTCQB on the date of sale. We will not receive any
part of the proceeds from sales made under this reoffer prospectus, although we
will receive the exercise price at the time of the exercise of any options by
the selling security holders. The selling security holders will bear all sales
commissions and similar expenses. We will, however, pay all of the costs
associated with the filing of this registration statement.
The selling security holders and any brokers selling
orders on their behalf may be deemed to be “underwriters” within the meaning of
the Securities Act of 1933, as amended, in which event commissions received by
such brokers may be deemed to be underwriting commissions under the Securities
Act of 1933.
Our shares of common stock are quoted on the OTCQB under
the trading symbol “LTUM”. On November 18, 2025, the last reported closing
price for our common stock was $0.11 on the OTCQB.
Our principal executive offices are located at Lithium
Corporation, 1031 Railroad St, Suite 102B., Elko, Nevada, 89801. Our
telephone number is 775-410-5287.
The shares of common stock offered pursuant to this
registration statement involve a high degree of risk. For more information,
please see the section of this Reoffer Prospectus titled “Risk Factors”
beginning on page 8.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE.
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The following summary is qualified in its entirety by the
more detailed information appearing elsewhere in this reoffer prospectus.
Consequently, this summary does not contain all of the information that you
should consider before investing in our common stock. You should carefully read
the entire reoffer prospectus, including the “Risk Factors” section appearing
at page 8, and the documents and information incorporated by reference into
this reoffer prospectus.
This reoffer prospectus relates to a maximum of 3,500,000
shares of our common stock which may be offered and resold from time to time by
the selling security holders identified in this reoffer prospectus. It is
anticipated that the selling security holders will offer shares for sale at
prevailing prices on the OTCQB on the date of sale. We will not receive any
proceeds from the sales of common stock by the selling security holders under
this reoffer prospectus, although we will receive the exercise price at the
time of the exercise of any options by the selling security holders. The
selling security holders will pay for the cost of all sales commissions and
similar expenses. We will pay for all of the costs associated with the filing
of this registration statement.
A Brief History of our Company
Corporate History
We were incorporated under the laws of the State of
Nevada on January 30, 2007 under the name “Utalk Communications Inc.”. On
September 30, 2009, we changed our name from “Utalk Communications, Inc.” to “Lithium
Corporation”, by way of a merger with our wholly owned subsidiary Lithium
Corporation, which was formed solely for the change of name. The name change
and forward stock split became effective with the Over-the-Counter Bulletin
Board at the opening for trading on October 1, 2009 under the stock symbol “LTUM”.
Our CUSIP number is 536804 107.
In June 2009 we optioned the Fish Lake Valley property in
Esmeralda County Nevada, and ultimately earned a 100% interest in the property
through a combination of exploration expenditures and share issuances.
Lithium Corporation performed geophysical, geochemical and drilling work in the
area into early 2016 at which time we entered into an agreement with the
forerunner of American Lithium Corporation (TSX-V:Li) who could have earned an
initial 80% interest in the property by incurring exploration expenses, making
cash and share payments over a period of three years. American Lithium
relinquished all interest in the property/option agreement in April 2019.
In April 2021 the Company entered into a Letter of Intent with Altura Mining
Limited whereby Altura (now Morella Corporation ASX:1MC, OTC-QB: ALTAF) may
earn a 60% interest in the property by incurring exploration expenses, and
making staged cash and share payments to Lithium Corporation over the next four
years.
Since 2009 the Company has been actively engaged in
project generation, conducting initial exploration studies, and if warranted
staking and further exploring a number of exploration stage properties.
The most notable of these have been the San Emidio lithium-in-brine property,
and the North Big Smoky Lithium-in-brine property (currently under option to
Morella Corporation, a related company) both of which are in Nevada. The
Company has also from time to time entered into option agreements with third
parties on smaller properties and enlarged the area of these while conducting
preliminary exploration studies. The most notable of these are the BC
Sugar flake graphite prospect, and the Yeehaw Titanium/Rare Earth Element
prospect, both of which are situated in British Columbia. The Company
maintains small or modest claim positions in what we consider to be the hearts
of all these potentially prospective areas.
Effective April 23, 2014, we entered
into an operating agreement with All American Resources,
L.L.C. and TY & Sons Investments Inc. with respect to Summa, LLC, wherein
we hold 25%, and are active “Managing Members” of Summa, LLC. Summa
maintains a 100% interest in several fee title mining properties throughout
Nevada, all of which came from the 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 geological expertise to Summa, LLC. In recognition, Summa transferred
five urban lots in Tonopah in 2020, and since Jan 2021 have paid cash of
$167,500 to the company. The flagship of the portfolio, the Tonopah
mining property was optioned in early 2020, and the Optionee has earned a 100%
interest in the property. Summa still retains a 1% (LTUM’s net share
0.25%) Net Smelter Royalty on the property.
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Our Current Business
We are an exploration stage mining company engaged in the
identification, acquisition, and exploration of metals and minerals with a
focus on lithium mineralization on properties located in Nevada, and graphite
and other “critical” metals properties in British Columbia.
Our current operational focus is to conduct generative
exploration activities in Nevada, and in British Columbia, developing
early-stage projects with an eye to joint venturing them, or attracting capital
to further explore and possibly develop these properties if results warrant.
To that end in 2024 we staked an 11,067.90-acre (4,479.04 hectare) group of
claims in British Columbia which are prospective for Fluorspar mineralization
and conducted a first pass geochemical survey there. The Company is
currently reviewing the results from the work done here to date and determining
how best to optimize our claim position here, and whether to conduct follow-up
work during the field season of 2025.
In December of 2024 the Company staked 3,285.27 acres
(1329.51 hectares) of claims in three discrete locales in Southern British
Columbia that may be prospective for hosting Antimony mineralization. The
company intends to do initial geological and geochemical investigations in
these areas in 2025.
Additionally, the Company staked a 201.34-acre (81.48
hectare) claim covering the geochemically anomalous area discovered at the
Three Valley Gap carbonatite hosted Tantalum-Niobium prospect, that was
originally part of the 2017 Bormal option, and which had recently come open for
the relocation of claims. The Company is currently reviewing data from
past exploration here, researching latest developments on similar nearby
properties, and determining what work might be warranted being undertaken here
in 2025.
Also in 2024, seperate from the Company’s mineral
exploration activities, the Company evaluated a number of solar power
generation and/or energy storage scenarios focusing on opportunities in the
Pacific Northwest. It is felt that solar PV generation could potentially
be a viable path to cash generation with only a modest capital outlay.
In March of 2022 we staked a block of claims in North Big
Smoky Valley covering approximately 3400 acres which roughly corresponds to the
lands previously held by Lithium Corporation’s former subsidiary Lithium
Royalty Corp. in 2016/2017. On May 13, 2022 we signed a Letter of Intent (LOI)
with Morella Corporation (a related party) whereby Morella can earn a 60%
interest in the property by paying $65,000 US (done) to the Company on the
signing of the LOI, and issuing $100,000 worth of Morella shares at the time of
signing the formal agreement, and issuing $100,000 worth of shares at each
anniversary of the signing of the formal agreement over the next four years.
Additionally, Morella must incur exploration expenditures of $100,000,
$200,000, $300,000 and $400,000 in years one through four of the option
agreement. Should they fulfill these obligations they will have earned an
undivided 60% interest in the property and may purchase a further 20% interest
within 1 year for $750,000 and purchase the remaining 20% interest within the
following year for $750,000. Should Morella buy Lithium Corporation’s undivided
working interest in the property, the Company will revert to a 2.5 % Net
Smelter Royalty interest, ½ of which would be purchasable by Morella for
$1,000,000. Since Optioning the property Morella has conducted Controlled
Source Audio-Magnetotelluric geophysical and sediment geochemical surveys,
staked more claims adjacent to the original option claim block as well as
staking a non-contiguous area to the north and west of the earlier claims here.
Most recently Morella has concluded a four-hole drilling program, testing for
both lithium-in-brine and clay mineralization, where anomalous lithium-in-clay
mineralization was discovered, but no lithium-in-brine mineralization was
encountered. Morella is currently up to date with respect to all option
obligations here.
On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals
whereby Surge could have earned an 80% interest in the Company’s San Emidio
lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000
and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to
make payments of $620,000 in cash and stock over 5 years while incurring
expenditures on the property of $1,000,000 over that period. Upon fulfillment
of the aforementioned commitments Surge would have been deemed to have earned their
undivided 80% interest and could have formed a joint venture with the Company.
Surge Battery Metals completed some geochemical work on the prospect block and
gave Lithium Corporation formal notice in Summer 2022 that they were
relinquishing all interest in the property. In Fall 2022 the Company
completed a Controlled Source Audio-Magnetotelluric (CSAMT) survey here and is
currently considering next steps with respect to exploring and developing this
property.
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On April 29, 2021 we signed a Letter Of Intent (LOI) with
Altura Mining Limited (now Morella Corporation after a name change) an
Australian Lithium explorer and developer and related party, whereby Morella
can earn a 60% interest in the Fish Lake Valley lithium-in-brine property in
Esmeralda County, Nevada by paying the Company $675,000, issuing the equivalent
of $500,000 worth of Morella common stock (1MC:ASX, Altaf:OTC-QB), and
expending $2,000,000 on exploration work over the next four years. In
recent years Morella has completed two phases of passive seismic and
magnetotelluric (MT) surveys and have received permits for drilling on both the
south and northern blocks. Preparatory work for drilling was done during the
summer of 2023, and drilling commenced on an exploratory borehole in early
October 2023, to the northeast of the playa, proximal to but away from the area
of known mineralization. Only moderate mineralization was encountered in
the 2023 drillhole in both clays and brines. To date Morella is current
with all exploration and share payment obligations under the 2021 agreement,
however the anniversary cash payment of $150,000 is currently due and owing as
both companies are in discussions trying to determine if there might be a way
to optimize our respective holdings or interests in the two prospects that
Morella is currently earning-in on.
Competition
The mining industry is intensely competitive. We compete
with numerous individuals and companies, including many major mining companies,
which have substantially greater technical, financial and operational resources
and staffs. Accordingly, there is a high degree of competition for access to
funds. There are other competitors that have operations in the area and the
presence of these competitors could adversely affect our ability to compete for
financing and obtain the service providers, staff or equipment necessary for
the exploration and exploitation of our properties.
Compliance with Government Regulation
Mining operations and exploration activities are subject
to various national, state, provincial and local laws and regulations in United
States and Canada, as well as other jurisdictions, which govern prospecting,
development, mining, production, exports, taxes, labor standards, occupational
health, waste disposal, protection of the environment, mine safety, hazardous
substances and other matters.
We believe that we are and will continue to be in
compliance in all material respects with applicable statutes and the
regulations passed in the United States and Canada. There are no current orders
or directions relating to our company with respect to the foregoing laws and
regulations.
Research and Development
We have not incurred any research and development
expenditures over the last two fiscal years.
Intellectual Property
We do not currently have any intellectual property, other
than our domain name and website, www.lithiumcorporation.com.
Employees
We have no employees. Our officers and directors provide
their services to our company as independent consultants.
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FORWARD-LOOKING STATEMENTS
This Registration Statement contains forward-looking
statements. Forward-looking statements are statements which relate to future
events or our future performance, including 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“, or “potential“ or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks enumerated
in this section entitled “Risk Factors“, that may cause our company’s 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.
While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our
current judgment regarding the direction of our business, actual results will
almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested in this
Registration Statement. 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.
As used in this prospectus, the terms “we“, “us“, “our“,
and “Lithium” mean Lithium Corporation, a Nevada corporation, unless otherwise
indicated.
GENERAL STATEMENT ABOUT RISKS
An investment in our common stock involves a number of
very significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this prospectus in evaluating
our company and our business before purchasing shares of our company’s common
stock. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks. The risks described below
are not the only ones facing our company. Additional risks not presently known
to us may also impair our business operations. You could lose all or part of
your investment due to any of these risks.
Risks Associated With Mining
All of our properties are in the exploration stage. There
is no assurance that we can establish the existence of any mineral resource on
any of our properties in commercially exploitable quantities. Until we can do
so, we cannot earn any revenues from operations and if we do not do so we will
lose all of the funds that we expend on exploration. If we do not discover any
mineral resource in a commercially exploitable quantity, our business could
fail.
Despite exploration work on our mineral properties, we
have not established that any of them contain any mineral reserve, nor can
there be any assurance that we will be able to do so. If we do not, our
business could fail.
A mineral reserve is defined by the Securities and
Exchange Commission in its Industry Guide 7 (which can be viewed over the
Internet at http://www.sec.gov/about/forms/industryguides.pdf) as that part of
a mineral deposit which could be economically and legally extracted or produced
at the time of the reserve determination. The probability of an individual
prospect ever having a “reserve” that meets the requirements of the Securities
and Exchange Commission’s Industry Guide 7 is extremely remote; in all
probability our mineral resource property does not contain any “reserve” and
any funds that we spend on exploration will probably be lost.
Even if we do eventually discover a mineral reserve on
one or more of our properties, there can be no assurance that we will be able
to develop our properties into producing mines and extract those resources.
Both mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.
The commercial viability of an established mineral
deposit will depend on a number of factors including, by way of example, the
size, grade and other attributes of the mineral deposit, the proximity of the
resource to infrastructure such as a smelter, roads and a point for shipping,
government regulation and market prices. Most of these factors will be beyond
our control, and any of them could increase costs and make extraction of any
identified mineral resource unprofitable.
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Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral
resource that we might discover on our properties, our business may fail.
Both mineral exploration and extraction require permits
from various foreign, federal, state, provincial and local governmental
authorities and are governed by laws and regulations, including those with
respect to prospecting, mine development, mineral production, transport,
export, taxation, labor standards, occupational health, waste disposal, toxic
substances, land use, environmental protection, mine safety and other matters.
There can be no assurance that we will be able to obtain or maintain any of the
permits required for the continued exploration of our mineral properties or for
the construction and operation of a mine on our properties at economically
viable costs. If we cannot accomplish these objectives, our business could
fail.
We believe that we are in compliance with all material
laws and regulations that currently apply to our activities but there can be no
assurance that we can continue to remain in compliance. Current laws and
regulations could be amended and we might not be able to comply with them, as
amended. Further, there can be no assurance that we will be able to obtain or
maintain all permits necessary for our future operations, or that we will be
able to obtain them on reasonable terms. To the extent such approvals are
required and are not obtained, we may be delayed or prohibited from proceeding
with planned exploration or development of our mineral properties.
If we establish the existence of a mineral resource on
any of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If
we cannot raise this additional capital, we will not be able to exploit the
resource, and our business could fail.
If we do discover mineral resources in commercially
exploitable quantities on any of our properties, we will be required to expend
substantial sums of money to establish the extent of the resource, develop
processes to extract it and develop extraction and processing facilities and
infrastructure. Although we may derive substantial benefits from the discovery
of a major deposit, there can be no assurance that such a resource will be
large enough to justify commercial operations, nor can there be any assurance
that we will be able to raise the funds required for development on a timely
basis. If we cannot raise the necessary capital or complete the necessary
facilities and infrastructure, our business may fail.
Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.
Mineral exploration, development and production involves
many risks which even a combination of experience, knowledge and careful
evaluation may not be able to overcome. Our operations will be subject to all
the hazards and risks inherent in the exploration for mineral resources and, if
we discover a mineral resource in commercially exploitable quantity, our
operations could be subject to all of the hazards and risks inherent in the
development and production of resources, including liability for pollution,
cave-ins or similar hazards against which we cannot insure or against which we
may elect not to insure. Any such event could result in work stoppages and
damage to property, including damage to the environment. We do not currently
maintain any insurance coverage against these operating hazards. The payment of
any liabilities that arise from any such occurrence would have a material
adverse impact on our company.
Mineral prices are subject to dramatic and unpredictable
fluctuations.
We expect to derive revenues, if any, either from the
sale of our mineral resource properties or from the extraction and sale of
lithium and/or associated byproducts. The price of those commodities has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.
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The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims.
If we cannot continue to acquire properties to explore for mineral resources,
we may be required to reduce or cease operations.
The mineral exploration, development, and production
industry is largely un-integrated. We compete with other exploration companies
looking for mineral resource properties. While we compete with other
exploration companies in the effort to locate and acquire mineral resource
properties, we will not compete with them for the removal or sales of mineral
products from our properties if we should eventually discover the presence of
them in quantities sufficient to make production economically feasible. Readily
available markets exist worldwide for the sale of mineral products. Therefore,
we will likely be able to sell any mineral products that we identify and
produce.
In identifying and acquiring mineral resource properties,
we compete with many companies possessing greater financial resources and
technical facilities. This competition could adversely affect our ability to
acquire suitable prospects for exploration in the future. Accordingly, there
can be no assurance that we will acquire any interest in additional mineral
resource properties that might yield reserves or result in commercial mining
operations.
Risks Related To Our Company
The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.
We have not generated any revenue from operations since
our incorporation and we anticipate that we will continue to incur operating
expenses without revenues unless and until we are able to identify a mineral
resource in a commercially exploitable quantity on one or more of our mineral
properties and we build and operate a mine. We had cash in the amount of
$3,065,858 as of December 31, 2024. At December 31, 2024 we had working capital
of $894,399. We incurred a net loss of $964,597 for the year ended
December 31, 2024. We estimate our average monthly operating expenses to be
approximately $45,000, including property costs, management services and
administrative costs. Should the results of our planned exploration require us
to increase our current operating budget, we may have to raise additional funds
to meet our currently budgeted operating requirements for the next 12 months.
As we cannot assure a lender that we will be able to successfully explore and
develop our mineral properties, we will probably find it difficult to raise
debt financing from traditional lending sources. We have traditionally raised
our operating capital from sales of equity securities, but there can be no
assurance that we will continue to be able to do so. If we cannot raise the
money that we need to continue exploration of our mineral properties, we may be
forced to delay, scale back, or eliminate our exploration activities. If any of
these were to occur, there is a substantial risk that our business would fail.
Management has plans to seek additional capital through
private placements of its capital stock. These conditions raise substantial
doubt about our company’s ability to continue as a going concern. Although
there are no assurances that management’s plans will be realized, management
believes that our company will be able to continue operations in the future.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event our company
cannot continue in existence.” We continue to experience net operating losses.
Risks Associated With Our Common Stock
Trading on the OCTQB may be volatile and sporadic, which
could depress the market price of our common stock and make it difficult for
our stockholders to resell their shares.
Our common stock is quoted on the OTCQB electronic
quotation service operated by OTC Markets Group Inc. Trading in stock quoted on
the OTCQB is often thin and characterized by wide fluctuations in trading
prices, due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our
common stock for reasons unrelated to operating performance. Moreover, the
OTCQB is not a stock exchange, and trading of securities on the OTCQB is often
more sporadic than the trading of securities listed on a quotation system like
Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have
difficulty reselling any of the shares.
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- 11 - |
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Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commission’s penny stock regulations
and FINRA’s sales practice requirements, which may limit a stockholder’s
ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange
Commission (“SEC”) has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and “accredited investors”. The term “accredited
investor” refers generally to institutions with assets in excess of $5,000,000
or individuals with a net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of each
penny stock held in the customer’s account. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to
the customer orally or in writing prior to effecting the transaction and must
be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from these rules, the broker-dealer must make
a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the
transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject
to these penny stock rules. Consequently, these penny stock rules may affect
the ability of broker-dealers to trade our securities. We believe that the
penny stock rules discourage investor interest in, and limit the marketability
of, our common stock.
In addition to the “penny stock” rules promulgated by the
SEC, FINRA has adopted rules that require that in recommending an investment to
a customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer’s financial
status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability
that speculative low-priced securities will not be suitable for at least some
customers. FINRA’s requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.
Other Risks
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.
INFORMATION ABOUT THE OFFERING
The selling stockholders identified in this reoffer
prospectus may offer and sell up to 3,500,000 shares of our common stock. The
selling stockholders may sell all or a portion of the shares being offered
pursuant to this reoffer prospectus at fixed prices, at prevailing market
prices at the time of sale, at varying prices or at negotiated prices.
There were 117,892,441 shares of our common stock issued
and outstanding as at November 18, 2025.
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- 12 - |
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We will not receive any of the proceeds from the sale of
the up to 3,500,000 shares of common stock by the selling security holders.
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the shares of
common stock issued to them from time to time at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions.
Because any selling security holders who offer and sell
shares of common stock covered by this reoffer prospectus may do so at various
times, at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions, we have not included
in this reoffer prospectus information about the dilution, if any, to the
public arising out of these sales.
The following table identifies the selling security
holders and indicates (i) the nature of any material relationship that such
selling security holder has had with us for the past three years, (ii) the
number of shares held by the selling security holders, (iii) the amount to be
offered for each selling security holder’s account, and (iv) the number of
shares and percentage of outstanding shares of the shares of common stock in
our capital to be owned by each selling security holder after the sale of the
shares offered by them pursuant to this offering. The selling security holders
are not obligated to sell the shares offered in this reoffer prospectus and may
choose not to sell any of the shares or only a part of the shares that they
receive. Securities and Exchange Commission rules require that we assume that
the selling security holders exercise all of their options and sell all of the
shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person
engaged in a distribution of the shares offered by this reoffer prospectus may
not simultaneously engage in market making activities with respect to our
shares of common stock during the applicable “cooling off” periods prior to the
commencement of such distribution. In addition, and without limiting the
foregoing, the selling security holders will be subject to applicable
provisions of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, which provisions may limit the timing of purchases and sales of the
shares by the selling security holders.
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- 13 - |
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Number of
Shares |
|
|
Number of
Shares |
|
|
Shares |
|
|
Percentage of
Shares Beneficially Owned(3) |
|
||||||||
|
Selling Security Holder |
|
|
Beneficially
Owned(1) |
|
|
Subject to
Options(2) |
|
|
Being
Registered |
|
|
Before
Offering(4) |
|
|
After
Offering(5) |
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|
Martin Bajic |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
250,000 |
|
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* |
|
|
Nil |
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||
|
Tiffany Baxter |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
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|
James Brown |
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
500,000 |
|
|
* |
|
|
Nil |
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||
|
Jim Chapman |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
250,000 |
|
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* |
|
|
Nil |
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||
|
Ron Dennett |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
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||
|
Geoff Goodall |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Brian Goss |
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
500,000 |
|
|
* |
|
|
Nil |
|
||
|
Jim Lewis |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Michael Lewis |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Tom Lewis |
|
|
|
5,500,000 |
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
4.6 |
|
|
|
4.2 |
|
|
Bill Macdonald |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
* |
|
|
Nil |
|
||
|
Joan McCorquodale |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Galen McNamara |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Tom Menning |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Deb Nelson |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
* |
|
|
Nil |
|
||
|
Jock Slater |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
Henry Tonking |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
* |
|
|
Nil |
|
||
|
* |
Less than 1% |
|
(1) |
Represents shares of our common stock beneficially owned by the named
selling stockholder. This figure includes shares underlying the options held
by the named selling stockholder that may be exercisable as of, or within 60
days after the date of, this reoffer prospectus, but does not include any
shares underlying those options that cannot be exercised within that period. |
|
(2) |
Represents shares of our common stock underlying options granted to the
named selling stockholder, whether or not exercisable as of, or within 60
days of, the date of this reoffer prospectus. |
|
(3) |
Based on 117,892,441 shares of our common stock outstanding as of
November 18, 2025. |
|
(4) |
Represents shares of our common stock held by the named selling
stockholder and shares of our common stock underlying options granted to the
named selling stockholder that may be exercisable as of, or within 60 days
of, the date of this reoffer prospectus. |
|
(5) |
Represents shares of our common stock held by the selling stockholder
assuming all of the shares underlying the options granted to the named
selling stockholder are sold. |
The information provided in the table above with respect
to the selling security holders has been obtained from each of the selling
security holders. Because the selling security holders may sell all or some
portion of the shares of common stock beneficially owned by them, only an estimate
(assuming the selling security holders sell all of the shares offered hereby)
can be given as to the number of shares of common stock that will be
beneficially owned by each selling security holder after this offering. In
addition, the selling security holders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or from
time to time since the date on which he provided the information regarding the
shares of common stock beneficially owned by them, all or a portion of the
shares of common stock beneficially owned by them in transactions exempt from
the registration requirements of the Securities Act of 1933.
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- 14 - |
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The selling security holders may, from time to time, sell
all or a portion of their shares of our common stock on any market upon which
the common stock may be quoted (currently the OTCQB), in privately negotiated
transactions or otherwise. Such sales may be at fixed prices prevailing at the
time of sale, at prices related to the market prices or at negotiated prices.
The shares of common stock being offered by this reoffer prospectus may be sold
by the selling security holders by one or more of the following methods,
without limitation:
|
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(a) |
block trades in which the broker or dealer so engaged
will attempt to sell the shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the transaction; |
|
|
(b) |
purchases by broker or dealer as principal and resale
by the broker or dealer for its account pursuant to this reoffer prospectus; |
|
|
(c) |
an exchange distribution in accordance with the rules
of the applicable exchange; |
|
|
(d) |
ordinary brokerage transactions and transactions in
which the broker solicits purchasers; |
|
|
(e) |
privately negotiated transactions; |
|
|
(f) |
market sales (both long and short to the extent
permitted under the federal securities laws); |
|
|
(g) |
at the market to or through market makers or into an
existing market for the shares; |
|
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(h) |
through transactions in options, swaps or other
derivatives (whether exchange listed or otherwise); and |
|
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(i) |
a combination of any of the aforementioned methods of
sale. |
In effecting sales, brokers and dealers engaged by the
selling security holders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from a
selling security holder or, if any of the broker-dealers act as an agent for
the purchaser of such shares, from the purchaser in amounts to be negotiated
which are not expected to exceed those customary in the types of transactions
involved. Broker-dealers may agree with a selling security holder to sell a specified
number of the shares of common stock at a stipulated price per share. Such an
agreement may also require the broker-dealer to purchase as principal any
unsold shares of common stock at the price required to fulfill the
broker-dealer commitment to the selling security holders if such broker-dealer
is unable to sell the shares on behalf of the selling security holder.
Broker-dealers who acquire shares of common stock as principal may thereafter
resell the shares of common stock from time to time in transactions which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above. Such sales by a
broker-dealer could be at prices and on terms then prevailing at the time of
sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such resales, the broker-dealer may pay to or
receive from the purchasers of the shares commissions as described above.
The selling security holders and any broker-dealers or
agents that participate with the selling security holders in the sale of the
shares of common stock may be deemed to be “underwriters” within the meaning of
the Securities Act of 1933 in connection with these sales. In that event, any
commissions received by the broker-dealers or agents and any profit on the
resale of the shares of common stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933.
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- 15 - |
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From time to time, the selling security holders may
pledge their shares of common stock pursuant to the margin provisions of their
customer agreements with their respective brokers. Upon a default by a selling
security holder, the broker may offer and sell the pledged shares of common
stock from time to time. Upon a sale of the shares of common stock, the selling
security holder intends to comply with the prospectus delivery requirements
under the Securities Act of 1933 by delivering a prospectus to each purchaser
in the transaction. We intend to file any amendments or other necessary
documents in compliance with the Securities Act of 1933 which may be required
in the event the selling security holder defaults under any customer agreement
with brokers.
To the extent required under the Securities Act of 1933,
a post-effective amendment to this Registration Statement will be filed,
disclosing the name of any broker-dealers, the number of shares of common stock
involved, the price at which the common stock is to be sold, the commission
paid or discounts or concessions allowed to such broker-dealers, where
applicable.
We and the selling security holders will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations under it, including, without limitation, Rule 10b-5 and, insofar as
the selling security holders are a distribution participant and we, under
certain circumstances, may be a distribution participant, under Regulation M.
All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but
not limited to, legal, accounting, printing and mailing fees are and will be
borne by us. Any commissions, discounts or other fees payable to brokers or
dealers in connection with any sale of the shares of common stock will be borne
by the selling security holder, the purchasers participating in such
transaction, or both.
Any shares of common stock covered by this reoffer
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
of 1933 may be sold under Rule 144 rather than pursuant to this reoffer
prospectus.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements for the years ended December 31,
2024 and December 31, 2023 incorporated by reference in this re-offer
prospectus have been audited by M&K CPAS PLLC, to the extent and for the
period set forth in their report, incorporated herein by reference, and is
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
The validity of the common shares offered by this reoffer
prospectus will be passed upon for us and the selling stockholders by Bryan R.
Clark, PC.
There have been no material changes to the affairs of our
company since the filing of our Form 10-K on April 2, 2025, which have not
previously been described in a report on Form 8-K.
INCORPORATION OF DOCUMENTS BY REFERENCE
See Part II, Item 3 on page 17 hereof for a list of
documents filed by our company with the United States Securities and Exchange
Commission, which are incorporated herein by this reference.
You should only rely on the information incorporated by
reference or provided in this reoffer prospectus or any supplement. We have not
authorized anyone else to provide you with different information. The common
stock is not being offered in any state where the offer is not permitted. You
should not assume that the information in this reoffer prospectus or any
supplement is accurate as of any date other than the date on the front of this
reoffer prospectus.
We file Form 8-K reports and other information with the
Securities and Exchange Commission as is required by the Securities Exchange
Act of 1934. You may read and copy any reports, statements or other information
we have filed at the Securities and Exchange Commission’s Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and
Exchange Commission at 1-800-732-0330 or 202-551-8090 for further information
on the Public Reference Rooms. Our filings are also available on the Internet
at the Securities and Exchange Commission’s website at http:\\www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling our business pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
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- 16 - |
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to “incorporate by reference”
information into this registration statement, which means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this registration statement, except for any information superseded
by information in this registration statement.
The following documents filed by our company with the
United States Securities and Exchange Commission (the “SEC”) are
incorporated herein by reference:
|
1. |
The description of our company’s common stock contained
in our registration statement on Form SB-2 (SEC file number 333-148266),
filed with the Securities and Exchange Commission on December 21, 2007,
including all amendments and reports for the purpose of updating such
description; and |
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2. |
Our latest Annual Report on Form 10-K filed on April 2, 2025. |
|
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|
3. |
Our Quarterly Report on Form 10-Q for the interim
period ended March 31, 2025 filed on May 15, 2025. |
|
|
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|
4. |
Our Quarterly Report on Form 10-Q for the interim
period ended June 30, 2025 filed on August 14, 2025. |
|
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|
5. |
Our Quarterly Report on Form 10-Q for the interim
period ended September 30, 2025 filed on November
14, 2025. |
In addition to the foregoing, all documents that we
subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment indicating that all of the securities offered pursuant to this
registration statement have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained in this registration statement or in any subsequently filed document
that is also incorporated by reference in this registration statement modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
You may read and copy any reports, statements or other
information we have filed at the SEC’s Public Reference Room at 100 F Street
North East, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC’s website at http://www.sec.gov.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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- 17 - |
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Item 6. Indemnification of Directors and Officers.
Nevada corporation law provides that:
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• |
a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; |
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|
• |
a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper;
and |
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• |
to the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses, including
attorneys’ fees, actually and reasonably incurred by him in connection with
the defense. |
We may make any discretionary indemnification only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
|
• |
by our board of directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding; |
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|
• |
if such a quorum is not obtainable, by a majority vote of the directors
who were not parties to such action, suit or proceeding; |
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|
• |
by independent legal counsel (selected by one or more of our directors,
whether or not a quorum and whether or not disinterested) in a written
opinion; or |
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|
• |
by our shareholders. |
Item 7. Exemption from Registration Claimed.
Not Applicable.
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- 18 - |
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Item 8. Exhibits.
|
Exhibit Number |
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Description |
|
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2022 Stock Plan (incorporated by
reference to our Form 8-K filed on May 17, 2022 as Exhibit 10.1). |
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*Filed Herewith
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- 19 - |
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richland, Washington, on November 20,
2025.
LITHIUM CORPORATION
By: Tom Lewis
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person who
signature appears below constitutes and appoints Tom Lewis as his
true and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or of their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in
the capacities and on the dates stated.
Signatures
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By: Brian Goss Director November 20, 2025 |
By: James Brown Director November 20, 2025 |
By: Tom Lewis
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
November 20, 2025
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EXHIBIT 5.1
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BRYAN R. CLARK, PC |
6910 S
CIMARRON RD STE 240 · LAS VEGAS NV 89113 |
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PHONE: 702.527.5277
· EMAIL: bclark@clarklg.com |
November 20, 2025
Lithium Corporation
1031 Railroad St, Suite 102B Elko, Nevada 89801
Re: Registration Statement on Form S-8 Ladies and
Gentlemen:
We have acted as counsel to Lithium Corporation, a Nevada
corporation (the “Company”), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the “Registration
Statement”) with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Act”), relating to the
registration of 12,000,000 shares of the Company’s common stock, par value
$0.001 per share (the “Shares”), issuable pursuant to the Company’s
2022 Stock Option Plan (the “Plan”), including 8,500,000 Shares
underlying unissued stock options, and the reoffer of 3,500,000 Shares issuable
pursuant to the exercise of previously issued stock options being registered
pursuant to Instruction C of Form S-8, in accordance with the requirements of
Part I of Form S-3.
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of:
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1. |
The Articles of Incorporation and Bylaws of the
Company, as amended and in effect on the date hereof; |
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2. |
The Plan; |
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3. |
The Registration Statement; |
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4. |
Resolutions adopted by the Board of Directors of the
Company on May 16, 2022, and January 24, 2023; |
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5. |
The Officer’s Certificate dated November 20, 2025; and |
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6. |
Such other documents, corporate records, and
certificates of public officials as we have deemed necessary or appropriate
for the purposes of this opinion. |
In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, and subject to
the assumptions, qualifications, and limitations set forth herein, we are of
the opinion that:
When the Shares are issued and delivered in accordance
with the terms of the Plan and the applicable stock option agreements, and upon
receipt by the Company of the consideration therefor, the Shares will be
validly issued, fully paid, and non-assessable under the laws of the State of
Nevada.
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Lithium Corporation
November 20, 2025
page 2
We express no opinion as to the laws of any jurisdiction
other than the corporate laws of the State of Nevada.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to the reference to our firm in
the Registration Statement and the related prospectus. In giving such consent,
we do not admit that we are “experts” within the meaning of Section 11 of the
Act or that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
Bryan R. Clark, PC
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EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration
Statement on Form S-8 of our report dated March 31, 2025, of Lithium
Corporation relating to the audits of the financial statements as of and for
the years ended December 31, 2024 and 2023 and the reference to our firm under
the caption “Experts” in the Registration Statement.
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/s/ M&K CPAS, PLLC |
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www.mkacpas.com |
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The Woodlands, Texas |
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November 18, 2025
EXHIBIT 107
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered (1) |
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Amount to be registered
(2) |
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Proposed maximum offering
price per share |
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Proposed maximum aggregate offering
price |
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Amount of registration
fee(4) |
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Common shares, par
value $0.001, subject to outstanding options |
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3,500,000 shares |
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$ |
0.04 |
(3) |
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$ |
140,000 |
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$ |
19.33 |
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Common shares, par
value $0.001 subject to unissued options |
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8,500,000 share |
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$ |
0.11688 |
(5) |
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$ |
993,480 |
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$ |
137.20 |
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Total |
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12,000,000 shares |
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$ |
0.15688 |
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$ |
1,133,480 |
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$ |
156.53 |
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(1) |
Common shares, par value $0.001, of Lithium Corp. (the "Registrant")
pursuant to the Registrant's 2022 Stock Option Plan (the "Plan"). |
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(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement also
covers an indeterminate number of additional common shares that may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions as provided in the Plan. |
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(3) |
Based on the exercise price of $0.04 per option granted under the Plan
outstanding as of November 18, 2025. |
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(4) |
Calculated pursuant to Rule 457(a) based on the Amount of Securities to
be Registered multiplied by the Proposed Maximum Offering Price per common
share. |
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(5) |
The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee. Our estimate is based on the average of the high and low
prices for our common stock as reported on the OTC Markets on November 18,
2025. |