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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition
period from [ ] to [ ]
Commission file
number 000-54332
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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.) |
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1031 Railroad St, Suite 102B., Elko, Nevada |
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89801 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (775) 410-5287
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange On Which Registered |
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N/A |
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N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the last 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes ☐ No ☒
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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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) |
Emerging growth company |
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of Common Stock held by
non-affiliates of the Registrant on June 30, 2025, the last business day of the
registrant’s most recently completed second fiscal quarter, was $4,800,442
based on a $0.0466 average bid and asked price of such common equity.
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock as of the latest practicable date.
117,892,441 common shares as of March 31, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART I
This annual report contains forward-looking statements.
These statements relate to future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology such
as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential” or “continue” or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.
In this annual report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to “common
shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise
indicated, the terms “we”, “us” and “our” mean Lithium Corporation, unless
otherwise indicated.
General Overview
We were incorporated under the laws of the State of
Nevada on January 30, 2007 under the name “Utalk Communications Inc.”. At
inception, we were a development stage corporation engaged in the business of
developing and marketing a call-back service using a call-back platform. On
August 31, 2009, we entered into a letter of intent with Nevada Lithium
regarding a business combination which may be effected in one of several
different ways, including an asset acquisition, merger of our company and
Nevada Lithium, or a share exchange whereby we would purchase the shares of
Nevada Lithium from its shareholders in exchange for restricted shares of our
common stock. On September 30, 2009, we changed our name from “Utalk
Communications, Inc.” to “Lithium Corporation”, by way of a merger with our
wholly owned subsidiary Lithium Corporation, which was formed solely for the
change of name. The name change and forward stock split became effective with
the Over-the-Counter Bulletin Board at the opening for trading on October 1,
2009 under the stock symbol “LTUM”. Our CUSIP number is 536804 107.
In June 2009 we optioned the Fish Lake Valley property in
Esmeralda County Nevada, and ultimately earned a 100% interest in the property
through a combination of exploration expenditures and share issuances. Lithium
Corporation performed geophysical, geochemical and drilling work in the area
into early 2016 at which time we entered into an agreement with the forerunner
of American Lithium Corporation (TSX-V:Li) who could have earned an initial 80%
interest in the property by incurring exploration expenses, making cash and
share payments over a period of three years. American Lithium relinquished all
interest in the property/option agreement in April 2019. In April 2021 the
Company entered into a Letter of Intent with Altura Mining Limited whereby
Altura (now Morella Corporation ASX:1MC, OTC-QB: ALTAF) could have earned a 60%
interest in the property by incurring exploration expenses, and making staged
cash and share payments to Lithium Corporation over the next four years.
Morella Corporation is a related company as it is the single largest
shareholder in Lithium Corporation with over 8% of the Company’s common shares,
having acquired an interest through a non-brokered private placement in our
Company in 2012. In a letter agreement dated September 5th 2025 this agreement was amended, and a 100% interest
(subject to a 3.5% Net Smelter Royalty reserved to the Company) is being
transferred in the peripheral claims, while Lithium Corporation will maintain
its 100% interest in the central block of claims.
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Since 2009 the Company has been actively engaged in
project generation, conducting initial exploration studies, and if warranted
staking and further exploring a number of exploration stage properties. The
most notable of these have been the San Emidio lithium-in-brine property, and
the North Big Smoky Lithium-in-brine property (currently under option to
Morella Corporation, a related company) both of which are in Nevada. The
Company has also from time to time entered into option agreements with third parties
on smaller properties and enlarged the area of these while conducting
preliminary exploration studies. The most notable of these are the BC Sugar
flake graphite prospect, and the Yeehaw Titanium/Rare Earth Element prospect,
both of which are situated in British Columbia. The Company maintains small or
modest claim positions in what we consider to be the hearts of all these
potentially prospective areas.
Effective April 23, 2014, we entered into an operating
agreement with All American Resources, L.L.C. and TY & Sons Investments
Inc. with respect to Summa, LLC, a Nevada limited liability company
incorporated on December 12, 2013, wherein we hold 25%, and are active “Managing
Members”. Summa maintains a 100% interest in several fee title mining
properties throughout Nevada, all of which sprang out of Howard Hughes’s Hughes
Tool Company. Our company's initial capital contribution to Summa, LLC was
$125,000, of which $100,000 was in cash and the balance in services. To date we
have contributed an additional $31,700 in cash, and also over the years an
indeterminate amount of casual geological expertise to Summa, LLC. In
recognition, Summa transferred five urban lots in Tonopah of indeterminate
value in 2020, and since Jan 2021 have issued checks to the company for
$167,500. The flagship of the portfolio, the Tonopah mining property was
optioned in early 2020, and the Optionee has earned a 100% interest in the
property. Summa still retains a 1% (LTUM’s net share 0.25%) Net Smelter Royalty
on the property.
Our Current Business
We are an exploration stage mining company engaged in the
identification, acquisition, and exploration of metals and minerals with a
focus on lithium mineralization on properties located in Nevada, and graphite
and other “critical” metals properties in British Columbia.
Our current operational focus is to conduct generative
exploration activities in Nevada, and in British Columbia, developing
early-stage projects with an eye to joint venturing them, or attracting capital
to further explore and possibly develop these properties if results warrant. To
that end in 2024 we staked an approximately 11,068-acre (4,479 hectare) group
of claims in British Columbia which are prospective for Fluorspar
mineralization. The bulk of these claims were allowed to lapse in 2025 but certain
areas were found to be prospective for Rare Earth Elements, so some claims were
kept and the claim block was expanded, applications for more claims were made
(grants still pending) and follow-up geological and geochemical work was done.
In December of 2025 the Company optioned the property off to Ridgestone Mining
Inc. (TSX.V-RMI) a related company by virtue of a shared director/officer.
Ridgestone has committed to spend CDN $100,000 in exploration on the property
in 2026. Also, in 2025 the Company has been actively exploring for Lithium Clay
mineralization along the track of the Yellowstone Hot Spot. To date no strongly
anomalous areas have been identified, and no tenures have been staked.
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. After
initial evaluation these properties were allowed to lapse in 2025, as was the
Three Valley Gap Tantalum-Niobium prospect that was also staked in 2024.
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 prospect. 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.
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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 mentioned earlier 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.
In 2024 the Company staked a number of claims in the
Granby River Valley, north of Grand Forks BC, and a number of these lapsed in
2025, however the company discovered Rare Earth Element (REE) mineralization on
some of the remaining claims, and restaked much of the dropped claim block
along with others. On December 31, 2025 the Company entered into an option
agreement with Ridgestone Mining, Inc. (a related company by virtue of Brian
Goss our VP Exploration and a director is also the CEO, president and a director
of Ridgestone) whereby Ridgestone (OTCQB: RIGMF) (TSXV: RMI) will pay Lithium
Corporation $315,000 Cdn, issue 500,000 common shares to the Company, and
complete $600,000 Cdn in exploration expenditures over the next three years to
earn a 100% interest in the property. The optioned interest is subject to a
2.0% Net Smelter Return royalty retained by Lithium Corporation. To date the
Company has received $5,000 Cdn and the parties are awaiting regulatory
approval, and the grant of full title of a number of claims which are currently
under the newly mandated aboriginal review.
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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.
Our business operations are subject to a number of risks
and uncertainties, including, but not limited to those set forth below:
Risks Associated with Mining
All of our properties are in the exploration stage. There
is no assurance that we can establish the existence of any mineral resource on
any of our properties in commercially exploitable quantities. Until we can do
so, we cannot earn any revenues from operations and if we do not do so we will
lose all of the funds that we expend on exploration. If we do not discover any
mineral resource in a commercially exploitable quantity, our business could
fail.
Despite exploration work on our mineral properties, we
have not established that any of them contain any mineral reserve, nor can
there be any assurance that we will be able to do so. If we do not, our
business could fail.
A mineral reserve is defined by the Securities and
Exchange Commission in its Industry Guide 7 (which can be viewed over the
Internet at http://www.sec.gov/about/forms/industryguides.pdf) as that part of
a mineral deposit which could be economically and legally extracted or produced
at the time of the reserve determination. The probability of an individual
prospect ever having a “reserve” that meets the requirements of the Securities
and Exchange Commission’s Industry Guide 7 is extremely remote; in all
probability our mineral resource property does not contain any “reserve” and
any funds that we spend on exploration will probably be lost.
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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.
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.
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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.
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.
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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
$2,841,204 as of December 31, 2025. At December 31, 2025 we had working capital
of $408,508. We incurred a net loss of $495,801 for the year ended December 31,
2025. We estimate our average monthly operating expenses to be approximately
$60,000, 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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Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commission’s penny stock regulations
and FINRA’s sales practice requirements, which may limit a stockholder’s
ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange
Commission (“SEC”) has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and “accredited investors”. The term “accredited
investor” refers generally to institutions with assets in excess of $5,000,000
or individuals with a net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of each
penny stock held in the customer’s account. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to
the customer orally or in writing prior to effecting the transaction and must
be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from these rules, the broker-dealer must make
a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the
transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject
to these penny stock rules. Consequently, these penny stock rules may affect
the ability of broker-dealers to trade our securities. We believe that the
penny stock rules discourage investor interest in, and limit the marketability
of, our common stock.
In addition to the “penny stock” rules promulgated by the
SEC, FINRA has adopted rules that require that in recommending an investment to
a customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer’s financial
status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability
that speculative low-priced securities will not be suitable for at least some
customers. FINRA’s requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.
Other Risks
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to
provide the information required by this Item.
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Risk Management and Strategy
The Company has processes for assessing, identifying, and
managing material risks from cybersecurity threats. These processes are
integrated into the Company’s overall risk management systems, as overseen by
the Company’s board of directors, primarily through its audit committee.
Governance
Board of Directors
The audit committee of the Company’s board of directors,
with the input of management, oversees the Company’s internal controls,
including internal controls designed to assess, identify, and manage material
risks from cybersecurity threats. The audit committee is informed of material
risks, when applicable, from cybersecurity threats by the Company’s Chief
Executive Officer. Updates on cybersecurity matters, including material risks
and threats, are provided to the Company’s audit committee, and the audit
committee provides updates to the Company’s board of directors at regular board
meetings.
Management
Under the oversight of the audit committee of the Company’s
board of directors, the Company’s Chief Executive Officer is primarily
responsible for the assessment and management of material cybersecurity risks
and establishing and maintaining adequate and effective internal controls
covering cybersecurity matters.
The audit committee of the Company’s board of directors,
with the assistance of the Company’s Chief Executive Officer, is responsible
for overseeing the establishment and effectiveness of controls and other
procedures, including controls and procedures related to the public disclosure
of material cybersecurity matters.
As of the date of this report, other than the foregoing,
the Company is not aware of any cybersecurity incidents that have materially
affected or are reasonably likely to materially affect the Company, including
its business strategy, results of operations, or financial condition and that
are required to be reported in this report. For further discussion of the risks
associated with cybersecurity incidents, see the cybersecurity risk factors in
Item 1A. Risk Factors in this report.
Our corporate head office is located at 1031 Railroad
St., Ste 102B, Elko Nevada 89801, our monthly rent is $500 paid to a Rangefront
Geological, a related party, which also includes storage space for field gear.
We also rent office and storage space in Richland WA in support of our Ti/REE,
Graphite, Fluorspar and Antimony prospects in Southern British Columbia, which
rent is also $500 per month. Additionally Lithium Corporation owns outright 2.3
acres (five lots) of undeveloped fee-title land in the town of Tonopah, NV.
Mineral Properties
Of our various property interests, we consider the Fish
Lake Valley Property to be our material property interest.
Fish Lake Valley Property
Lithium Corp’s flagship property is the Fish Lake Valley
Project that is a lithium brine prospect - similar to the salars of Chile &
Peru, and more importantly Albemarle’s Silver Peak lithium-in-brine facility in
Clayton Valley Nevada, which is only approximately 25 miles to the southeast of
our property. For decades Silver Peak has been the only lithium producing
facility in North America. Production commenced at Silver Peak in 1966, and
they have been producing lithium carbonate from brines on a continuous basis
since. Lithium Corp’s Fish Lake Valley Project is in a highly analogous
geologic setting and geothermal regime to Clayton Valley.
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Fish Lake Valley Project in Esmeralda County, Nevada,
west central Nevada USA consists of Lithium Corp’s 100% owned 297 placer claims
totaling 10,972 acres (4,440 hectares). The prospect is a
lithium/boron/potassium enriched playa (also known as a salar, salt marsh, or
salt pan), with the area of greatest interest roughly centered at 417000E
4195550N (WGS 84). approximately 18 miles from the California border.
Map 1, Fish Lake Valley Project claim outline.
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It is roughly 37 miles to the west-southwest of Tonopah
Nevada, 37 miles north-northeast of Bishop California, and 174 miles to the
northwest of Las Vegas Nevada, the largest population center in the region.
Using the Public Land Survey System, the center of the property is Township 1S,
Range 36E, Section 11, Mount Diablo Meridian.
Fish Lake Valley has not had mining production in the
most recent three fiscal years although the property was developed as a borate
producer in the late 1860’s, with the earliest record of production in 1873.
Production by 1875 was in the order of 2 tons (1.814 tonnes) of concentrated
borax daily. Operations ceased sometime prior to the 1900’s and there is no
record of any further activity or exploration until the 1970’s, when interest
in lithium brines was high due to the discovery and eventual development of the
Silver Peak deposit in nearby Clayton Valley. During the 1970’s the USGS
conducted some lithium focused exploration in the general area and drilled
several holes on the periphery of the playa. During the 1980’s US Borax
discovered the Cave Springs boron/lithium clay deposits which are several
kilometers to the east of the Fish Lake Valley playa. These deposits were
called the Borate Hills and were being explored during 2011 by American Lithium
Minerals, Inc. in a joint venture with Japan Oil and Gas (JOGMEC). Recently the
property has been renamed as the Rhyolite Ridge Lithium-Boron Project that is
currently being developed by an Australian explorer, Ioneer Limited.
While Fish Lake Valley has seen sporadic exploration
since the 1970’s no modern processing facilities exist in Fish Lake Valley. The
ruins from Francis “Borax” Smith’s Pacific Borax plant on the west side of the
playa at Fish Lake Valley dating to the 1870’s are still visible here, as are
the dumps, and some scattered equipment from one of his later ventures on the
south end of the playa.
The property was originally held under a mining lease
purchase agreement dated June 1, 2009, between Nevada Lithium Corporation, and
Nevada Alaska Mining Co. Inc., Robert Craig, Barbara Craig, and Elizabeth
Dickman. Nevada Lithium issued to the vendors $350,000 worth of common stock of
our company in eight regular disbursements. All disbursements were made of
stock worth a total of $350,000, and claim ownership was transferred to our
company.
The geological setting at Fish Lake Valley is highly
analogous to the salars of Chile, Bolivia, and Peru, and more importantly
Clayton Valley, where Albemarle has its Silver Peak lithium-brine operation.
Lithium-enriched Tertiary-era Fish Lake formation rhyolitic tuffs or ash flow
tuffs have accumulated in a valley or basinal environment. Over time
interstitial formational waters in contact with these tuffs, have become
enriched in lithium, boron and potassium which could possibly be economic, and
amenable to production by evaporative or direct lithium extraction (DLE)
methods.
Access is excellent in Fish Lake Valley with all-weather
gravel roads leading to the property from state highways 264, and 265, and
maintained dirt roads ring the playa. Power is available approximately 10 miles
from the property, and the village of Dyer is approximately 12 miles to the
south, while the town of Tonopah, Nevada is approximately 50 miles to the east.
The infrastructure is excellent in the general area of the Fish Lake Valley
prospect. Power is available along highway 264 which runs north to south some 8
miles to the west of the property. The capacity of the line is unknown however
it does appear on government issued maps as being equal to or greater than 55
kilovolts to the south of the village of Dyer. There are defined geothermal
resources around the prospect. Should lithium production be established in the
valley it may present an opportunity to the company who originally defined
these geothermal resources to continue to the development stage. Abundant fresh
water is available in the valley to the south of the northern playa. Most
supplies are available in Tonopah which is approximately 75 miles by road from
the property. Also, sufficient manpower is available in the region, and some
personnel exist locally with training specific to lithium brine processing due
to the proximity of the property to Albemarle’s Silver Peak operation. The
property does have patchy cell phone service from two different providers. Las
Vegas’ Harry Reid International Airport is 249 miles by road to the southeast
of the property, while Reno-Tahoe International Airport is 213 miles by road to
the northwest, and Elko (which is an important mining supply center) is
approximately 334 miles by road from the property. The playa or claim block
area should be large enough to accommodate a production facility like that
found at Silver Peak, and there are several potential processing plant sites in
the area.
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Our company completed a number of geochemical and
geophysical studies on the property and conducted a short drill program on the
periphery of the playa in the fall of 2010. Near-surface brine sampling during
the spring of 2011 outlined a boron/lithium/potassium anomaly on the northern
portions of the northern playa, that is roughly 1.3 x 2 miles long, which has a
smaller higher grade core where lithium mineralization ranges from 100 to 150
mg/L (average 122.5 mg/L), with boron ranging from 1,500 to 2,670 mg/L (average
2,219 mg/L), and potassium from 5,400 to 8,400 mg/L (average 7,030 mg/L). Wet
conditions on the playa precluded drilling there in 2011, and for a good
portion of 2012, however a window of opportunity presented itself in late fall
2012. In November/December 2012 we conducted a short direct push drill program
on the northern end of the playa, wherein a total of 1,240.58 feet (378.09
meters) was drilled in 20 holes at 17 discrete sites, and an area of 3,356 feet
(1,023 meters) by 2,776 feet (846 meters) was systematically explored by grid
probing. The deepest hole was 81 feet (24.69 meters), and the shallowest hole
that produced brine was 34 feet (10.36 meters). The average depth of the holes
drilled during the program was 62 feet (18.90 meters). The program successfully
demonstrated that lithium-boron-potassium-enriched brines exist to at least 62
feet (18.9 meters) depth in sandy or silty aquifers that vary from
approximately three to ten feet (one to three meters) in thickness. Average
lithium, boron and potassium contents of all samples are 47.05 mg/L, 992.7
mg/L, and 0.535% respectively, with lithium values ranging from 7.6 mg/L to
151.3 mg/L, boron ranging from 146 to 2,160.7 mg/L, and potassium ranging from
0.1 to 1.3%. The anomaly outlined by the program is 1,476 by 2,461 feet (450
meters by 750 meters), and is not fully delimited, as the area available for
probing was restricted due to soft ground conditions to the east and to the
south. A 50 mg/L lithium cutoff is used to define this anomaly and within this
zone average lithium, boron and potassium contents are 90.97 mg/L, 1,532.92
mg/L, and 0.88% respectively. On September 3, 2013, we announced that drilling
had commenced at Fish Lake Valley. Due to storms and wet conditions in the area
that our company had hoped to concentrate on, the playa was not passable, and
so the program concentrated on larger step-out drilling well off the playa.
This 11-hole, 1,025-foot program did prove that shallow mineralization does not
extend much, if at all, past the margins of the playa, as none of the fluids
encountered in this program were particularly briny, and returned values of
less than 5 mg/L lithium. Results from the work done in the past by Lithium
Corporation has been very positive, and our company believes that the playa at
Fish Lake Valley may be conducive to the formation of a “Silver Peak” style
lithium brine deposit.
Early in 2016 the company signed an Exploration Earn-In
Agreement with 1032701 B.C. Ltd., a private British Columbia company with
respect to our Fish Lake Valley lithium brine property, wherein 1032701 B.C.
Ltd., could have acquired an initial 80% undivided interest in the Fish Lake
Valley property through the payment of an aggregate of US$300,000 in cash,
completing a “Going Public Transaction” on or before May 6, 2016, and subject
to the completion of the “Going Public Transaction, arranging for the issuance
of a total of 400,000 common shares in the capital of the resulting issuer. The
Optionee needed to make qualified exploration or development expenditures on
the property of $200,000 before the first anniversary, an additional $300,000
before the second anniversary, an additional $600,000 prior to the third
anniversary, and make all payments and perform all other acts to maintain the
Property in good standing before fully earning their 80% interest. Additionally,
after the initial earn-in the Optionee had the right for up to 12 months to
purchase our 20% interest in the property for $1,000,000, at which point our
interest would have reverted to a 2 1/2% Net Smelter Royalty (NSR). The
Optionee could then have elected at any time to purchase one half (1.25%) of
our NSR for $1,000,000.
American Lithium Corp. subsequently acquired 100% of
1032701 BC, and a formal option agreement was entered into, effective March 31,
2016. An amendment to the agreement was entered into on the 14th of February 2018 whereby American Lithium issued 10,000
post consolidation “Agreement Year” shares to Lithium Corporation as mandated
by the agreement, as well as a further 80,000 shares in consideration for
Lithium Corporation agreeing to extend the work commitment date for Year 2 of
the agreement to September 30, 2018. We had received all money, and common
shares issuable in relation to the Fish Lake Valley option agreement, but the
Purchaser issued formal notice of the relinquishment of the Purchasers right to
earn the interest in the property on April 30th 2019. As this was the termination of the option
agreement $443,308 was taken into income. During the year-ended December 31,
2019, the Company recorded a $159,859 allowance for the properties and has a
net book value of $Nil.
On April 29, 2021 we signed a Letter Of Intent (LOI) with
Altura Mining Limited (now Morella Corporation after a name change), an
Australian Lithium explorer and developer and a related party, whereby Morella
can earn a 60% interest in the Fish Lake Valley lithium-in-brine property in
Esmeralda County, Nevada by paying the Company $675,000, issuing the equivalent
of $500,000 worth of Morella stock, and expending $2,000,000 of exploration
work over the next four years. To date Morella is current with its obligations
under the formal agreement ratified on October 12th 2021, having paid the
initial $50,000 on signing the LOI, the $100,000 due on signing the formal
agreement, and all anniversary payments since, and has issued a total of
55,560,526 shares of Morella (1MC:ASX, Altaf:OTC-QB) common stock to date.
Morella has completed Passive Seismic and Magneto-telluric surveys, have
permitted 8 drill sites, installed surface casing on the first site on the
southern block, while conducting ongoing tests for amenability to direct
lithium extraction (DLE). Drilling commenced in early October 2023, to the
northeast of the playa, proximal to but away from the area of known
mineralization. Only moderate lithium mineralization was encountered in the
2023 drillhole in both clays and brines.
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In addition to the cash and share payments under the
Option Agreement, Morella was to perform and exploration and development work
on the property in the value of:
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Year 1: |
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$ |
200,000 |
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Year 2: |
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$ |
400,000 |
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Year 3: |
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$ |
600,000 |
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Year 4: |
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$ |
800,000 |
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Under the Option Agreement Morella was the operator of
the Fish Lake Valley Project and was responsible for all exploration efforts.
Fish Lake Valley Project is an early-stage exploration property and is
currently permitted under a BLM Notice of Intent (NOI) level permit. This
permit limits surface disturbance to 5 acres or less.
Fish Lake Valley does not currently have any Proven,
Probable, Measured, Indicated, or Inferred Resources or other quantified
Resources.
Table 1 to Paragraph (b) – Summary Mineral
Resources at End of the Fiscal Year Ended December 31, 2023.
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|
Measured
Mineral Resources |
Indicated
Mineral Resources |
Measured +
Indicated Mineral Resources |
Inferred
Mineral Resources |
||||
|
|
Amount |
Grade/Quality |
Amount |
Grade/Quality |
Amount |
Grade/Quality |
Amount |
Grade/Quality |
|
Lithium |
Nil |
N/A |
Nil |
N/A |
Nil |
N/A |
Nil |
N/A |
Table 1 to Paragraph (b) – Summary Mineral Reserves at
End of the Fiscal Year Ended December 31, 2023.
|
|
Proven
Mineral Reserves |
Probable
Mineral Reserves |
Total Mineral
Reserves |
|
Proven
Mineral Reserves |
Probable
Mineral Reserves |
|
|
Amount |
Grade/Quality |
Amount |
|
Amount |
Grade/Quality |
|
Lithium |
Nil |
N/A |
Nil |
Lithium |
Nil |
N/A |
There is no
equipment currently on the property as drilling operations are not active now
and as earlier mentioned no facilities have been built on the property.
As there is no processing plant or equipment on the
property no book value is assigned for processing plants or equipment, and as
exploration expenditures are expensed rather than accrued the current book
value of the Fish Lake Valley Project as reported on Lithium Corporation’s
financial statements is zero.
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Since Lithium
Corporation’s optioning of the property in 2009 the following work has been
conducted on the property:
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· |
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. |
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· |
Preliminary water sampling 2009-10 – 9 water samples
collected. |
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· |
Surficial sediment temperature and pH/ORP survey, March
2010. |
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· |
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. |
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|
· |
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. |
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· |
Near surface brine and sediment sampling program in
March 2011 – 39 brine samples. |
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· |
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. |
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· |
Direct push drilling program in October 2011, included
41 holes at 25 sites (1080.77 m) a total of 37 samples collected. |
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· |
Direct push drilling program in November 2012, included
19 holes at 17 sites (362.97 m). |
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· |
a total of 19 samples collected. |
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· |
Confirmatory and expanded hand auger drill hole brine
sampling by American Lithium Corporation in 2016. A total of 154 samples
collected. |
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· |
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. |
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· |
Passive Seismic, and Audio Magnetotelluric surveys in
2022 – 24. |
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· |
Brine bench tests to determine amenability to Direct
Lithium Extraction technology |
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· |
One RC drillhole proximal to the Northeastern margin of
the playa. |
Approximately $25 million dollars has been spent on
geothermal exploration in the general area (personal communication J. Demonyaz)
since the 1980’s, and two deep oil exploration holes were drilled immediately
to the west-southwest of the claim area, both of which were not properly
plugged and abandoned, and currently flow warm geothermal waters from a known
aquifer at about 800-foot depth. Some of this data exists in the public domain.
Most recently Ormat Technologies Inc., a geothermal exploration and production
company has drilled a successful well approximately one mile to the northeast
of our claims here, and is conducting flow tests presently.
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.
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. Currently the land position is comprised of Lithium
Corporation’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). To date Lithium Corporation has conducted a one claim test
of quit-claiming of ownership title in favor of Morella. Morella has not to
date issued any shares with respect to its obligations under the Sept 5th agreement, nor has Lithium Corporation reimbursed
Morella for claim fees paid in September, but will do so once an invoice has
been issued and tranches of shares committed to have been issued are received.
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San Emidio Property
The San Emidio property, located in Washoe County in
northwestern Nevada, was acquired through the staking of claims in September
2011, and has expanded and contracted over time depending on the state of the
lithium carbonate market. Currently the Company holds thirty-five 80-acre
Association Placer claims here covering an area of approximately 2,800 acres
(1133 hectares). The property is approximately 65 miles north-northeast of
Reno, Nevada, and has excellent infrastructure.
We identified this prospect during 2009, and 2010 through
surficial geochemical sampling, and geological interpretation. The early
reconnaissance sampling determined that anomalous values for lithium occur in
sediments over a good portion of the playa. Our company conducted near-surface
brine sampling in the spring of 2011, and a high resolution gravity geophysical
survey in summer/fall 2011. Our company then permitted a seven-hole drilling
program with the Bureau of Land Management in late fall 2011, and a direct push
drill campaign commenced in early February 2012. Drilling here delineated a
narrow elongated shallow brine anomaly which is greater than 2.5 miles length,
somewhat distal to the basinal feature outlined by the earlier gravity survey.
The anomaly aligns with the present day topographical low in the valley, which
could be the result of extension along a north-easterly trending fault. Two
values of over 20 milligrams/liter lithium were obtained from two shallow
direct push probe holes located centrally in this brine anomaly.
We drilled this prospect again in late October 2012,
further testing the area of the property in the vicinity where prior
exploration by our company discovered elevated lithium levels in subsurface
brines. During the Fall 2012 program a total of 856 feet (260.89 meters) was
drilled at 8 discrete sites. The deepest hole was 160 feet (48.76 meters), and
the shallowest hole that produced brine was 90 feet (27.43 meters). The average
depth of the seven hole program was 107 feet (32.61 meters). The program better
defined the lithium-in-brine anomaly that was discovered in early 2012. This
anomaly is approximately 0.6 miles (370 meters) wide at its widest point by
more than 2 miles (3 kilometers) long. The peak value seen within the anomaly
is 23.7 mg/l lithium, which is 10 to 20 times background levels outside the
anomaly. Our company believes that, much like Fish Lake Valley, the playa at
San Emidio may be conducive to the formation of a “Silver Peak” style lithium
brine deposit, and the recent drilling indicates that the anomaly occurs at or
near the intersection of several faults that may have provided the structural
setting necessary for the formation of a lithium-in-brine deposit at depth.
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.
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17 |
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On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals
whereby Surge may earn an 80% interest in the Company’s San Emidio
lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000
and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make
payments of $620,000 in cash and stock over 5 years while incurring
expenditures on the property of $1,000,000 over that period. Upon fulfillment
of the aforementioned commitments Surge would have been deemed to have earned
their undivided 80% interest and could have formed a joint venture with the
Company. Surge Battery Metals completed some geochemical work on the prospect
block and gave Lithium Corporation formal notice in Summer 2022 that they were
relinquishing all interest in the property. In Fall 2022 the Company completed
a Controlled Source Audio-Magnetotelluric (CSAMT) survey on the property and is
currently actively searching for a Joint Venture Partner for this prospect.
BC Sugar Flake Graphite Property
On June 6, 2013, we entered into a mining claim sale
agreement with Herb Hyder wherein Mr. Hyder agreed to sell to our company a
50.829 acre (20.57 hectare) claim located in the Cherryville area of British
Columbia. As consideration for the purchase of the property, we issued 250,000
shares of our company’s common stock to Mr. Hyder. In addition to the acquired
claim, our company staked or acquired another 13 claims at various times over
the subsequent months, to bring the total area held under tenure to
approximately 19,816 acres (8,020 hectares). Since that time the company has
let all but what appears to be the most prospective claims lapse, and currently
the company holds two titles here for a cumulative total of 152.39 acres (61.67
hectares). The flake graphite mineralization of interest here is hosted predominately
in graphitic quartz/biotite, and lesser graphitic calc-silicate gneisses. The
rocks and mineralization in the general area of the BC Sugar prospect are
similar to the host rocks in the area of the crystal graphite deposit 55 miles
(90 kms) to the southeast that is being mined by Eagle Graphite.
The BC Sugar property is within the Shushwap Metamorphic
Complex, in a geological environment favorable for the formation of flake
graphite deposits, and is in an area of excellent logistics and infrastructure,
with a considerable network of logging roads within the project area.
Additionally the town of Lumby is approximately 19 miles (30 kms) to the south
of the property, while the City of Vernon is only 30 miles (50 kms) to the
southwest of the western portions of the claim block.
Work progressed, and the property expanded throughout the
summer of 2013, and culminated with the receipt of the final assays from the
last phases of the prospecting and geological program in December of 2013. That
work increased the area known to be underlain by graphitic bearing gneisses,
and further evaluations were made in the area of the Sugar Lake, Weather
Station, and Taylor Creek showings. In the general vicinity of the Weather
Station showing that was initially discovered in early July 2013, a further 13
samples were taken, and hand trenching was performed at one of several outcrops
in the area. In the trench a 5.2 meter interval returned an average of 3.14%
graphitic carbon, all in an oxidized relatively friable gneissic host rock.
Additionally a hydrothermal or vein type mineralized graphitic quartz boulder
was discovered in the area which graded up to 4.19% graphitic carbon. The
source of this boulder was not discovered during this program, but it is felt
to be close to its point of origin. Samples representative of the
mineralization encountered here were taken for petrographic study, which was
received in late 2013. A brief assessment work program was performed in
September 2014 to ensure all claims in the package were in good standing prior
to the anticipated sale of this asset to Pathion Inc. Recommendations were made
by the consulting geologist who wrote the assessment report with respect to
trenching, and eventually drilling the Weather Station showing. Our company
submitted a Notice of Work to the BC Government in early May 2015 to enable our
company to conduct a program of excavator trenching, sampling and geological
mapping on the Weather Station showing. In May of 2015 we signed an agreement
with KLM Geosciences LLC of Las Vegas to conduct a short Ground Penetrating
Radar (GPR) survey on the property in the Weather Station – Taylor Creek areas.
The GPR survey as well as a GEM-2 frequency domain electromagnetic (FDEM)
survey took place in approximately mid-May 2015. The GPR survey did not provide
useful data because of the moisture saturation in the shallow subsurface. The FDEM
survey successfully generated an anomaly over known mineralization and possibly
indicates that the mineralization may extend both to the west and to the east
in areas blanketed by glaciofluvial till.
In August of 2015 our Notice of Work for trenching was
approved by the BC Government and in October we commenced work. A trench of
265.76 feet (81 meters) was excavated and graphitic gneiss was mapped and
sampled. In all 23 samples were taken over the 69 meters of exposed
mineralization that could be safely sampled. Trench depths varied from 1.2
meters in areas of semi-consolidated rock to 4.8 meters in areas of mainly
decomposed material. There was an approximately 12 meter section of the trench
of sand, and fluvial till in an ancient stream bed where the excavator could
not reach the graphitic material that is inferred to exist at depths greater
than 5 meters. Also there was a 4 meter section at depths from 4.8 to 5 meters
where graphite mineralization could be seen at depth, but could not be safely
sampled.
|
|
|
18 |
|
|
The entire 69 meter interval that was sampled averaged
1.997% graphitic carbon, and mineralization remains open in all directions.
Within that interval there was a 30 meter section that averaged 2.73% graphitic
carbon, and within that interval there was a 12 meter section that averaged
2.99% graphitic carbon. The best mineralization, and most friable material is
proximal to the aforementioned abandoned creek channel, and it appears that
proximity to this feature gave rise to the deep weathering profile encountered
here. Determining the tenor, and extent of the friable material were the two
major objectives of this program as this material, which is very similar to
that mined at Eagle Graphite’s operation is very easy/economical to be mined
and processed, and typically contains the highest percentages of graphite over
consistent widths.
A “mini-bulk sample” was taken from the Weather Station
Zone in October 2017, and submitted to SGS Vancouver for preliminary bench
tests, and further petrographic analysis. Tests indicated that the “fairly
coarse” flake graphite was easily liberated from the unconsolidated host
material, and initial flotation tests were positive with over 80% of the
graphite in the sample being floated off.
The Company revised its trenching permit in 2017 and
conducted a program of 12 mechanized test pits in May 2018. This work was done
in an area ranging from 1 to 1.5 kilometers to the east of the Weather Station
Zone in a zone of numerous discrete conductors detected during the 2015 FDEM
geophysical survey. Three of these pits intercepted weathered weak to
moderately mineralized graphitic material with the best assay being 2.62%
graphitic, carbon, and six test pits bottomed in non-mineralized bedrock. The
remaining three did not reach bedrock or intercept graphitic material prior to
reaching the maximum digging capability of the excavating equipment used. The
Company had reduced its acreage holdings here to approximately 203 acres (82
hectares) to facilitate applying 5 years assessment credit to the most
prospective area of the property, and had placed it on the “back burner” in
favor of developing other prospects. The Company is currently in the planning
stages with respect to the work to be done on these prospects this summer.
The Hughes Claims
Effective April 23, 2014, we entered into an operating
agreement with All American Resources, LLC and TY & Sons Investments Inc.
with respect to Summa, LLC, a Nevada limited liability company incorporated on
December 12, 2013. Through our 25% membership interest in Summa we hold an
indirect interest in a number of patented mining claims that spring from the
once considerable mineral holdings of Howard Hughes’s Summa Corp. Our company’s
capital contribution paid to Summa, LLC was $125,000, of which $100,000 was in
cash and the balance in services.
Lithium Corporation participated in the formation of
Summa, which holds 88 fee-title patented lode claims that cover approximately
1,191.3 acres of prospective mineral lands. Our company signed a joint
operating agreement with the other participants in Spring 2014 to govern the
conduct of Summa, and the development of the lands. Our company’s President Tom
Lewis was named as a managing member of Summa, and as such has a direct say in
the day to day operations of that company.
The Hughes lands are situated in six discrete prospect
areas in Nevada, the most notable of which being the Tonopah block in Nye
County where Summa holds 56 claims that cover approximately 770 acres in the
heart of the historic mining camp where over 1.8 million ounces of gold and 174
million ounces of silver were produced predominately in the early 1900’s. The
Hughes claims include a number of the prolific past producers in Tonopah, such
as the Belmont, the Desert Queen, and the Midway mines. In addition there are
also claims in the area of the past producing Klondyke East mining district,
which is to the south of Tonopah, and at the town of Belmont (not to be
confused with the Belmont claim in Tonopah), Nevada, another notable silver
producer from the 1800’s, which is roughly 40 miles to the northeast of
Tonopah.
|
|
|
19 |
|
|
The ongoing litigation with respect to Summa’s Tonopah
holdings had precluded investing time or money into the property immediately
after the court awarded Summa ownership in 2013, however in 2018 Summa won a “quiet
title” case in the Fifth Judicial Court in Tonopah, which determined that Summa’s
title is superior to all other claimants. The subsequent appeal of this verdict
was quashed later in 2018, and there has been no further action on that
account. Summa signed a Letter of Intent on January 14, 2020 with respect to
the Tonopah property whereby 1237025 BC Ltd, can earn a 100% interest in the
property (subject to a 1.0% Net Smelter Royalty or NSR) by paying $400,000 in
cash, issuing $400,000 in shares, and incurring $1.5 million in exploration
expenditures in stages over the next 5 years. The Optionee would also have the
right to purchase ¼ of the NSR for $1,500,000, and the future right to purchase
a further ¼ of the NSR for $2,500,000. The definitive agreement was signed in
March of 2020, and 1237025 BC Ltd subsequently merged with Pinnacle North Gold
Corp., who then changed their name to Summa Silver Corp (SSVR). SSVR actively
explored the property in the second half of 2020, drilling roughly 14,000
meters in 29 drill holes. Additionally more work was performed on the Belmont
tailings portion of the project aided by Lithium Corporation personnel, who
have been actively promoting and advancing this aspect of the Tonopah holdings
since acquisition. In 2021 SSVR accelerated the earn-in provisions of the
option agreement and was transferred a 100% interest in the property. Summa
still retains a 1% (LTUM’s share 0.25%) Net Smelter Royalty on the property.
Summa, LLC still retains a 100% interest (subject to a 2%
NSR in favor of Summa Corp. (the successor entity to the Hughes Corporation) in
a further five project areas in the state of Nevada, and Lithium Corporation
remains committed to casually helping them move the projects along so that they
may be optioned eventually.
North Big Smoky Property
During the period 2011 through 2012 the Company conducted
geophysical, and geochemical work on BLM lands in North Big Smoky Valley, Nye
County Nevada, in an area that proved to be geochemically anomalous, both in
sediment and brines. The geological setting in this area is quite similar to
that at our other brine prospects, and Clayton Valley to the southwest of here,
and had experienced some geothermal and petroleum exploration in the past. In
April of 2016 Lithium Royalty Corp (a wholly owned subsidiary through which we
had planned to build a portfolio of lithium mineral properties) acquired
through staking the North Big Smoky Prospect, a block of placer mineral claims
in Nye County Nevada. On May 13, 2016 our wholly owned subsidiary sold 100% of
the interest in the property to 1069934 Nevada Ltd. ("Purchaser") a
private company. Consideration paid to Lithium Royalty Corp. consisted of
mainly of 300,000 shares in the "Purchaser Parent", 1069934 B.C. Ltd,
and retained a royalty on the property. No appreciable work was done and by
agreement dated September 13, 2017 Lithium Corporation agreed to sell back the
shares of 1069934 Nevada Ltd. to San Antone Minerals Corp (successor
corporation) who subsequently allowed the claims here to lapse.
This area was subsequently re-staked by Lithium
Corporation in March 2022, and on April 29, 2021 we signed a Letter Of Intent
(LOI) with an Australian Lithium explorer and developer Altura Mining Limited a
related party. Under the formal agreement which was signed in October 2021
Altura (now Morella Corp) can earn a 60% interest in the Fish Lake Valley
property by paying the Company $675,000, issuing the equivalent of $500,000
worth of Morella stock, and expending $2,000,000 of exploration work in the next
four years. 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.
British Columbia Tantalum/REE/Titanium Properties
On March 1st 2017 the company signed a letter of intent (LOI) with Bormal Resources
Inc. wherein the company may earn an interest in three properties in British
Columbia. The Michael property in the Trail Creek Mining Division was
originally staked by Bormal to cover one of the most compelling tantalum (Ta)
in stream sediment anomalies as seen in the government RGS database in British
Columbia. Bormal conducted a stream sediment sampling program in 2014, and
determined that the tantalum-niobium (Nb) in stream sediment anomaly is bona
fide, and in the order of 6 kilometers in length. In November of 2016 Lithium
Corporation conducted a short soil geochemical orientation program on the
property as part of its due diligence, and determined that there are elevated
levels of niobium-tantalum in soils here.
|
|
|
20 |
|
|
Also in the general area of the Michael property the
Yeehaw prospect has been staked by Bormal over a similar but lower amplitude
Tantalum/Rare Earth Element (REE’s) stream sediment anomaly. Both properties
are situated depicted on government geological maps as being within the Eocene
Coryell batholith, and it is thought that these anomalies may arise from either
carbonatite or pegmatite type deposits.
The third property at Three Valley Gap, is in the
Revelstoke Mining Division and is situated in a locale where several Nb-Ta
enriched carbonatites have been noted to occur. A brief field program by Bormal
in 2015 located one of these carbonatites, and concurrent soil sampling
determined that the soils here are enriched with Nb-Ta over the known
carbonatite, and indicated that there are other geochemical anomalies locally
that may indicate that more carbonatites exist here and are shallowly buried.
Lithium Corporation conducted fieldwork on the Michael,
and Yeehaw properties during summer 2017. At Yeehaw a 30 meter wide structure
was discovered that is anomalous for titanium and Rare Earth Elements, while
soil sampling at Michael detected an anomaly that is greater than 800 meters in
length that exhibits increased Tantalum-Niobium plus Rare Earth Element
mineralization. The Company has dropped any further interest in both the
Michael and Three Valley Gap properties, and has earned its 100% interest in
the Yeehaw property. Field work on the Yeehaw property in Spring 2018
discovered a further zone of Ti/REE enrichment, and additional work was
performed on the property in 2019 which extended the known strike of the
Horseshoe Bend showing approximately 50 meters to the west, and mineralized
float was found that possibly indicates it could continue to the east for
another several hundred meters. The Company is currently in the planning stages
for field season 2026.
Las Pilas Rare Earth Property
In 2024 the Company staked a number of claims prospective
for Fluorspar mineralization in the Granby River Valley, north of Grand Forks
BC. The bulk of these lapsed in 2025, however the company discovered Rare Earth
Element (REE) mineralization on some of the remaining claims, and restaked much
of the dropped claim block along with others. On December 31, 2025 the Company
entered into an option agreement with Ridgestone Mining, Inc. (a related
company by virtue of Brian Goss our VP Exploration and a director is also the
CEO, president and a director of Ridgestone) whereby Ridgestone (OTCQB: RIGMF,
TSX.V: RMI) will pay Lithium Corporation $315,000 Cdn, issue 500,000 common
shares to the Company, and complete $600,000 Cdn in exploration expenditures
over the next three years to earn a 100% interest in the property. The optioned
interest is subject to a 2.0% Net Smelter Return royalty retained by Lithium
Corporation. To date the Company has received $5,000 Cdn and the parties are
awaiting regulatory approval with respect to this arrangement, as well as
aboriginal approval for the claims recently staked here.
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.
|
|
|
21 |
|
|
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.
From time to time, we may become involved in litigation
relating to claims arising out of its operations in the normal course of
business. We are not involved in any pending legal proceeding or litigation,
and to the best of our knowledge no governmental authority is contemplating any
proceeding to which we are a party or to which any of our properties is
subject, which would reasonably be likely to have a material adverse effect on
us.
Item 4. Mine Safety Disclosures
Not applicable.
Our common shares are quoted on the OTCQB operated by OTC
Markets Inc., under the symbol “LTUM.” The following quotations, obtained from
OTC Markets, reflect the high and low bids for our common shares based on
inter-dealer prices, without retail mark-up, mark-down or commission and may
not represent actual transactions.
The high and low bid prices of our common stock for the
periods indicated below are as follows:
|
OTC Bulletin
Board (1) |
||
|
Quarter Ended |
High |
Low |
|
December 31, 2025 |
$0.4395 |
$0.081 |
|
September 30, 2025 |
$0.554 |
$0.0305 |
|
June 30, 2025 |
$0.0602 |
$0.0225 |
|
March 31, 2025 |
$0.0436 |
$0.0237 |
|
December 31, 2024 |
$0.039 |
$0.036 |
|
September 30, 2024 |
$0.055 |
$0.042 |
|
June 30, 2024 |
$0.048 |
$0.037 |
|
March 31, 2024 |
$0.04 |
$0.036 |
|
December 31, 2023 |
$0.091 |
$0.041 |
|
|
(1) |
Over-the-counter market quotations reflect inter-dealer prices without
retail mark-up, mark-down or commission, and may not represent actual
transactions. |
Our shares are issued in registered form. Nevada Agency
and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501
(Telephone: (775) 322-0626; Facsimile: (775) 322-5623 is the registrar and
transfer agent for our common shares.
On March 31, 2026, the shareholders’ list showed 16
registered shareholders with 117,892,441 common shares outstanding.
|
|
|
22 |
|
|
Dividend Policy
We have not paid any cash dividends on our common stock
and have no present intention of paying any dividends on the shares of our
common stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.
Equity Compensation Plan Information
On May 16, 2022, our board of approved the adoption of
the 2022 Stock Plan which permits our company to issue up to 12,000,000 shares
of our common stock to directors, officers, employees and consultants. This
plan had not been approved by our security holders. To date no shares have been
issued subject to the provisions of this plan.
The following table summarizes certain information
regarding our equity compensation plans as at December 31, 2025:
|
Equity
Compensation Plan Information |
|||
|
Number of
securities to be issued
upon exercise of
outstanding options, warrants and
rights (a) |
Weighted-average exercise
price of outstanding
options, warrants and
rights (b) |
Number of
securities remaining
available for future
issuance under equity compensation
plans (excluding
securities reflected in
column (a)) (c) |
|
|
Equity compensation plans approved by security holders |
Nil |
Nil |
Nil |
|
Equity compensation plans not approved by security holders |
3,500,000 |
$0.04 |
8,500,000 |
|
Total |
3,500,000 |
$0.04 |
8,500,000 |
Convertible Securities
As of December 31, 2025, we had 3,500,000 outstanding
options to purchase shares of our common stock.
Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities
We did not sell any equity securities which were not
registered under the Securities Act during the year ended December 31, 2025
that were not otherwise disclosed on our quarterly reports on Form 10-Q or our
current reports on Form 8-K filed during the year ended December 31, 2025.
Purchase of Equity Securities by the Issuer and
Affiliated Purchasers
We did not purchase any of our shares of common stock or
other securities during our fourth quarter of our fiscal year ended December
31, 2025.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to
provide the information required by this Item.
|
|
|
23 |
|
|
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion should be read in conjunction
with our consolidated audited financial statements and the related notes that
appear elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to those discussed below and elsewhere in this
annual report, particularly in the section entitled “Risk Factors” beginning on
page 6 of this annual report.
Our consolidated audited financial statements are stated
in United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.
Plan of Operations and Cash Requirements
Cash Requirements
Our current operational focus is to conduct exploration
activities on our properties in British Columbia, and the San Emidio, property
in Nevada, while generating other energy metals related projects. We expect to
review other potential exploration third-party projects from time to time as
they are presented to us.
Our net cash from financing activities during the year
ended December 31, 2025 was $nil as compared to $nil during the year ended
December 31, 2024. As at December 31, 2025, we had approximately $2,481,204 in
cash.
Over the next twelve months (beginning March 1, 2026) we
expect to expend funds as follows:
|
Estimated Net Expenditures During the Next Twelve
Months |
|
|
|
|
|
|
$ |
|
||
|
General,
Administrative Expenses |
|
|
200,000 |
|
|
Exploration
Expenses |
|
|
200,000 |
|
|
Investor Relations |
|
|
40,000 |
|
|
Employee and
Consultant Compensation |
|
|
230,000 |
|
|
Equipment |
|
|
5,000 |
|
|
Travel |
|
|
25,000 |
|
|
Total |
|
|
700,000 |
|
We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed.
The continuation of our business is dependent upon
obtaining further financing, a successful program of exploration and/or
development, and, finally, achieving a profitable level of operations. The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.
There are no assurances that we will be able to obtain
further funds required for our continued operations. As noted herein, we are
pursuing various financing alternatives to meet our immediate and long-term
financial requirements. There can be no assurance that additional financing
will be available to us when needed or, if available, that it can be obtained
on commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.
|
|
|
24 |
|
|
Results of Operations - Twelve Months Ended December 31,
2025 and 2024
The following summary of our results of operations should
be read in conjunction with our financial statements for the year ended
December 31, 2025 which are included herein.
Our operating results for the twelve months ended
December 31, 2025, for the twelve months ended December 31, 2024 and the
changes between those periods for the respective items are summarized as
follows:
|
|
|
Twelve Month
Period Ended December 31, 2025 |
|
|
Twelve Month
Period Ended December 31, 2024 |
|
|
Change
Between Twelve Month Periods Ended December 31,
2025 and December 31,
2024 |
|
|||
|
Revenue |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Professional fees |
|
|
75,269 |
|
|
|
58,453 |
|
|
|
16,816 |
|
|
Depreciation |
|
|
7,332 |
|
|
|
7,332 |
|
|
|
- |
|
|
Exploration
expenses |
|
|
45,616 |
|
|
|
181,349 |
|
|
|
(135,733 |
) |
|
Consulting fees –
related party |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Consulting fees |
|
|
462,000 |
|
|
|
437,392 |
|
|
|
24,608 |
|
|
Transfer agent and
filing fees |
|
|
23,160 |
|
|
|
21,265 |
|
|
|
1,895 |
|
|
Travel |
|
|
10,653 |
|
|
|
19,587 |
|
|
|
(8,934 |
) |
|
General and
administrative |
|
|
24,292 |
|
|
|
28,047 |
|
|
|
(3,755 |
) |
|
Change in fair
value of marketable securities |
|
|
(99,554 |
) |
|
|
285,953 |
|
|
|
(385,507 |
) |
|
Other income |
|
|
(52,967 |
) |
|
|
(74,781 |
) |
|
|
21,814 |
|
|
Net loss |
|
$ |
495,801 |
|
|
$ |
964,597 |
|
|
$ |
(468,796 |
) |
Our financial statements report a net loss of $495,801
for the twelve month period ended December 31, 2025 compared to a net loss of
$964,597 for the twelve month period ended December 31, 2024. Our losses have
decreased by $468,796, primarily as a result of a gain in fair value of
marketable securities and a decrease in exploration expenses offset by
increases in consulting fees and professional fees.
Our operating expenses for the year ended December 31,
2025 were $648,322 compared to $753,425 for the year ended December 31, 2024.
The decrease in operating expenses primarily a result of decrease in
exploration expenses offset by increases in consulting fees and professional
fees.
|
|
|
25 |
|
|
Liquidity and Financial Condition
Working Capital
|
|
|
At December 31,
2025 |
|
|
At December 31,
2024 |
|
||
|
Current assets |
|
$ |
2,817,810 |
|
|
$ |
3,301,075 |
|
|
Current
liabilities |
|
|
2,409,302 |
|
|
|
2,406,676 |
|
|
Working capital
(deficiency) |
|
$ |
408,508 |
|
|
$ |
894,399 |
|
Cash Flows
|
|
|
Year Ended |
|
|||||
|
|
|
December 31 |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
Net cash (used in)
operating activities |
|
$ |
(584,654 |
) |
|
$ |
(601,759 |
) |
|
Net cash provided
by (used in) investing activities |
|
|
- |
|
|
|
- |
|
|
Net cash provided
by financing activities |
|
|
- |
|
|
|
- |
|
|
Net increase
(decrease) in cash during period |
|
$ |
(584,654 |
) |
|
$ |
(601,759 |
) |
Operating Activities
Net cash used in operating activities was $584,654 for
the year ended December 31, 2025 compared with net cash used in operating
activities of $616,920 in the same period in 2024.
Investing Activities
Net cash provided by investing activities was $Nil for
the year ended December 31, 2025 compared to net cash used in investing
activities of $Nil in the same period in 2024.
Financing Activities
No financing activities were conducted by the Company in
2025.
Contractual Obligations
As a “smaller reporting company”, we are not required to
provide tabular disclosure obligations.
Going Concern
As of December 31, 2025, our company had a net loss of
$495,801 and has earned no revenues. Our company had suspended funding
operations through our financing arrangement with Lincoln Park Capital in early
2024 and that facility was allowed to lapse, however the company has sufficient
funds on hand to fund its capital expenditures, working capital and other cash
requirements for the year ending December 31, 2026. The ability of our company
to emerge from the development stage is dependent upon, among other things,
obtaining additional financing to continue operations, and development of our
business plan. In response to these problems, management intends to raise
additional funds through public or private placement offerings. These factors,
among others, raise substantial doubt about our company’s ability to continue
as a going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
|
|
|
26 |
|
|
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition
and results of operations are based upon our financial statements, which have
been prepared in accordance with the accounting principles generally accepted
in the United States of America. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions
are affected by management’s application of accounting policies. We believe
that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our financial statements is critical to
an understanding of our financial statements.
Exploration Stage Company
The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles related to
accounting and reporting by exploration stage companies. An exploration stage
company is one in which planned principal operations have not commenced or if
its operations have commenced, there has been no significant revenues there
from.
Accounting Basis
The Company uses the accrual basis of accounting and
accounting principles generally accepted in the United States of America
("GAAP" accounting). The Company has adopted a December 31 fiscal
year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and
short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. The Company
continually monitors its banking relationships and consequently has not
experienced any losses in such accounts. The Company believes it is not exposed
to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company has yet to realize revenues from operations.
Once the Company has commenced operations, it will recognize revenues when
delivery of goods or completion of services has occurred provided there is
persuasive evidence of an agreement, acceptance has been approved by its
customers, the fee is fixed or determinable based on the completion of stated
terms and conditions, and collection of any related receivable is probable.
|
|
|
27 |
|
|
Loss per Share
Basic loss per share is computed by dividing loss
available to common shareholders by the weighted average number of common
shares outstanding during the year. The computation of diluted earnings per
share assumes the conversion, exercise or contingent issuance of securities
only when such conversion, exercise or issuance would have a dilutive effect on
earnings per share. The dilutive effect of convertible securities is reflected
in diluted earnings per share by application of the "if converted"
method. In the periods in which a loss is incurred, the effect of potential
issuances of shares under options and warrants would be anti-dilutive, and
therefore basic and diluted losses per share are the same.
Income Taxes
The asset and liability approach is used to account for
income taxes by recognizing deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.
Financial Instruments
The Company's financial instruments consist of cash,
deposits, prepaid expenses, and accounts payable and accrued liabilities.
Unless otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from these
financial instruments. Because of the short maturity and capacity of prompt
liquidation of such assets and liabilities, the fair value of these financial
instruments approximate their carrying values, unless otherwise noted.
Mineral Properties
Costs of exploration, carrying and retaining unproven
mineral lease properties are expensed as incurred. Mineral property acquisition
costs are capitalized including licenses and lease payments. Although the
Company has taken steps to verify title to mineral properties in which it has
an interest, these procedures do not guarantee the Company's title. Such
properties may be subject to prior agreements or transfers and title may be
affected by undetected defects. Impairment losses are recorded on mineral properties
used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount.
Recent Accounting Pronouncements
Leases (Topic 842). In February
2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard
establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU
asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either finance or
operating, with classification affecting the pattern of expense recognition in
the income statement. The new standard is effective for fiscal years beginning
after December 15, 2018, including interim periods within those fiscal years. A
modified retrospective transition approach is required for lessees for capital
and operating leases existing at, or entered into after, the beginning of the
earliest comparative period presented in the financial statements, with certain
practical expedients available.
The Company adopted the standard effective January 1,
2019. The standard allows a number of optional practical expedients to use for
transition. The Company choose the certain practical expedients allowed under
the transition guidance which permitted us to not to reassess any existing or
expired contracts to determine if they contain embedded leases, to not to
reassess our lease classification on existing leases, to account for lease and
non-lease components as a single lease component for equipment leases, and
whether initial direct costs previously capitalized would qualify for
capitalization under FASB ASC 842. The new standard also provides practical
expedients and recognition exemptions for an entity's ongoing accounting policy
elections. The Company has elected the short-term lease recognition for all
leases that qualify, which means that we do not recognize a ROU asset and lease
liability for any lease with a term of twelve months or less.
The most significant impact of adopting the standard was
the recognition of ROU assets and lease liabilities for operating leases on the
Company's consolidated balance sheet but it did not have an impact on the
Company's consolidated statements of operations or consolidated statements of
cash flows.
|
|
|
28 |
|
|
The Company did not have a cumulative effect on adoption
prior to January 1, 2019.
In August 2018, the FASB issued ASU 2018-13, Fair
Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement. The amendments in this Update
modify certain disclosure requirements of fair value measurements and are
effective for all entities for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2019. Early adoption is permitted.
The Company is currently unable to determine the impact on its financial
statements of the adoption of this new accounting pronouncement.
In June 2018, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting , which expands the scope of Topic 718 to include share-based
payment transactions for acquiring goods and services from nonemployees. An
entity should apply the requirements of Topic 718 to nonemployee awards except
for specific guidance on inputs to an option pricing model and the attribution
of cost (that is, the period of time over which share-based payment awards vest
and the pattern of cost recognition over that period). The new guidance is
effective for all entities for annual periods, and interim periods within those
annual periods, beginning after December 15, 2017, with early adoption
permitted. The Company does not expect the adoption of this ASU to have a
material impact on its consolidated financial statements.
In March 2018, the FASB issued ASU No. 2018-05, Income
Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin No. 118 . The amendment provides guidance on accounting
for the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities
to complete the accounting under ASC 740 within a one-year measurement period
from the Tax Act enactment date. This standard is effective upon issuance. The
Tax Act has several significant changes that impact all taxpayers, including a
transition tax, which is a one-time tax charge on accumulated, undistributed
foreign earnings. The calculation of accumulated foreign earnings requires an
analysis of each foreign entity’s financial results going back to 1986. The
Company does not expect the adoption of this ASU to have a material impact on
its consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02, Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income . The
guidance permits entities to reclassify tax effects stranded in Accumulated
Other Comprehensive Income as a result of tax reform to retained earnings. This
new guidance is effective for annual and interim periods in fiscal years
beginning after December 15, 2018. Early adoption is permitted in annual and
interim periods and can be applied retrospectively or in the period of
adoption. The Company is currently in the process of evaluating the impact of
adoption on its consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings
Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and
Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial
Instruments with Down Round Features; II. Replacement of the Indefinite
Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic
Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a
Scope Exception. Part I of this update addresses the complexity of
accounting for certain financial instruments with down round features. Down
round features are features of certain equity-linked instruments (or embedded
features) that result in the strike price being reduced on the basis of the
pricing of future equity offerings. Current accounting guidance creates cost
and complexity for entities that issue financial instruments (such as warrants
and convertible instruments) with down round features that require fair value
measurement of the entire instrument or conversion option. Part II of this
update addresses the difficulty of navigating Topic 480, Distinguishing
Liabilities from Equity, because of the existence of extensive pending
content in the FASB Accounting Standards Codification. This pending content is
the result of the indefinite deferral of accounting requirements about
mandatorily redeemable financial instruments of certain nonpublic entities and
certain mandatorily redeemable non-controlling interests. The amendments in
Part II of this update do not have an accounting effect. This ASU is effective
for fiscal years, and interim periods within those years, beginning after
December 15, 2018. The Company is currently unable to determine the impact on
its consolidated financial statements of the adoption of this new accounting
pronouncement.
|
|
|
29 |
|
|
In May 2017, the FASB issued ASU 2017-09, Compensation-Stock
Compensation (Topic 718): Scope of Modification Accounting , which
clarifies when a change to the terms or conditions of a share-based payment
award must be accounted for as a modification. The new guidance requires
modification accounting if the fair value, vesting condition or the
classification of the award is not the same immediately before and after a
change to the terms and conditions of the award. The new guidance is effective
for all entities for annual periods, and interim periods within those annual
periods, beginning after December 15, 2017, with early adoption permitted. The
Company does not expect the adoption of this ASU to have a material impact on
its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-4, Intangibles
– Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill
Impairment. This update simplifies how an entity is required to test
goodwill for impairment by eliminating Step 2 from the goodwill impairment
test. Step 2 measures a goodwill impairment loss by comparing the implied fair
value of a reporting unit's goodwill with the carrying amount of that goodwill.
Instead, under the amendments in this update, an entity should perform its
annual, or interim, goodwill impairment test by comparing the fair value of a
reporting unit with its carrying amount. An entity should recognize an
impairment charge for the amount by which the carrying amount exceeds the
reporting unit's fair value. An entity should apply the amendments in this
update on a prospective basis. An entity is required to disclose the nature of
and reason for the change in accounting principle upon transition. That
disclosure should be provided in the first annual period and in the interim
period within the first annual period when the entity initially adopts the
amendments in this update. A public business entity that is an SEC filer should
adopt the amendments in this Update for its annual or any interim goodwill
impairment tests in fiscal years beginning after December 15, 2019. The Company
is currently unable to determine the impact on its financial statements of the
adoption of this new accounting pronouncement.
In January 2017, the FASB issued ASU No. 2017-1, Business
Combinations (Topic 805): Clarifying the Definition of a Business. The
amendments in this update clarify the definition of a business with the
objective of adding guidance to assist entities with evaluating whether
transactions should be accounted for as acquisitions (or disposals) of assets
or businesses. The definition of a business affects many areas of accounting
including acquisitions, disposals, goodwill, and consolidation. The amendments
of this ASU are effective for public business entities for annual periods
beginning after December 15, 2018, and interim periods within annual periods
beginning after December 15, 2019. The amendments in this Update are to be
applied prospectively on or after the effective date. The Company is currently
unable to determine the impact on its financial statements of the adoption of
this new accounting pronouncement.
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
As a “smaller reporting company”, we are not required to
provide the information required by this Item.
Item 8. Financial
Statements and Supplementary Data
|
|
|
30 |
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Lithium
Corporation.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of
Lithium Corporation. (the Company) as of December 31, 2025 and 2024 the related
statements of operations, stockholders’ equity, and cash flows for each of the
two years in the period ended December 31, 2025, and the related notes
(collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2025 and 2024, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 2025, in conformity with accounting principles
generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has suffered a net loss from
operations and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern. Management’s plans regarding
those matters are discussed in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB .
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audit, we are required to
obtain an understanding of internal control over financial reporting, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion.
Our audit included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating
the accounting principles used and the significant estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe our audit provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter
arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of the critical audit matter does not alter in any
way our opinion on the financial statements, taken as a whole, and we are not,
by communicating the critical audit matter below, providing separate opinion on
the critical audit matter or on the accounts or disclosures to which it
relates.
Going Concern
Due to the net loss, negative cash flows from operations
for the year, and working capital deficiency, the Company evaluated the need
for a going concern listed in note 2.
Auditing management’s evaluation of a going concern can
be a significant judgment given the fact that the Company uses management
estimates on future expenses, which is not able to be easily substantiated.
We evaluated the appropriateness of the going concern, we
examined and evaluated the financial information along with management’s plans
to mitigate the going concern and management’s disclosure on going concern.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
We have served as the Company’s auditor since 2017
The Woodlands, TX
March 31, 2026
|
|
|
F-2 |
|
|
Balance Sheets
|
ASSETS |
||||||||
|
|
|
December 31,
2025 |
|
|
December 31,
2024 |
|
||
|
CURRENT ASSETS |
|
|
|
|
|
|
||
|
Cash |
|
$ |
2,481,204 |
|
|
$ |
3,065,858 |
|
|
Marketable
securities |
|
|
316,571 |
|
|
|
217,017 |
|
|
Deposits |
|
|
700 |
|
|
|
700 |
|
|
Prepaid expenses |
|
|
19,335 |
|
|
|
17,500 |
|
|
Total Current
Assets |
|
|
2,817,810 |
|
|
|
3,301,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment, net of
accumulated depreciation |
|
|
6,322 |
|
|
|
13,654 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
2,824,132 |
|
|
$ |
3,314,729 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES |
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
|
$ |
8,958 |
|
|
$ |
8,636 |
|
|
Accounts payable
and accrued liabilities - related party |
|
|
38,354 |
|
|
|
36,050 |
|
|
Allowance for
optioned properties |
|
|
2,361,990 |
|
|
|
2,361,990 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT
LIABILITIES |
|
|
2,409,302 |
|
|
|
2,406,676 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
2,409,302 |
|
|
|
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 |
|
|
8,950,963 |
|
|
|
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 |
|
|
(10,034,780 |
) |
|
|
(9,538,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' EQUITY |
|
|
414,830 |
|
|
|
908,053 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
$ |
2,824,132 |
|
|
$ |
3,314,729 |
|
The accompanying notes are an integral part of these financial statements.
|
|
|
F-3 |
|
|
Statements of Operations
|
|
|
Year Ended
December 31, 2025 |
|
|
Year Ended
December 31, 2024 |
|
||
|
|
|
|
|
|
|
|
||
|
REVENUE |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
75,269 |
|
|
|
58,453 |
|
|
Depreciation |
|
|
7,332 |
|
|
|
7,332 |
|
|
Exploration
expenses |
|
|
45,616 |
|
|
|
181,349 |
|
|
Consulting fees -
related party |
|
|
394,000 |
|
|
|
318,000 |
|
|
Consulting fees |
|
|
68,000 |
|
|
|
119,392 |
|
|
Transfer agent and
filing fees |
|
|
23,160 |
|
|
|
21,265 |
|
|
Travel |
|
|
10,653 |
|
|
|
19,587 |
|
|
General and
administrative expenses |
|
|
24,292 |
|
|
|
28,047 |
|
|
TOTAL OPERATING
EXPENSES |
|
|
648,322 |
|
|
|
753,425 |
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM
OPERATIONS |
|
|
(648,322 |
) |
|
|
(753,425 |
) |
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
(EXPENSES) |
|
|
|
|
|
|
|
|
|
Change in fair
value of marketable securities |
|
|
99,554 |
|
|
|
(285,953 |
) |
|
Other income |
|
|
52,967 |
|
|
|
74,781 |
|
|
TOTAL OTHER INCOME
(EXPENSE) |
|
|
152,521 |
|
|
|
(211,172 |
) |
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME
TAXES |
|
|
(495,801 |
) |
|
|
(964,597 |
) |
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR
INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
$ |
(495,801 |
) |
|
$ |
(964,597 |
) |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER
SHARE: BASIC AND DILUTED |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
117,892,441 |
|
|
|
117,892,441 |
|
The accompanying notes are an integral part of these financial statements.
|
|
|
F-4 |
|
|
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 |
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(964,597 |
) |
|
|
(964,597 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December
31, 2024 |
|
|
117,892,441 |
|
|
|
117,893 |
|
|
|
|
|
8,948,385 |
|
|
|
369,115 |
|
|
|
1,011,639 |
|
|
|
(9,538,979 |
) |
|
|
908,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
2,578 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,578 |
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(495,801 |
) |
|
|
(495,801 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December
31, 2025 |
|
|
117,892,441 |
|
|
$ |
117,893 |
|
|
|
|
$ |
8,950,963 |
|
|
$ |
369,115 |
|
|
$ |
1,011,639 |
|
|
$ |
(10,034,780 |
) |
|
$ |
414,830 |
|
The accompanying notes are an integral part of these financial statements.
|
|
|
F-5 |
|
|
Statements of Cash Flows
|
|
|
Year Ended December 31,
2025 |
|
|
Year Ended December 31,
2024 |
|
||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
|
Net income (loss)
for the period |
|
$ |
(495,801 |
) |
|
$ |
(964,597 |
) |
|
Adjustment to
reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
|
|
|
|
Change in fair
value of marketable securities |
|
|
(99,554 |
) |
|
|
285,953 |
|
|
Depreciation |
|
|
7,332 |
|
|
|
7,332 |
|
|
Stock based
compensation |
|
|
2,578 |
|
|
|
54,392 |
|
|
Loss (Gain) on
sale of marketable securities |
|
|
- |
|
|
|
- |
|
|
(Gain) on return
of mineral property |
|
|
- |
|
|
|
- |
|
|
Changes in assets
and liabilities: |
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in prepaid expenses |
|
|
(1,835 |
) |
|
|
5,350 |
|
|
Increase
(decrease) in accounts payable and accrued liabilities |
|
|
2,626 |
|
|
|
9,811 |
|
|
Net Cash (Used in)
Operating Activities |
|
|
(584,654 |
) |
|
|
(601,759 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in cash |
|
|
(584,654 |
) |
|
|
(601,759 |
) |
|
Cash, beginning of
period |
|
|
3,065,858 |
|
|
|
3,667,617 |
|
|
Cash, end of
period |
|
$ |
2,481,204 |
|
|
$ |
3,065,858 |
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH
FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
Cash paid for
interest |
|
$ |
- |
|
|
$ |
- |
|
|
Cash paid for
income taxes |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
NON CASH
TRANSACTIONS |
|
|
|
|
|
|
|
|
|
Marketable
securities received as consideration for mineral property |
|
$ |
- |
|
|
$ |
170,888 |
|
The accompanying notes are an integral part of these financial statements.
|
|
|
F-6 |
|
|
Notes to the Financial Statements
December 31, 2025
Note 1 - Summary of Significant Accounting Policies
Lithium Corporation (formerly Utalk Communications Inc.)
(the “Company”) was incorporated on January 30, 2007 under the laws of Nevada.
On September 30, 2009, Utalk Communications Inc. changed its name to Lithium
Corporation.
Nevada Lithium Corporation was incorporated on March 16,
2009 under the laws of Nevada under the name Lithium Corporation. On September
10, 2009, the Company amended its articles of incorporation to change its name
to Nevada Lithium Corporation. By agreement dated October 9, 2009 Nevada
Lithium Corporation and Lithium Corporation amalgamated as Lithium Corporation.
Lithium Corporation is engaged in the acquisition and development of certain
lithium interests in the state of Nevada, and battery or Tech metals prospects
in British Columbia and is currently in the exploration stage.
Accounting Basis
The Company uses the accrual basis of accounting and
accounting principles generally accepted in the United States of America
("GAAP" accounting). The Company has adopted a December 31 fiscal
year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and
short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. The Company
continually monitors its banking relationships and consequently has not
experienced any losses in such accounts. The Company believes it is not exposed
to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses
during the reporting period. Such estimates include the useful life of
equipment and inputs related to the calculation of the fair value of stock
options. Actual results could differ from those estimates.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 —
Revenue from Contracts with Customers. Under ASC 606, the Company recognizes
revenue from the commercial sales of products, licensing agreements and
contracts to perform pilot studies by applying the following steps: (1)
identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the
transaction price to each performance obligation in the contract; and (5)
recognize revenue when each performance obligation is satisfied. For the
comparative periods, revenue has not been adjusted and continues to be reported
under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when
the following criteria are met: (1) persuasive evidence of an arrangement
exists; (2) the performance of service has been rendered to a customer or
delivery has occurred; (3) the amount of fee to be paid by a customer is fixed
and determinable; and (4) the collectability of the fee is reasonably assured.
Research and Development
Research and development costs are expensed as incurred.
During the year ended December 31, 2025 and 2024, the Company did not have any
research and development costs.
Advertising Costs
Advertising costs are expensed as incurred. During the
year ended December 31, 2025 and 2024, the Company did not have any advertising
costs.
|
|
|
F-7 |
|
|
Income per Share
Basic income per share is computed by dividing loss
available to common shareholders by the weighted average number of common
shares outstanding during the period. The computation of diluted earnings per
share assumes the conversion, exercise or contingent issuance of securities
only when such conversion, exercise or issuance would have a dilutive effect on
earnings per share. The dilutive effect of convertible securities, represented
by 3,500,000 stock options outstanding, is excluded in diluted earnings per
share by application of the "if converted" method. In the periods in
which a loss is incurred, the effect of potential issuances of shares under
options and warrants would be anti-dilutive, and therefore basic and diluted
losses per share are the same. The Company did not have any dilutive securities
for the period ended December 31, 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.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment
Disclosures. The amended guidance requires incremental reportable segment
disclosures, primarily about significant segment expenses. The amendments also
require entities with a single reportable segment to provide all disclosures
required by these amendments, and all existing segment disclosures. The
amendments will be applied retrospectively to all prior periods presented in
the financial statements and is effective for fiscal years beginning after
December 15, 2023, and interim periods in fiscal years beginning after December
15, 2024, with early adoption permitted.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”)
was enacted in the U.S. The OBBBA includes significant provisions, such as
expensing of U.S. research expenditures and eligible capital expenditures, the
permanent extension of certain expiring provisions of the Tax Cuts and Jobs
Act, modifications to the international tax framework and the restoration of
favorable tax treatment for certain business provisions.
|
|
|
F-8 |
|
|
The Company does not expect that recent accounting
pronouncements or changes in accounting pronouncements during the year ended
December 31, 2025, are of significance or potential significance to the
Company.
Accounting Standards Issued, Not Adopted
In July 2025, the FASB issued ASU 2025-05, which provides
a practical expedient for estimating expected credit losses on short term
receivables and contract assets from revenue transactions. The guidance permits
a simplified loss rate approach based on historical write-off experience and
current conditions. This update is effective for fiscal years beginning after
December 15, 2025, and interim periods within those annual reporting periods.
Early adoption is permitted. The Company is evaluating the impact this update
will have on our annual disclosures; however, the Company does not anticipate a
material impact to our financial condition, results of operations, or cash
flows.
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 over 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. The Company is evaluating the impact this update will
have on our annual disclosures; however, the Company does not anticipate a
material impact to our financial condition, results of operations, or cash
flows.
Note 2 – Going Concern
As reflected in the accompanying financial statements,
the Company has used $584,654 (2024: $616,920) of cash in operations for the
year ended December 31, 2025. This raises substantial doubt about its ability
to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company’s ability to raise additional capital
and implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
Management believes that actions presently being taken to
obtain additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
Note 3 – Fair Value of Financial Instruments
Under FASB ASC 820-10-5, fair value is defined as the
price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date
(an exit price). The standard outlines a valuation framework and creates a fair
value hierarchy in order to increase the consistency and comparability of fair
value measurements and the related disclosures. Under GAAP, certain assets and
liabilities must be measured at fair value, and FASB ASC 820-10-50 details the
disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must
be measured under the new fair value standard. The Company’s financial assets
and liabilities are measured using inputs from the three levels of the fair
value hierarchy. The three levels are as follows:
The following schedule summarizes the valuation of
financial instruments at fair value on a recurring basis in the balance sheets
as of December 31, 2025 and December 31, 2024, respectively:
|
|
|
Fair Value
Measurements at December 31, 2025 |
|
|||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
|
Assets |
|
|
|
|
|
|
|
|
|
|||
|
Cash |
|
$ |
2,481,204 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Marketable
securities |
|
|
316,571 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
2,797,775 |
|
|
|
- |
|
|
|
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
$ |
2,797,775 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
Fair Value
Measurements at December 31, 2024 |
|
|||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
|
Assets |
|
|
|
|
|
|
|
|
|
|||
|
Cash |
|
$ |
3,065,858 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Marketable
securities |
|
|
217,017 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
3,282,875 |
|
|
|
- |
|
|
|
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
$ |
3,282,875 |
|
|
$ |
- |
|
|
$ |
- |
|
Note 4 – Marketable Securities
The Company owns marketable securities (common stock) as
outlined below:
|
Balance, December
31, 2024 |
|
$ |
217,017 |
|
|
Fair value
adjustment |
|
|
99,554 |
|
|
|
|
|
|
|
|
Balance, December
31, 2025 |
|
$ |
316,571 |
|
The Company classifies it’s marketable securities as
available for sale.
During the year ended December 31, 2025, the Company
received no common shares from a related party with a value of $Nil related to
the option of the Fish Lake Property.
During the year ended December 31, 2025, the Company
received no common shares from a related party with a value of $Nil related to
the option of the North Big Smoky Property.
Note 5 - Prepaid Expenses
Prepaid expenses consisted of the following at December
31, 2025 and December 31, 2024:
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
|
Professional fees |
|
$ |
- |
|
|
$ |
1,100 |
|
|
Other |
|
|
17,135 |
|
|
|
14,300 |
|
|
Transfer agent
fees |
|
|
2,200 |
|
|
|
2,200 |
|
|
Total prepaid
expenses |
|
$ |
19,335 |
|
|
$ |
17,500 |
|
|
|
||||||||
|
F-10 |
||||||||
|
|
||||||||
Note 6 - Capital Stock
The Company is authorized to issue 3,000,000,000 shares
of it $0.001 par value common stock.
Common Stock
During the year-ended December 31, 2024, the Company did
not issue any common shares.
During the year-ended December 31, 2025, the Company did
not issue any common shares.
Note 7 – Stock Options
On May 26, 2022, the Company granted 3,700,000 stock
options with an exercise price of $0.22, a term of 5 years and vest
immediately. These options were vested on the date of grant and resulted in
stock-based compensation of $696,397. Of the options granted, 1,600,000 were
granted to 4 related parties including officers and directors and 2,100,000
were granted to 15 consultants of the Company. Due to the continuing decline of
the company’s share price these options were repriced to $0.10 on January 24th 2023 (resulting in a stock based compensation expense of
$69,337), and again to $0.04 on Jan 11th 2024 (resulting in a stock based compensation expense of $34,827). As of
December 31, 2025 no stock options have been exercised, and none have been
exercised up to and including the date of this document. During the year-ended
December 31, 2024, 100,000 stock options were cancelled, and during the
year-ended December 31, 2025 a further 600,000 stock options were cancelled.
On January 4, 2024, the Company granted 500,000 stock
options with an exercise price of $0.04, a term of 5 years and vesting
immediately. These options were vested on the date of grant and resulted in
stock-based compensation of $19,565. Employee share options generally differ
from transferable share options in that employees cannot sell their share
options. Accordingly, FASB ASC Topic 718 required that when valuing an employee
share option under the Black Scholes Merton framework the fair value of the employee
share options be based on the share options expected term rather than the
contractual terms. During the year-ended December 31, 2025, these options were
cancelled.
The fair value of options granted during the years ended
December 31, 2024 were determined using the Black Scholes method with the
following assumptions. For options granted to employes, we use a plain vanilla
Black-Scholes calculation to calculate fair value with standard market inputs.
|
|
|
Year-ended
December 31, 2024 |
|
|
|
Risk free interest
rate |
|
4.0%-4.1% |
|
|
|
Stock volatility
factor |
|
90%-98% |
|
|
|
Weighted average
expected life of options |
|
3.4-5 years |
|
|
|
Expected dividend
yield |
|
|
0 |
% |
A summary of the Company’s stock option activity and
related information follows:
|
|
|
Year Ended
December 31, 2025 |
|
|
Year Ended
December 31, 2024 |
|
||||||||||
|
|
|
Options |
|
|
Weighted
Average Exercise Price |
|
|
Options |
|
|
Weighted
Average Exercise Price |
|
||||
|
Outstanding,
beginning of period |
|
|
4,100,000 |
|
|
$ |
0.04 |
|
|
|
3,700,000 |
|
|
$ |
0.10 |
|
|
Granted |
|
|
- |
|
|
|
0.04 |
|
|
|
500,000 |
|
|
|
0.04 |
|
|
Cancelled |
|
|
(600,000 |
) |
|
|
0.04 |
|
|
|
(100,000 |
) |
|
|
0.04 |
|
|
Repricing |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end
of period |
|
|
3,500,000 |
|
|
$ |
0.04 |
|
|
|
4,100,000 |
|
|
$ |
0.04 |
|
|
|
|
F-11 |
|
|
As of December 31, 2025, the intrinsic value of the stock
options was approximately $0. Stock option expense for the year ended December
31, 2025 was $Nil (2024: $54,392). As at December 31, 2025, 3,500,000 are
exercisable (December 31, 2024: 4,100,000).
The following table summarizes the stock options
outstanding at December 31, 2025:
|
Issue Date |
|
Number |
|
|
Price |
|
|
Expiry Date |
|
Outstanding
at December 31,
2025 |
|
|
Weighted
Average Remaining Contractual Life (in years) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
May 26, 2022 |
|
|
3,500,000 |
|
|
$ |
0.04 |
|
|
May 26, 2027 |
|
|
3,500,000 |
|
|
|
1.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,500,000 |
|
|
|
|
|
|
|
|
|
3,500,000 |
|
|
|
|
|
Note 8 – Mineral Properties
Fish Lake Valley
On October 12, 2021 we signed an earn in agreement with
Morella Corporation (formerly Altura Mining Limited) an Australian Lithium
explorer and developer, and related party, 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 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 amended the original October 12, 2021
agreement and assigned 100% interest in the southern and more eastern portions
of the property to Morella Corporation, 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 (being October 12, 2025). As of
December 31, 2025, the Company has not received payments related to the 4th anniversary payment but expects to receive them and, as
such, the amended agreement is considered in good standing by both parties. The
Company would retain a 100% interest in the northern portions of the property.
The Letter of Intent was signed with a purchaser that has
a common director as the Company.
North Big Smoky
On July 16, 2022 our Company entered into an earn in
agreement with Morella Corporation, an Australian Lithium explorer and
developer, and related party, whereby Morella Corporation 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 amended the original July 16, 2022
agreement and assigned 100% interest in the property to Morella Corporation,
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 (being July 16, 2025). As of December 31, 2025, the Company
has not received any shares related to the 3rd anniversary payment but expects to receive them and, as such, the amended
agreement is considered in good standing by both parties.
The Letter of Intent was signed with a purchaser that has
a common director as the Company.
|
|
|
F-12 |
|
|
Note 9 – Allowance for Optioned Properties
Fish Lake Valley
On October 12, 2021 we signed an agreement with Morella
Corporation, an Australian Lithium explorer and developer, and related entity
whereby Morella Corporation can earn a 60% interest in the Fish Lake Valley
property by paying the Company $675,000, issuing the equivalent of $500,000
worth of Morella stock, and expending $2,000,000 of exploration work in the
next four years.
As of December 31, 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 amended the original October 12, 2021
agreement and assigned 100% interest in the southern and more eastern portions
of the property to Morella Corporation, 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 (being October 12, 2025). As of
December 31, 2025, the Company has not received payments related to the 4th anniversary payment but expects to receive them and, as
such, the amended agreement is considered in good standing by both parties. 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.
North Big Smoky
On July 16, 2022 our Company entered into an earn in
agreement with Morella Corporation, an Australian Lithium explorer and
developer, and related party, whereby Morella Corporation 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.
As of December 31, 2025, Morella Corporation has paid
$65,000 and our company has received 5,099,650 common shares with a fair value
of $294,884. The Company recorded $359,884 as a liability against the property
until either the purchaser returns the property to the Company or the purchaser
has met all the obligations associated with the agreement, at which time the
liability will be charged to the statement of operations.
By letter agreement dated September 5th, 2025 the Company amended the original July 16, 2022
agreement and assigned 100% interest in the property to Morella Corporation,
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 (being July 16, 2025). As of December 31, 2025, the Company
has not received any shares related to the 3rd anniversary payment but expects to receive them and, as such, the amended
agreement is considered in good standing by both parties.
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 $394,000
to related parties and non-cash stock option compensation expenses of $Nil to
related parties for the year ended December 31, 2025, respectively (2024:
$318,000 and $Nil).
The Company paid rent fees totaling $6,000 to related
parties for the year ended December 31, 2025 (2024: $6,000).
As at December 31, 2025, the Company had $38,354 owing to
related parties.
|
|
|
F-13 |
|
|
During the year ended December 31, 2025, the company
received $Nil (2023: $Nil) in distributions from Summa, LLC, a Limited
Liability Corporation with some shared management. The Company holds a 25%
investment in Summa LLC. The investment was written off in 2016 as there was
significant doubt about the fair value of the investment in the period.
During the year ended December 31, 2025, the Company
received no common shares 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, 2024: 4,027,983 common shares with a fair value of
$85,444). See notes 4, 8 and 9.
During the year ended December 31, 2025, the Company
received no common shares from a related party through common directors in
relation to the agreement signed in relation to the Fish Lake property
(December 31, 2024: 4,027,983 common shares with a fair value of $85,444). See
note 4, 8 and 9.
Note 11 – Income Taxes
As of December 31, 2025, the Company had net operating
loss carry forwards of approximately $10,135,698 that may be available to
reduce future years' taxable income in varying amounts through 2034. Future tax
benefits which may arise as a result of these losses have not been recognized
in these financial statements, as their realization is determined not likely to
occur and accordingly, the Company has recorded a valuation allowance for the
deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the
following for the years ended December 31, 2025 and 2024:
|
|
|
2025 |
|
|
2024 |
|
||
|
Federal income tax benefit attributable to: |
|
|
|
|
|
|
||
|
Current operations |
|
$ |
104,118 |
|
|
$ |
202,565 |
|
|
Less: valuation
allowance |
|
|
(104,118 |
) |
|
|
(202,565 |
) |
|
Net provision for
Federal income taxes |
|
$ |
- |
|
|
$ |
- |
|
The cumulative tax effect at the expected rate of 21%
(2024: 21%) of significant items comprising our net deferred tax amount is as
follows at December 31, 2025 and 2024:
|
|
|
December 31,
2025 |
|
|
December 31,
2024 |
|
||
|
Deferred tax asset attributable to: |
|
|
|
|
|
|
||
|
Net operating loss
carryover |
|
$ |
2,128,362 |
|
|
$ |
2,024,244 |
|
|
Less: valuation
allowance |
|
|
(2,128,362 |
) |
|
|
(2,024,244 |
) |
|
Net deferred tax
asset |
|
$ |
- |
|
|
$ |
- |
|
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards of approximately
$10,034,000 for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur net operating loss carry
forwards may be limited as to use in future years.
|
|
|
F-14 |
|
|
Note 12 – Commitments and Contingencies
On July 1, 2021, the Company signed a rental agreement
with a related party for office and storage space. The rental agreement is on a
month-to-month basis for a monthly fee of $500 with no escalating payments. As
the Company cannot determine the amount of time it will stay in the lease then
a lease period cannot be determined and, as such, the agreement does not fall
under ASC 842.
From time to time, we may be involved in routine legal
proceedings, as well as demands, claims and threatened litigation that arise in
the normal course of our business. The ultimate amount of liability, if any,
for any claims of any type (either alone or in the aggregate) may materially
and adversely affect our financial condition, results of operations and
liquidity. In addition, the ultimate outcome of any litigation is uncertain.
Any outcome, whether favorable or unfavorable, may materially and adversely
affect us due to legal costs and expenses, diversion of management attention
and other factors. We expense legal costs in the period incurred. We cannot
assure you that additional contingencies of a legal nature or contingencies
having legal aspects will not be asserted against us in the future, and these
matters could relate to prior, current or future transactions or events. As of
December 31, 2025, there were no pending or threatened litigation against the
Company.
Note 13 – Segment Information
The Company operates as a single reporting segment
engaged in the exploration of its properties. The Chief Operating Decision
Makers are the Company's Chief Executive Officer (“CODM”) who evaluates company
performance based on net income (loss), determined in accordance with U.S.
GAAP, and other non-financial measures to determine the economic viability of
the Company’s exploration properties. Segment assets are reported on the
balance sheet as total assets. The CODM uses the above measures to assess
profitability and guide resource allocations
The CODM conducts monthly financial reviews, focusing on
operational efficiency across the Company's operations. Investment decisions,
including capital expenditures for exploration and property acquisitions, are
made based on expected return on investment and regulatory considerations in
the jurisdictions that the Company operates.
The following represents segment information for the
Company’s single operating segment, for the periods presented:
|
|
|
Year Ended December 31, 2025 |
|
|
|
Revenue |
|
$ |
- |
|
|
|
|
|
|
|
|
Professional fees |
|
|
75,269 |
|
|
Depreciation |
|
|
7,332 |
|
|
Exploration |
|
|
45,616 |
|
|
Consulting |
|
|
462,000 |
|
|
Transfer agent and filing fees |
|
|
23,160 |
|
|
Travel |
|
|
10,653 |
|
|
General and administrative |
|
|
24,292 |
|
|
Other items |
|
|
(152,521 |
) |
|
|
|
|
|
|
|
Loss |
|
$ |
495,801 |
|
Note 14 – Subsequent Events
The Company has analyzed its operations subsequent to
December 31, 2025 through the date these financial statements were issued, and
has determined that it does not have any material subsequent events to
disclose.
|
|
|
F-15 |
|
|
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting
principles or practices, financial statement disclosure, internal controls or
auditing scope or procedure during the two fiscal years and interim periods.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We have established disclosure controls and procedures to
ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to the officers who certify the
Company’s financial reports and to other members of senior management and the
Board of Directors.
Based on their evaluation, the Company’s principal
executive and principal financial officers have concluded that the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) were ineffective as of December 31,
2025 to ensure that the information required to be disclosed by the Company in
the reports that it files or submits under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in the SEC rules and forms. Our officers also concluded that our
disclosure controls and procedures are ineffective to ensure that information
required to be disclosed in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and principal financial officers to allow timely decisions
regarding required disclosure.
Management’s Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with management’s
authorization and recorded properly to permit the preparation of financial
statements in conformity with accounting principles generally accepted in the
United States. Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2025 In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control-Integrated Framework, as published in 1992.
Management, with the participation of the Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2025. In making
this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) 2013 Framework in
Internal Control — Integrated Framework. Based on this evaluation, management,
with the participation of the Chief Executive Officer and Chief Financial
Officer, concluded that, as of December 31, 2025, our internal control over
financial reporting was ineffective.
A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of our company’s annual
or interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over
financial reporting as of December 31, 2025, our management determined that
there were control deficiencies that constituted material weaknesses, as
described below:
Our management reviewed the results of its assessment
with our Board of Directors. Notwithstanding the existence of these
material weaknesses in our internal control over financial reporting, our
management believes that the financial statements included in its reports
fairly present in all material respects our company’s financial condition,
results of operations and cash flows for the periods presented.
This annual report does not include an attestation report
of our company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by
our company’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit our company to provide only
management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper
management override. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements on a timely basis,
however these inherent limitations are known features of the financial
reporting process and it is possible to design into the process safeguards to
reduce, though not eliminate, this risk. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over
financial reporting that occurred during the year ended December 31, 2025 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.
None.
|
|
|
32 |
|
|
PART III
Item 10. Directors,
Executive Officers and Corporate Governance
All directors of our company hold office until the next
annual meeting of the security holders or until their successors have been
elected and qualified. The officers of our company are appointed by our board
of directors and hold office until their death, resignation or removal from
office. Our directors and executive officers, their ages, positions held, and
duration as such, are as follows:
|
Name |
Position Held with the
Company |
Age |
Date First
Elected or Appointed |
|
Tom Lewis |
President, Treasurer, Secretary and Director |
71 |
August 25, 2009 |
|
James Brown |
Director |
62 |
December 19, 2012 |
|
Brian Goss |
Director |
47 |
May 30, 2014 |
Business Experience
The following is a brief account of the education and
business experience during at least the past five years of each director,
executive officer and key employee of our company, indicating the person’s
principal occupation during that period, and the name and principal business of
the organization in which such occupation and employment were carried out.
Tom Lewis – President, Secretary, Treasurer, Director
Tom Lewis acted as president, treasurer, secretary and
director of our company since August 25, 2009. Mr. Lewis resigned as president,
treasurer and secretary of our company on August 13, 2014 and resumed the
positions of President, Chief Financial Officer and Treasurer on February 7,
2017 Mr. Lewis has more than 38 years’ experience in the oil and gas and
mineral exploration industries. He has held various positions including project
geologist, project manager, senior project geologist, and vice president
exploration. He also was an integral member of the development team that
explored, and developed the Cortez Hills deposit, and as Project Geologist
drilled the first holes into the Goldrush Deposit in Crescent Valley Nevada.
In 1974, Mr. Lewis started his career in the oil fields,
and worked in the geophysical, and drilling industries until 1981, when he
became a petroleum landman for Westburne Petroleum & Minerals. While there
he was responsible for the acquisition and disposition of interests and
maintaining title to petroleum lands in various locales in the United States,
and Western Canada. In 1989, he started his own business as a consulting
geologist and has worked in numerous locations over the past 30 years, including
the United States, Mexico, Canada, Portugal, Chile, Africa, India and Honduras.
Some of the positions he held include: working with Teck Cominco in 1996
evaluating and exploring precious metal deposits in Southern Mexico; project
manager on the Farim phosphate deposit for Champion Resources in Guinea Bissau,
West Africa in 1998; project geologist in 2001 and 2002 for Crystal Graphite
Corporation, project geologist on the Midway Gold project in Tonopah, Nevada,
followed by two years as senior geologist at the Cortez Joint Venture in
Crescent Valley, Nevada. By August 2005 he was named vice president of
exploration in Portugal for St. Elias Mines, working on the Jales project, and
developing grass roots projects in Nevada. Following his experience in Portugal
and Nevada he consulted to Selkirk Metals, New World Resource Corp. and Kinross
Gold USA.
James Brown - Director
James Brown has acted as a director of our company since
December 19, 2012. Mr. Brown is a mining engineer with more than 30 years’
experience in the coal mining and exploration industry in Australia and
Indonesia, including 22 years at Australian based coal producer New Hope
Corporation. During this time he has held positions from front line mine
planning and supervision, land acquisition, government approvals and mine and
business development. Mr. Brown is also the managing director of Morella
Corporation (ASX:1MC, OTC-QB:altaf) -(formerly Altura Mining Limited) an
Australian listed company presently focused primarily on developing the Fish
Lake Valley lithium-in-brine deposit. James is a member of the Australian
Institute of Company Directors (MAICD). James was recently also the acting
Managing Director of Sayona Mining an Australian lithium miner who merged with
Piedmont Lithium to create Elevra Lithium Limited (NASDAQ: ELVR), which is
currently operating the North American Lithium mine in Quebec.
|
|
|
33 |
|
|
Brian Goss –Director
Brian Goss has been a director of our company since May
30, 2014. Mr. Goss was appointed president, treasurer, secretary and director
of our company on August 13, 2014, and resigned those positions on February 7.
2017. Mr. Goss also served as president, chief executive officer, chief
financial officer, treasurer and a director of Graphite Corp. July 9, 2012
through August 12, 2014. Brian graduated from Wayne State University with a
Bachelor of Science Degree in Geology in 2003. After work in Michigan’s Upper
Peninsula after graduation Mr. Goss moved to Northeast Nevada to explore for
Carlin Type gold deposits. From 2004-2007, he worked as a staff geologist for
Cameco Corporation, and subsequently in its spin out company, Centerra Gold
Inc., on the REN deposit where the exploration team drilled deep exploration
holes using pre-collars with core tails to contribute to the expansion of the
+1 million ounce gold deposit that was subsequently taken over by Barrick Gold.
Mr. Goss also held several other project geologist positions before founding
Rangefront Geological in early 2008. Mr. Goss has built Rangefront into a
premier geological services company that caters to a large spectrum of clients
in the mining and minerals exploration industries, and also is a director and
officer of several publicly listed companies. During 2025 Brian served as the
Company’s VP of Exploration, focusing primarily on Lithium generative
activities in the Great Basin.
Employment Agreements
We have no formal employment agreements with any of our
directors or officers.
Family Relationships
There are no family relationships between any of our
directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or
executive officers has, during the past ten years:
Compliance with Section 16(A) of the Securities Exchange
Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the SEC
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of our shares of common stock and
other equity securities, on Forms 3, 4 and 5, respectively. Executive officers,
directors and greater than 10% shareholders are required by the SEC regulations
to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms
received by our company, or written representations from certain reporting
persons that no Form 5s were required for those persons, we believe that,
during the fiscal year ended December 31, 2025, all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners as
well as our officers, directors and greater than 10% beneficial owners of our
subsidiaries were complied with, with the exception of the following:
|
Name |
Number of
Late Reports |
Number of Transactions
Not Reported on a
Timely Basis |
Failure to
File Requested
Forms |
|
Brian Goss(1) |
1 |
1 |
0 |
|
|
|
|
|
|
(1) |
The insider was late filing a Form 4, Statement of
Changes of Beneficial Ownership. |
Code of Ethics
Effective March 25, 2011, our company’s board of
directors adopted a Code of Business Conduct and Ethics that applies to, among
other persons, our company’s principal executive officer and our principal
financial and accounting officer, as well as persons performing similar
functions. As adopted, our Code of Business Conduct and Ethics sets forth
written standards that are designed to deter wrongdoing and to promote:
|
|
1. |
honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships; |
|
|
|
|
|
|
2. |
full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to, the SEC
and in other public communications made by us; |
|
|
|
|
|
|
3. |
compliance with applicable governmental laws, rules and
regulations; |
|
|
|
|
|
|
4. |
the prompt internal reporting of violations of the Code
of Business Conduct and Ethics to an appropriate person or persons identified
in the Code of Business Conduct and Ethics; and |
|
|
|
|
|
|
5. |
accountability for adherence to the Code of Business
Conduct and Ethics. |
|
|
|
|
Our Code of Business Conduct and Ethics requires, among
other things, that all of our company’s personnel shall be accorded full access
to our president and secretary with respect to any matter which may arise
relating to the Code of Business Conduct and Ethics. Further, all of our
company’s personnel are to be accorded full access to our company’s board of
directors if any such matter involves an alleged breach of the Code of Business
Conduct and Ethics by our president or secretary.
|
|
|
35 |
|
|
In addition, our Code of Business Conduct and Ethics
emphasizes that all employees, and particularly managers and/or supervisors,
have a responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our company’s president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of
our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was attached as
an exhibit to our annual report filed on Form 10-K with the SEC on April 15,
2013. We will provide a copy of the Code of Business Conduct and Ethics to any
person without charge, upon request. Requests can be sent to: Lithium
Corporation, 1031 Railroad St, Suite 102B., Elko, Nevada 89801.
Board and Committee Meetings
Our board of directors held no formal meetings during the
year ended December 31, 2025. All proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions
consented to in writing by the directors entitled to vote on that resolution at
a meeting of the directors are, according to the Nevada General Corporate Law
and our Bylaws, as valid and effective as if they had been passed at a meeting
of the directors duly called and held.
Nomination Process
As of December 31, 2025, we did not effect any material
changes to the procedures by which our shareholders may recommend nominees to
our board of directors. Our board of directors does not have a policy with
regards to the consideration of any director candidates recommended by our
shareholders. Our board of directors has determined that it is in the best
position to evaluate our company’s requirements as well as the qualifications
of each candidate when the board considers a nominee for a position on our
board of directors. If shareholders wish to recommend candidates directly to
our board, they may do so by sending communications to the president of our
company at the address on the cover of this annual report.
Audit Committee
Currently our audit committee consists of our entire
board of directors. We do not have a standing audit committee as we currently
have limited working capital and no revenues. Should we be able to raise
sufficient funding to execute our business plan, we will form an audit,
compensation committee and other applicable committees utilizing our directors’
expertise.
Audit Committee Financial Expert
Currently our audit committee consists of our entire
board of directors. We do not currently have a director who is qualified to act
as the head of the audit committee.
|
|
|
36 |
|
|
Item 11. Executive Compensation
The particulars of the compensation paid to the following
persons:
|
|
(a) |
our principal executive officer; |
||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
|
|
(b) |
each of our two most highly compensated executive
officers who were serving as executive officers at the end of the years ended
December 31, 2025 and 2024; and |
||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
|
|
(c) |
up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual was
not serving as our executive officer at the end of the years ended December
31, 2025 and 2024, who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year: |
||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
|
Name and Principal
Position |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
Stock Awards ($) |
|
Option Awards ($) |
|
|
Non-Equity
Incentive Plan Compensation ($) |
|
Change in
Pension Value and
Nonqualified Deferred Compensation Earnings ($) |
|
All Other
Compensation ($) |
|
|
Total ($) |
|
|||||
|
Tom Lewis(1) |
|
2025 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
|
Nil |
|
Nil |
|
|
300,000 |
(2) |
|
|
300,000 |
|
|||
|
President,
Treasurer,Secretary, and Director |
|
2024 |
|
Nil |
|
Nil |
|
Nil |
|
|
16,555 |
|
|
Nil |
|
Nil |
|
|
270,000 |
|
|
|
286,555 |
(2) |
||
|
Brian Goss(3) |
|
2025 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
|
Nil |
|
Nil |
|
|
94,000 |
|
|
|
94,000 |
|
|||
|
Director, Former
President, Treasurer, Secretary |
|
2024 |
|
Nil |
|
Nil |
|
Nil |
|
|
16,555 |
|
|
Nil |
|
Nil |
|
|
48,000 |
|
|
|
64,555 |
|
||
|
|
|
|
||||||||||||||||||||||||
|
|
(1) |
Tom Lewis acted as president, treasurer, secretary and
director of our company since August 25, 2009. Mr. Lewis resigned as
president, treasurer and secretary of our company on August 13, 2014. Mr.
Lewis resumed his positions of President, Chief Financial Officer and
Treasurer on February 7, 2017 |
||||||||||||||||||||||||
|
|
(2) |
Mr. Lewis provides consulting services to our company
as needed in relation to administration, project generation, and exploration
of our company’s properties. |
||||||||||||||||||||||||
|
|
(3) |
Mr. Goss has acted as a director of our company since
May 30, 2014 and served as president, treasurer and secretary of our company
from August 13, 2014 until February 7, 2017, and since September 14, 2021 is
our Vice President of Business Development. |
||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers.
Our directors and executive officers may receive share options at the
discretion of our board of directors in the future. We do not have any material
bonus or profit sharing plans pursuant to which cash or non-cash compensation
is or may be paid to our directors or executive officers, except that share
options may be granted at the discretion of our board of directors.
|
|
|
37 |
|
|
2021 Grants of Plan-Based Awards
None.
Outstanding Equity Awards at Fiscal Year End
None.
Option Exercises and Stock Vested
None.
Compensation of Directors
We do not have any agreements for compensating our
directors for their services in their capacity as directors, although such
directors are expected in the future to receive stock options to purchase
shares of our common stock as awarded by our board of directors.
The following table sets forth a summary of the
compensation paid to our non-employee directors in 2025:
|
DIRECTOR
COMPENSATION |
||||||||||||||||||||
|
Name |
|
Fees Earned or Paid in Cash ($) |
|
|
Stock Awards ($) |
|
Option Awards ($) |
|
|
Non-Equity Incentive Plan Compensation ($) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
All Other Compensation ($) |
|
Total ($) |
|
|||
|
Tom Lewis(1) |
|
|
270,000 |
|
|
Nil |
|
|
16,555 |
|
|
Nil |
|
Nil |
|
Nil |
|
|
286,555 |
|
|
James Brown(2) |
|
Nil |
|
|
Nil |
|
|
16,555 |
|
|
Nil |
|
Nil |
|
Nil |
|
|
16,555 |
|
|
|
Brian Goss(3) |
|
|
48,000 |
|
|
Nil |
|
|
16,555 |
|
|
Nil |
|
Nil |
|
Nil |
|
|
16,555 |
|
|
|
(1) |
Tom Lewis acted as president, treasurer, secretary and
director of our company since August 25, 2009. Mr. Lewis resigned as
president, treasurer and secretary of our company on August 13, 2014. Mr.
Lewis resumed his positions as president, Chief Financial Officer and
treasurer on February 7, 2017. |
|
|
(2) |
James Brown was appointed as a director of our company
on December 19, 2012. |
|
|
(4) |
Brian Goss has acted as a director of our company since
May 30, 2014. Mr. Goss was appointed as president, treasurer and secretary of
our company on August 13, 2014. Mr. Goss resigned as president, treasurer and
secretary on February 7, 2017, and since September 14, 2021 is our Vice
President of Business Development. |
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers. We
have no material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of the board of
directors or a committee thereof.
|
|
|
38 |
|
|
Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management
None of our directors or executive officers or any
associate or affiliate of our company during the last two fiscal years, is or
has been indebted to our company by way of guarantee, support agreement, letter
of credit or other similar agreement or understanding currently outstanding.
The following table sets forth, as of March 31, 2025,
certain information with respect to the beneficial ownership of our common
shares by each shareholder known by us to be the beneficial owner of more than
5% of our common shares, as well as by each of our current directors and
executive officers as a group. Each person has sole voting and investment power
with respect to the shares of common stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of common stock,
except as otherwise indicated.
|
Name and Address of Beneficial Owner |
Amount and
Nature of Beneficial
Ownership |
Percentage of Class(1) |
|
Tom Lewis(2) PO Box 2053 Richland, WA 99352 |
5,000,000 Common Shares 500,000 Stock Options |
4.24% 0.42% |
|
James Brown(3) Apartment Pearl Garden, Unit
No. Wp00606 Jl. Jen. Gatot Subroto Kav 5-7 Jakarta 12930 Indonesia |
Nil Common Shares 500,000 Stock Options |
0% 0.42% |
|
Brian Goss(4) 1031 Railroad Street Suite 102B Elko, NV 89801 |
Nil Common Shares 500,000 Stock Options |
0% 0.42% |
|
Directors and Executive
Officers as a Group |
5,000,000 Common Shares 1,500,000 Stock Options(5) |
4.24% 1.26% |
|
Altura Lithium Pty. Ltd. P.O. Box 4088 Springfield, Qld., 4300 Australia |
9,989,076 Common Shares |
8.47% |
|
|
|
|
|
Shareholders Holding Over 5% |
9,989,076 Common Shares |
12.61% |
|
|
(1) |
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition, shares
are deemed to be beneficially owned by a person if the person has the right
to acquire the shares (for example, upon exercise of an option) within 60
days of the date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person’s actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on March
31, 2026. As of March 31, 2026 there were 117,892,441 shares of our company’s
common stock issued and outstanding. |
|
|
(2) |
Tom Lewis acted as president, treasurer, secretary and
director of our company since August 25, 2009. Mr. Lewis resigned as
president, treasurer and secretary of our company on August 13, 2014. Mr.
Lewis resumed his positions as president, Chief Financial Officer and
treasurer on February 7, 2017. |
|
|
(3) |
James Brown was appointed as a director of our company
on December 19, 2012. |
|
|
(4) |
Mr. Goss has acted as a director of our company since
May 30, 2014 and was appointed as president, treasurer and secretary of our
company on August 13, 2014. Mr. Goss resigned as president, treasurer and
secretary on February 7, 2017, but remained as a director of our company, and
is currently VP of Corporate Development. |
|
|
(5) |
Stock options are exercisable at $0.04 per option and
expire on May 26, 2027. |
|
|
|
39 |
|
|
Changes in Control
We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or
prevent a change in control of our company.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
Except as disclosed herein, no director, executive
officer, shareholder holding at least 5% of shares of our common stock, or any
family member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended December 31, 2025, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year-end for
the last three completed fiscal years.
Director Independence
We currently act with three directors, consisting of Tom
Lewis, James Brown and Brian Goss.
We have determined that James Brown is an independent
director, as that term is used in Rule 4200(a)(15) of the Rules of National
Association of Securities Dealers.
Currently our audit committee consists of our entire
board of directors. We currently do not have nominating, compensation
committees or committees performing similar functions. There has not been any
defined policy or procedure requirements for shareholders to submit
recommendations or nomination for directors.
From inception to present date, we believe that the
members of our audit committee and the board of directors have been and are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed
fiscal year ended December 31, 2025 and for fiscal year ended December 31, 2025
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided
by the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:
|
|
|
Year Ended |
|
|||||
|
|
|
December 31,
2025 |
|
|
December 31,
2024 |
|
||
|
Audit Fees |
|
$ |
20,000 |
|
|
$ |
14,500 |
|
|
Audit Related Fees |
|
Nil |
|
|
Nil |
|
||
|
Tax Fees |
|
$ |
3,500 |
|
|
$ |
2,500 |
|
|
All Other Fees |
|
$ |
16,500 |
|
|
$ |
15,400 |
|
|
Total |
|
$ |
42,500 |
|
|
$ |
32,400 |
|
Our board of directors pre-approves all services provided
by our independent auditors. All of the above services and fees were reviewed
and approved by the board of directors either before or after the respective
services were rendered.
Our board of directors has considered the nature and
amount of fees billed by our independent auditors and believes that the
provision of services for activities unrelated to the audit is compatible with
maintaining our independent auditors’ independence.
|
|
|
40 |
|
|
PART IV
Item 15. Exhibits,
Financial Statement Schedules
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
|
LITHIUM
CORPORATION |
|
|
|
|
(Registrant) |
|
|
Dated: March 31, 2026 |
|
/s/ Tom Lewis |
|
|
|
|
Tom Lewis |
|
|
|
|
President, Chief Financial Officer, Treasurer,
Secretary and Director |
|
|
|
|
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
|
Dated: March 31, 2026 |
|
/s/ Tom Lewis |
|
|
|
|
Tom Lewis |
|
|
|
|
President, Chief Financial Officer, Treasurer,
Secretary and Director |
|
|
|
|
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
Dated: March 31, 2026 |
|
/s/ Brian Goss |
|
|
|
|
Brian Goss |
|
|
|
|
Director |
|
|
|
|
|
|
|
Dated: March 31, 2026 |
|
/s/ James Brown |
|
|
|
|
James Brown |
|
|
|
|
Director |
|
|
|
|
42 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, certify that:
|
1. |
I have reviewed this Annual Report on Form 10-K of
Lithium Corporation |
|
|
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
|
4. |
I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have: |
|
|
a. |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared; |
|
|
|
|
|
|
b. |
Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
|
|
c. |
Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
|
|
|
|
d. |
Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting; and |
|
5. |
I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions): |
|
|
a. |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and |
|
|
|
|
|
|
b. |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting. |
|
Date: March 31, 2026 |
|
|
|
|
|
/s/Tom Lewis |
|
|
Tom Lewis President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
|
|
(1) |
the Annual Report on Form 10-K of Lithium Corporation
for the year ended December 31, 2025 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and |
|
|
|
|
|
|
(2) |
the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of Lithium Corporation |
|
Dated: March 31, 2026 |
|
|
|
|
|
|
|
|
/s/Tom Lewis |
|
|
|
Tom Lewis |
|
|
|
President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, and Director |
|
|
|
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) |
|
|
|
Lithium Corporation |
|
A signed original of this written statement required by
Section 906, or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the electronic version
of this written statement required by Section 906, has been provided to Lithium
Corporation and will be retained by Lithium Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.