LTUM 10-Q
Lithium Corp (LTUM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
Or
For the transition period from ________________to ________________
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of exchange on which registered |
|
|
|
|
|
|
| N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
LITHIUM CORPORATION
FORM 10-Q
TABLE OF CONTENTS
3 | ||||
3 | ||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | |||
31 | ||||
31 | ||||
32 | ||||
32 | ||||
32 | ||||
32 | ||||
32 | ||||
32 | ||||
32 | ||||
33 | ||||
| ||||
34 |
| |||
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three month period ended March 31, 2026 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
LITHIUM Corporation | ||||||||
Balance Sheets | ||||||||
|
|
|
|
| ||||
ASSETS | ||||||||
|
| March 31, 2026 (unaudited) |
|
| December 31, 2025 |
| ||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Marketable securities |
|
|
|
|
|
| ||
Deposits |
|
|
|
|
|
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Total Current Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
Equipment, net of accumulated depreciation |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Accounts payable and accrued liabilities - related party |
|
|
|
|
|
| ||
Allowance for optioned properties |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Common stock, |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Additional paid in capital - options |
|
|
|
|
|
| ||
Additional paid in capital - warrants |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
| Table of Contents |
LITHIUM Corporation | ||||||||
Statements of Operations | ||||||||
|
| Three Months Ended March 31, 2026 (unaudited) |
|
| Three Months Ended March 31, 2025 (unaudited) |
| ||
|
|
|
|
|
|
| ||
REVENUE |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Professional fees |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Exploration expenses |
|
|
|
|
|
| ||
Consulting fees - related party |
|
|
|
|
|
| ||
Consulting fees |
|
|
|
|
|
| ||
Transfer agent and filing fees |
|
|
|
|
|
| ||
Travel |
|
|
|
|
|
| ||
General and administrative expenses |
|
|
|
|
|
| ||
TOTAL OPERATING EXPENSES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
| ( | ) |
|
| ( | ) |
Other income |
|
|
|
|
|
| ||
TOTAL OTHER INCOME (EXPENSE) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
| Table of Contents |
LITHIUM Corparation | ||||||||||||||||||||||||||||
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, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2026 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
| Table of Contents |
LITHIUM Corporation | ||||||||
Statements of Cash Flows | ||||||||
|
|
|
|
|
|
| ||
|
| Three Months Ended March 31, 2026 (unaudited) |
|
| Three Months Ended March 31, 2025 (unaudited) |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net income (loss) for the period |
| $ | ( | ) |
| $ | ( | ) |
Adjustment to reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) Decrease in prepaid expenses |
|
|
|
|
|
| ||
Increase (decrease) in accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Net Cash (Used in) Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITY: |
|
|
|
|
|
|
|
|
Cash from properties |
|
|
|
|
|
| ||
Net Cash Provided by Investing Activity |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Increase (Decrease) in cash |
|
| ( | ) |
|
| ( | ) |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for income taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
NON CASH TRANSACTIONS |
|
|
|
|
|
|
|
|
Marketable securities received as consideration for mineral property |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
| Table of Contents |
Lithium Corporation
Notes to the Financial Statements
March 31, 2026
Note 1 - Summary of Significant Accounting Policies
Lithium Corporation (formerly Utalk Communications Inc.) (the “Company”) was incorporated on January 30, 2007 under the laws of Nevada. On September 30, 2009, Utalk Communications Inc. changed its name to Lithium Corporation.
Nevada Lithium Corporation was incorporated on March 16, 2009 under the laws of Nevada under the name Lithium Corporation. On September 10, 2009, the Company amended its articles of incorporation to change its name to Nevada Lithium Corporation. By agreement dated October 9, 2009 Nevada Lithium Corporation and Lithium Corporation amalgamated as Lithium Corporation. Lithium Corporation is engaged in the acquisition and development of certain lithium interests in the state of Nevada, and battery or Tech metals prospects in British Columbia and is currently in the exploration stage.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include the useful life of equipment and inputs related to the calculation of the fair value of stock options. Actual results could differ from those estimates.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.
Research and Development
Research and development costs are expensed as incurred. During the three months ended March 31, 2026 and 2025, the Company did not have any research and development costs.
Advertising Costs
Advertising costs are expensed as incurred. During the three months ended March 31, 2026 and 2025, the Company did not have any advertising costs.
| 7 |
| Table of Contents |
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
Income Taxes
The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
Financial Instruments
The Company’s financial instruments consist of cash, deposits, prepaid expenses, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair value of these financial instruments approximate their carrying values, unless otherwise noted.
Investments in Marketable Securities
The Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF- Trading securities are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income or loss.
Mineral Properties
Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.
Optioned Properties
Properties under the Company’s ownership which have been optioned to a third party are deemed the Company’s property until all obligations under an option agreement are met, at which point the ownership of the property transfers to the third party. All non-refundable payments received prior to all obligations under an option agreement being met are considered liabilities until such time all obligations have been met, at which time ownership of the property transfers to the third party and the Company includes option payments into its statement of operations.
Recent Accounting Pronouncements
In January 2016, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.
The Company does not expect that recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2026, are of significance or potential significance to the Company.
| 8 |
| Table of Contents |
Note 2 – Going Concern
As reflected in the accompanying financial statements, the Company has used $
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
Note 3 – Fair Value of Financial Instruments
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
| - | Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| - | Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). |
| - | Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. |
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2026 and December 31, 2025, respectively:
|
| Fair Value Measurements at March 31, 2026 |
| |||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
| |
Total Assets |
|
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
| 9 |
| Table of Contents |
|
| Fair Value Measurements at December 31, 2025 |
| |||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
| $ |
|
| $ |
|
| $ |
| |||
Total Assets |
|
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
| |
Total Liabilities |
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
| $ |
|
| $ |
| |||
|
| $ |
|
|
|
|
|
|
|
|
| |
Note 4 – Marketable Securities
The Company owns marketable securities (common stock) as outlined below:
Balance, December 31, 2025 |
| $ |
| |
Fair value adjustment |
|
| ( | ) |
|
|
|
|
|
Balance, March 31, 2026 |
| $ |
|
The Company classifies it’s marketable securities as available for sale.
During the three months ended March 31 2026, there were no receipts or sales of marketable securities.
During the three months ended March 31, 2026, the Company received nil common shares from a related party with a value of $nil related to the option of the Fish Lake Property.
During the three months ended March 31, 2026, the Company received nil 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 March 31, 2026 and December 31, 2025:
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
Other |
| $ |
|
| $ |
| ||
Transfer agent fees |
|
|
|
|
|
| ||
Total prepaid expenses |
| $ |
|
| $ |
| ||
Note 6 – Capital Stock
The Company is authorized to issue
Common Stock
During the three months ended March 31, 2026, the Company did not issue any common shares.
During the year-ended December 31, 2025, the Company did not issue any common shares.
| 10 |
| Table of Contents |
Note 7 – Stock Options
On May 26, 2022, the Company granted
The fair value of options granted during the three ended March 31, 2026 were determined using the Black Scholes method with the following assumptions:
|
| Year-ended December 31, 2024 |
| |
Risk free interest rate |
| % | ||
Stock volatility factor |
| % | ||
Weighted average expected life of options |
|
| ||
Expected dividend yield |
|
| % | |
A summary of the Company’s stock option activity and related information follows:
|
| Three Months Ended March 31, 2026 |
|
| Three Months Ended March 31, 2025 |
| ||||||||||
|
| Options |
|
| Weighted Average Exercise Price |
|
| Options |
|
| Weighted Average Exercise Price |
| ||||
Outstanding, beginning of period |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Repricing |
|
| - |
|
|
|
|
|
| - |
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
As of March 31, 2026, the intrinsic value of the stock options was approximately $
The following table summarizes the stock options outstanding at March 31, 2026:
Issue Date |
| Number |
|
| Price |
|
| Expiry Date |
| Outstanding at March 31, 2026 |
|
| Weighted Average Remaining Contractual Life (in years) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| $ |
|
|
|
|
|
|
|
| ||||||
| 11 |
| Table of Contents |
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
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 March 31, 2026, 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
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 March 31, 2026, 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.
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
As of March 31, 2026, the Company has received $
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.
| 12 |
| Table of Contents |
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
As of March 31, 2026, Morella Corporation has paid $
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 $
The Company paid rent fees totaling $
As at March 31, 2026, the Company had $
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 $
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 March 31, 2026, there were no pending or threatened litigation against the Company.
| 13 |
| Table of Contents |
Note 13 – Segment Information
The Company operates as a single reporting segment engaged in the exploration of its properties. The Chief Operating Decision Makers are the Company’s Chief Executive Officer (“CODM”) who evaluates company performance based on Net income (loss), determined in accordance with U.S. GAAP, and other non-financial measures to determine the economic viability of the Company’s exploration properties. Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information. The CODM uses the above measures to assess profitability and guide resource allocations
The CODM conducts monthly financial reviews, focusing on operational efficiency across the Company’s operations. Investment decisions, including capital expenditures for exploration and property acquisitions, are made based on expected return on investment and regulatory considerations in the jurisdictions that the Company operates.
The following represents segment information for the Company’s single operating segment, for the periods presented:
|
| Three Months Ended March 31, 2026 |
| |
Revenue |
| $ |
| |
|
|
|
|
|
Professional fees |
|
|
| |
Depreciation |
|
|
| |
Exploration |
|
|
| |
Consulting fees – related party |
|
|
| |
Consulting fees |
|
|
| |
Transfer agent and filing fees |
|
|
| |
Travel |
|
|
| |
General and administrative |
|
|
| |
Other items |
|
|
| |
|
|
|
|
|
Loss |
| $ |
| |
Note 14 – Subsequent Events
The Company has analyzed its operations subsequent to March 31, 2026 through the date these financial statements were issued, and has determined that it does not have any material subsequent events.
| 14 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Lithium Corporation and our now defunct wholly-owned subsidiary Lithium Royalty Corp., a Nevada company, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on January 30, 2007 under the name “Utalk Communications Inc.”. At inception, we were a development stage corporation engaged in the business of developing and marketing a call-back service using a call-back platform. On August 31, 2009, we entered into a letter of intent with Nevada Lithium regarding a business combination which may be effected in one of several different ways, including an asset acquisition, merger of our company and Nevada Lithium, or a share exchange whereby we would purchase the shares of Nevada Lithium from its shareholders in exchange for restricted shares of our common stock. On September 30, 2009, we changed our name from “Utalk Communications, Inc.” to “Lithium Corporation”, by way of a merger with our wholly owned subsidiary Lithium Corporation, which was formed solely for the change of name. The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on October 1, 2009 under the stock symbol “LTUM”. Our CUSIP number is 536804 107.
In June 2009 we optioned the Fish Lake Valley property in Esmeralda County Nevada, and ultimately earned a 100% interest in the property through a combination of exploration expenditures and share issuances. Lithium Corporation performed geophysical, geochemical and drilling work in the area into early 2016 at which time we entered into an agreement with the forerunner of American Lithium Corporation (TSX-V:Li) who could have earned an initial 80% interest in the property by incurring exploration expenses, making cash and share payments over a period of three years. American Lithium relinquished all interest in the property/option agreement in April 2019. In April 2021 the Company entered into a Letter of Intent with Altura Mining Limited whereby Altura (now Morella Corporation ASX:1MC, OTC-Pink: ALTAF) may earn a 60% interest in the property by incurring exploration expenses, and making staged cash and share payments to Lithium Corporation over the next four years. Morella Corporation is a related company as it is the single largest shareholder in Lithium Corporation with over 8% of the Company’s common shares, having acquired an interest through a non-brokered private placement in our Company in 2012.
| 15 |
| Table of Contents |
Since 2009 the Company has been actively engaged in project generation, conducting initial exploration studies, and if warranted staking and further exploring a number of exploration stage properties. The most notable of these have been the San Emidio lithium-in-brine property, and the North Big Smoky Lithium-in-brine property (currently under option to Morella Corporation, a related company) both of which are in Nevada. The Company has also from time to time entered into option agreements with third parties on smaller properties and enlarged the area of these while conducting preliminary exploration studies. The most notable of these are the BC Sugar flake graphite prospect, and the Yeehaw Titanium/Rare Earth Element prospect, both of which are situated in British Columbia. The Company maintains small or modest claim positions in what we consider to be the hearts of all these potentially prospective areas.
Effective April 23 2014, we entered into an operating agreement with All American Resources, L.L.C. and TY & Sons Investments Inc. with respect to Summa, LLC, a Nevada limited liability company incorporated on December 12 2013, wherein we hold 25%, and are active “Managing Members”. Summa maintains a 100% interest in several fee title mining properties throughout Nevada, all of which sprang out of Howard Hughes’s Hughes Tool Company. Our company’s initial capital contribution to Summa, LLC was $125,000, of which $100,000 was in cash and the balance in services. To date we have contributed an additional $31,700 in cash, and also over the years an indeterminate amount of casual geological expertise to Summa, LLC. In recognition, Summa transferred five urban lots in Tonopah of indeterminate value in 2020, and since Jan 2021 have issued checks to the company for $167,500. The flagship of the Summa portfolio, the Tonopah mining property was optioned in early 2020, and the Optionee has earned 100% interest in the property. Summa still retains 1% (LTUM’s net share 0.25%) Net Smelter Royalty on the property.
Our Current Business
We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on lithium mineralization on properties located in Nevada, and graphite and other “critical” metals properties in British Columbia.
Our current operational focus is to conduct generative exploration activities in Nevada, and in British Columbia, developing early-stage projects with an eye to joint venturing them, or attracting capital to further explore and possibly develop these properties if results warrant. To that end in 2024 we staked an 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 only moderately 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.
| 16 |
| Table of Contents |
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-Pink) 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 awaiting Morella shareholders approval with respect to the transfer of the final option shares, which was received on April 29, 2026.
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.
| 17 |
| Table of Contents |
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.
Fish Lake Valley Project in Esmeralda County, Nevada, west central Nevada USA consists of Lithium Corp’s 100% owned 297 placer claims totaling 10,972 acres (4,440 hectares). The prospect is a lithium/boron/potassium enriched playa (also known as a salar, salt marsh, or salt pan), with the area of greatest interest roughly centered at 417000E 4195550N (WGS 84). approximately 18 miles from the California border.
Map 1, Fish Lake Valley Project claim outline.
It is roughly 37 miles to the west-southwest of Tonopah Nevada, 37 miles north-northeast of Bishop California, and 174 miles to the northwest of Las Vegas Nevada, the largest population center in the region. Using the Public Land Survey System, the center of the property is Township 1S, Range 36E, Section 11, Mount Diablo Meridian.
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.
| 18 |
| Table of Contents |
While Fish Lake Valley has seen sporadic exploration since the 1970’s no modern processing facilities exist in Fish Lake Valley. The ruins from Francis “Borax” Smith’s Pacific Borax plant on the west side of the playa at Fish Lake Valley dating to the 1870’s are still visible here, as are the dumps, and some scattered equipment from one of his later ventures on the south end of the playa.
The property was originally held under a mining lease purchase agreement dated June 1, 2009, between Nevada Lithium Corporation, and Nevada Alaska Mining Co. Inc., Robert Craig, Barbara Craig, and Elizabeth Dickman. Nevada Lithium issued to the vendors $350,000 worth of common stock of our company in eight regular disbursements. All disbursements were made of stock worth a total of $350,000, and claim ownership was transferred to our company.
The geological setting at Fish Lake Valley is highly analogous to the salars of Chile, Bolivia, and Peru, and more importantly Clayton Valley, where Albemarle has its Silver Peak lithium-brine operation. Lithium-enriched Tertiary-era Fish Lake formation rhyolitic tuffs or ash flow tuffs have accumulated in a valley or basinal environment. Over time interstitial formational waters in contact with these tuffs, have become enriched in lithium, boron and potassium which could possibly be economic, and amenable to production by evaporative or direct lithium extraction (DLE) methods.
Access is excellent in Fish Lake Valley with all-weather gravel roads leading to the property from state highways 264, and 265, and maintained dirt roads ring the playa. Power is available approximately 10 miles from the property, and the village of Dyer is approximately 12 miles to the south, while the town of Tonopah, Nevada is approximately 50 miles to the east. The infrastructure is excellent in the general area of the Fish Lake Valley prospect. Power is available along highway 264 which runs north to south some 8 miles to the west of the property. The capacity of the line is unknown however it does appear on government issued maps as being equal to or greater than 55 kilovolts to the south of the village of Dyer. There are defined geothermal resources around the prospect. Should lithium production be established in the valley it may present an opportunity to the company who originally defined these geothermal resources to continue to the development stage. Abundant fresh water is available in the valley to the south of the northern playa. Most supplies are available in Tonopah which is approximately 75 miles by road from the property. Also, sufficient manpower is available in the region, and some personnel exist locally with training specific to lithium brine processing due to the proximity of the property to Albemarle’s Silver Peak operation. The property does have patchy cell phone service from two different providers. Las Vegas’ Harry Reid International Airport is 249 miles by road to the southeast of the property, while Reno-Tahoe International Airport is 213 miles by road to the northwest, and Elko (which is an important mining supply center) is approximately 334 miles by road from the property. The playa or claim block area should be large enough to accommodate a production facility like that found at Silver Peak, and there are several potential processing plant sites in the area.
Our company completed a number of geochemical and geophysical studies on the property and conducted a short drill program on the periphery of the playa in the fall of 2010. Near-surface brine sampling during the spring of 2011 outlined a boron/lithium/potassium anomaly on the northern portions of the northern playa, that is roughly 1.3 x 2 miles long, which has a smaller higher grade core where lithium mineralization ranges from 100 to 150 mg/L (average 122.5 mg/L), with boron ranging from 1,500 to 2,670 mg/L (average 2,219 mg/L), and potassium from 5,400 to 8,400 mg/L (average 7,030 mg/L). Wet conditions on the playa precluded drilling there in 2011, and for a good portion of 2012, however a window of opportunity presented itself in late fall 2012. In November/December 2012 we conducted a short direct push drill program on the northern end of the playa, wherein a total of 1,240.58 feet (378.09 meters) was drilled in 20 holes at 17 discrete sites, and an area of 3,356 feet (1,023 meters) by 2,776 feet (846 meters) was systematically explored by grid probing. The deepest hole was 81 feet (24.69 meters), and the shallowest hole that produced brine was 34 feet (10.36 meters). The average depth of the holes drilled during the program was 62 feet (18.90 meters). The program successfully demonstrated that lithium-boron-potassium-enriched brines exist to at least 62 feet (18.9 meters) depth in sandy or silty aquifers that vary from approximately three to ten feet (one to three meters) in thickness. Average lithium, boron and potassium contents of all samples are 47.05 mg/L, 992.7 mg/L, and 0.535% respectively, with lithium values ranging from 7.6 mg/L to 151.3 mg/L, boron ranging from 146 to 2,160.7 mg/L, and potassium ranging from 0.1 to 1.3%. The anomaly outlined by the program is 1,476 by 2,461 feet (450 meters by 750 meters), and is not fully delimited, as the area available for probing was restricted due to soft ground conditions to the east and to the south. A 50 mg/L lithium cutoff is used to define this anomaly and within this zone average lithium, boron and potassium contents are 90.97 mg/L, 1,532.92 mg/L, and 0.88% respectively. On September 3, 2013, we announced that drilling had commenced at Fish Lake Valley. Due to storms and wet conditions in the area that our company had hoped to concentrate on, the playa was not passable, and so the program concentrated on larger step-out drilling well off the playa. This 11-hole, 1,025-foot program did prove that shallow mineralization does not extend much, if at all, past the margins of the playa, as none of the fluids encountered in this program were particularly briny, and returned values of less than 5 mg/L lithium. Results from the work done in the past by Lithium Corporation has been very positive, and our company believes that the playa at Fish Lake Valley may be conducive to the formation of a “Silver Peak” style lithium brine deposit.
| 19 |
| Table of Contents |
Early in 2016 the company signed an Exploration Earn-In Agreement with 1032701 B.C. Ltd., a private British Columbia company with respect to our Fish Lake Valley lithium brine property, wherein 1032701 B.C. Ltd., could have acquired an initial 80% undivided interest in the Fish Lake Valley property through the payment of an aggregate of US$300,000 in cash, completing a “Going Public Transaction” on or before May 6, 2016, and subject to the completion of the “Going Public Transaction, arranging for the issuance of a total of 400,000 common shares in the capital of the resulting issuer. The Optionee needed to make qualified exploration or development expenditures on the property of $200,000 before the first anniversary, an additional $300,000 before the second anniversary, an additional $600,000 prior to the third anniversary, and make all payments and perform all other acts to maintain the Property in good standing before fully earning their 80% interest. Additionally, after the initial earn-in the Optionee had the right for up to 12 months to purchase our 20% interest in the property for $1,000,000, at which point our interest would have reverted to a 2 1/2% Net Smelter Royalty (NSR). The Optionee could then have elected at any time to purchase one half (1.25%) of our NSR for $1,000,000.
American Lithium Corp. subsequently acquired 100% of 1032701 BC, and a formal option agreement was entered into, effective March 31, 2016. An amendment to the agreement was entered into on the 14th of February 2018 whereby American Lithium issued 10,000 post consolidation “Agreement Year” shares to Lithium Corporation as mandated by the agreement, as well as a further 80,000 shares in consideration for Lithium Corporation agreeing to extend the work commitment date for Year 2 of the agreement to September 30, 2018. We had received all money, and common shares issuable in relation to the Fish Lake Valley option agreement, but the Purchaser issued formal notice of the relinquishment of the Purchasers right to earn the interest in the property on April 30th 2019. As this was the termination of the option agreement $443,308 was taken into income. During the year-ended December 31, 2019, the Company recorded a $159,859 allowance for the properties and has a net book value of $Nil.
On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining Limited (now Morella Corporation after a name change), an Australian Lithium explorer and developer and a related party, whereby Morella can earn a 60% interest in the Fish Lake Valley lithium-in-brine property in Esmeralda County, Nevada by paying the Company $675,000, issuing the equivalent of $500,000 worth of Morella stock, and expending $2,000,000 of exploration work over the next four years. To date Morella is current with its obligations under the formal agreement ratified on October 12th 2021, having paid the initial $50,000 on signing the LOI, the $100,000 due on signing the formal agreement, and all anniversary payments since, and has issued a total of 55,560,526 shares of Morella (1MC:ASX, Altaf:OTC-QB) common stock to date. Morella has completed Passive Seismic and Magneto-telluric surveys, have permitted 8 drill sites, installed surface casing on the first site on the southern block, while conducting ongoing tests for amenability to direct lithium extraction (DLE). Drilling commenced in early October 2023, to the northeast of the playa, proximal to but away from the area of known mineralization. Only moderate lithium mineralization was encountered in the 2023 drillhole in both clays and brines.
In addition to the cash and share payments under the Option Agreement, Morella is to perform and exploration and development work on the property in the value of:
Year 1: $200,000
Year 2: $400,000
Year 3: $600,000
Year 4: $800,000
Under the Option Agreement Morella is the operator of the Fish Lake Valley Project and is responsible for all exploration efforts. Fish Lake Valley Project is an early-stage exploration property and is currently permitted under a BLM Notice of Intent (NOI) level permit. This permit limits surface disturbance to 5 acres or less.
| 20 |
| Table of Contents |
Fish Lake Valley does not currently have any Proven, Probable, Measured, Indicated, or Inferred Resources or other quantified Resources.
Table 1 to Paragraph (b) – Summary Mineral Resources at End of the Fiscal Year Ended December 31, 2023.
| Measured Mineral Resources
| Indicated Mineral Resources
| Measured + Indicated Mineral Resources
| Inferred Mineral Resources
| ||||
| Amount
| Grade/Quality
| Amount
| Grade/Quality
| Amount
| Grade/Quality
| Amount
| Grade/Quality
|
Lithium
| Nil
| N/A
| Nil
| N/A
| Nil
| N/A
| Nil
| N/A
|
Table 1 to Paragraph (b) – Summary Mineral Reserves at End of the Fiscal Year Ended December 31, 2023.
| Proven Mineral Reserves
| Probable Mineral Reserves
| Total Mineral Reserves
|
| Proven Mineral Reserves
| Probable Mineral Reserves
|
| Amount
| Grade/Quality
| Amount
|
| Amount
| Grade/Quality
|
Lithium
| Nil
| N/A
| Nil
| Lithium
| Nil
| N/A
|
There is no equipment currently on the property as drilling operations are not active now and as earlier mentioned no facilities have been built on the property.
As there is no plant or other mineral processing equipment on the property and as such no book value is assigned for processing plants or equipment, and as exploration expenditures are expensed rather than accrued the current book value of the Fish Lake Valley Project as reported on Lithium Corporation’s financial statements is zero.
Since Lithium Corporation’s optioning of the property in 2009 the following work has been conducted on the property:
| · | Surficial sediment sampling – 49 grid sediment samples were collected, and a further 32 sediment samples from discrete points on the property in 2009 and early 2010. |
| · | Preliminary water sampling 2009-10 – 9 water samples collected. |
| · | Surficial sediment temperature and pH/ORP survey, March 2010. |
| · | SP gradient surveys on the northern playa March 2010, a total of 8.525-line km surveyed. Also, a 1 km line of long-wire SP surveying was completed on a line where a gradient survey was performed earlier. |
| · | Gravity survey of the southern playa in May 2010 – an area of approximately 6 km2 was investigated via high-definition gravity. Follow-up surveying was completed in October 2011 and a further 30 stations were read. The northern playa was too wet to access for survey work. |
| · | Near surface brine and sediment sampling program in March 2011 – 39 brine samples. |
| · | Gravity survey of the northern playa in August 2011. An abortive attempt was made to survey the northern playa where 22 stations were setup on the periphery. The northern playa was too wet to survey. |
| · | Direct push drilling program in October 2011, included 41 holes at 25 sites (1080.77 m) a total of 37 samples collected. |
| · | Direct push drilling program in November 2012, included 19 holes at 17 sites (362.97 m). |
| · | a total of 19 samples collected. |
| · | Confirmatory and expanded hand auger drill hole brine sampling by American Lithium Corporation in 2016. A total of 154 samples collected. |
| · | Geological and Geophysical collaboration between American Lithium Corporation and University of Texas at Dallas, August 2016. |
| · | Drilling of a deep sonic drill hole (L-16-13A) on the property to the east of the margin of the playa, south of the area of strongest lithium/boron/potassium mineralization in September 2016. |
| · | Passive Seismic, and Audio Magnetotelluric surveys in 2022 – 24. |
| · | Brine bench tests to determine amenability to Direct Lithium Extraction technology |
| · | One RC drillhole proximal to the Northeastern margin of the playa. |
| 21 |
| Table of Contents |
Approximately $25 million dollars has been spent on geothermal exploration in the general area (personal communication J. Demonyaz) since the 1980’s, and in the early decades of the 1900’s two deep oil exploration holes were drilled immediately to the west-southwest of the claim area, both of which were not properly plugged and abandoned, and currently flow warm geothermal waters from a known aquifer at about 800-foot depth. Some of this data exists in the public domain.
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. Although they have recently completed the requisite regulatory filings Morella has not to date issued any shares with respect to its obligations under the Sept 5th agreement, informally amended in March 2026 whereby Morella will issue the Company a single tranche of 4,000,000 shares to fully satisfy their obligations under the Fish Lake Valley option agreement. Shareholder approval of the issuance of these option shares was received on April 29, 2026.
San Emidio Property
The San Emidio property, located in Washoe County in northwestern Nevada, was acquired through the staking of claims in September 2011, and has expanded and contracted over time depending on the state of the lithium carbonate market. Currently the Company holds thirty-five 80-acre Association Placer claims here covering an area of approximately 2,800 acres (1133 hectares). The property is approximately 65 miles north-northeast of Reno, Nevada, and has excellent infrastructure.
We identified this prospect during 2009, and 2010 through surficial geochemical sampling, and geological interpretation. The early reconnaissance sampling determined that anomalous values for lithium occur in sediments over a good portion of the playa. Our company conducted near-surface brine sampling in the spring of 2011, and a high resolution gravity geophysical survey in summer/fall 2011. Our company then permitted a seven-hole drilling program with the Bureau of Land Management in late fall 2011, and a direct push drill campaign commenced in early February 2012. Drilling here delineated a narrow elongated shallow brine anomaly which is greater than 2.5 miles length, somewhat distal to the basinal feature outlined by the earlier gravity survey. The anomaly aligns with the present day topographical low in the valley, which could be the result of extension along a north-easterly trending fault. Two values of over 20 milligrams/liter lithium were obtained from two shallow direct push probe holes located centrally in this brine anomaly.
We drilled this prospect again in late October 2012, further testing the area of the property in the vicinity where prior exploration by our company discovered elevated lithium levels in subsurface brines. During the Fall 2012 program a total of 856 feet (260.89 meters) was drilled at 8 discrete sites. The deepest hole was 160 feet (48.76 meters), and the shallowest hole that produced brine was 90 feet (27.43 meters). The average depth of the seven hole program was 107 feet (32.61 meters). The program better defined the lithium-in-brine anomaly that was discovered in early 2012. This anomaly is approximately 0.6 miles (370 meters) wide at its widest point by more than 2 miles (3 kilometers) long. The peak value seen within the anomaly is 23.7 mg/l lithium, which is 10 to 20 times background levels outside the anomaly. Our company believes that much like Fish Lake Valley, the playa at San Emidio may be conducive to the formation of a “Silver Peak” style lithium brine deposit, and the recent drilling indicates that the anomaly occurs at or near the intersection of several faults that may have provided the structural setting necessary for the formation of a lithium-in-brine deposit at depth.
| 22 |
| Table of Contents |
Our company entered into an exploration earn-in agreement on the property on May 3, 2016 with 1067323 B.C. Ltd., wherein the Optionee was to pay an initial $100,000 and issue 100,000 shares within 30 days of a “Going Public Transaction”. 1067323 subsequently merged with American Lithium Corp., who then assumed the duties of the Optionee, and fulfilled the initial obligations. The further terms of the agreement were that American Lithium was to issue 100,000 shares to Lithium Corporation on or before both the first & second anniversaries of the going public transaction. Additionally American Lithium was to conduct $100,000 exploration work in year 1, $200,000 in year 2, and $300,000 in year 3. On fulfillment of all its obligations American Lithium would have earned an 80% interest in the property. The Optionee also had the option to earn a further 20% interest in the property by paying $1,000,000 to the company within 36 months of the exercise of the initial earn-in. If American Lithium had exercised its right with respect to the subsequent earn-in then Lithium Corporation’s interest would have reverted to a 2.5% Net Smelter Revenue (NSR) interest. American Lithium then could have purchased one half of the NSR (1.25%) for $1,000,000 at any time thereafter. In June 2018, the Company received notification that the purchaser was relinquishing any right to earn an interest in the property and, as such, $202,901 was taken into income. During the year-ended December 31, 2019, the Company recorded a $217,668 allowance for the property which then had a net book value of $Nil.
On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals whereby Surge may earn an 80% interest in the Company’s San Emidio lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000 and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make payments of $620,000 in cash and stock over 5 years while incurring expenditures on the property of $1,000,000 over that period. Upon fulfillment of the aforementioned commitments Surge would have been deemed to have earned their undivided 80% interest and could have formed a joint venture with the Company. Surge Battery Metals completed some geochemical work on the prospect block and gave Lithium Corporation formal notice in Summer 2022 that they were relinquishing all interest in the property. In Fall 2022 the Company completed a Controlled Source Audio-Magnetotelluric (CSAMT) survey on the property and is currently actively searching for a Joint Venture Partner for this prospect.
BC Sugar Flake Graphite Property
On June 6, 2013, we entered into a mining claim sale agreement the owner agreed to sell to our company a 50.829 acre (20.57 hectare) claim located in the Cherryville area of British Columbia. As consideration for the purchase of the property, we issued 250,000 shares of our company’s common stock to the owner. In addition to the acquired claim, our company staked or acquired another 13 claims at various times over the subsequent months, to bring the total area held under tenure to approximately 19,816 acres (8,020 hectares). Since that time the company has let all but what appears to be the most prospective claims lapse, and currently the company holds two titles here for a cumulative total of 152.39 acres (61.67 hectares). The flake graphite mineralization of interest here is hosted predominately in graphitic quartz/biotite, and lesser graphitic calc-silicate gneisses. The rocks and mineralization in the general area of the BC Sugar prospect are similar to the host rocks in the area of the Crystal Graphite deposit 55 miles (90 kms) to the southeast that has been mined intermittently since the early 2000’s by Eagle Graphite.
The BC Sugar property is within the Shushwap Metamorphic Complex, in a geological environment favorable for the formation of flake graphite deposits, and is in an area of excellent logistics and infrastructure, with a considerable network of logging roads within the project area. Additionally the town of Lumby is approximately 19 miles (30 kms) to the south of the property, while the City of Vernon is only 30 miles (50 kms) to the southwest of the western portions of the claim block.
Work progressed, and the property expanded throughout the summer of 2013, and culminated with the receipt of the final assays from the last phases of the prospecting and geological program in December of 2013. That work increased the area known to be underlain by graphitic bearing gneisses, and further evaluations were made in the area of the Sugar Lake, Weather Station, and Taylor Creek showings. In the general vicinity of the Weather Station showing that was initially discovered in early July 2013, a further 13 samples were taken, and hand trenching was performed at one of several outcrops in the area. In the trench a 5.2 meter interval returned an average of 3.14% graphitic carbon, all in an oxidized relatively friable gneissic host rock. Additionally a hydrothermal or vein type mineralized graphitic quartz boulder was discovered in the area which graded up to 4.19% graphitic carbon. The source of this boulder was not discovered during this program, but it is felt to be close to its point of origin. Samples representative of the mineralization encountered here were taken for petrographic study, which was received in late 2013. A brief assessment work program was performed in September 2014 to ensure all claims in the package were in good standing prior to the anticipated sale of this asset to Pathion Inc. Recommendations were made by the consulting geologist who wrote the assessment report with respect to trenching, and eventually drilling the Weather Station showing. Our company submitted a Notice of Work to the BC Government in early May 2015 to enable our company to conduct a program of excavator trenching, sampling and geological mapping on the Weather Station showing. In May of 2015 we signed an agreement with KLM Geosciences LLC of Las Vegas to conduct a short Ground Penetrating Radar (GPR) survey on the property in the Weather Station – Taylor Creek areas. The GPR survey as well as a GEM-2 frequency domain electromagnetic (FDEM) survey took place in approximately mid-May 2015. The GPR survey did not provide useful data because of the moisture saturation in the shallow subsurface. The FDEM survey successfully generated an anomaly over known mineralization and possibly indicates that the mineralization may extend both to the west and to the east in areas blanketed by glaciofluvial till.
| 23 |
| Table of Contents |
In August of 2015 our Notice of Work for trenching was approved by the BC Government and in October we commenced work. A trench of 265.76 feet (81 meters) was excavated and graphitic gneiss was mapped and sampled. In all 23 samples were taken over the 69 meters of exposed mineralization that could be safely sampled. Trench depths varied from 1.2 meters in areas of semi-consolidated rock to 4.8 meters in areas of mainly decomposed material. There was an approximately 12 meter section of the trench of sand, and fluvial till in an ancient stream bed where the excavator could not reach the graphitic material that is inferred to exist at depths greater than 5 meters. Also there was a 4 meter section at depths from 4.8 to 5 meters where graphite mineralization could be seen at depth, but could not be safely sampled.
The entire 69 meter interval that was sampled averaged 1.997% graphitic carbon, and mineralization remains open in all directions. Within that interval there was a 30 meter section that averaged 2.73% graphitic carbon, and within that interval there was a 12 meter section that averaged 2.99% graphitic carbon. The best mineralization, and most friable material is proximal to the aforementioned abandoned creek channel, and it appears that proximity to this feature gave rise to the deep weathering profile encountered here. Determining the tenor, and extent of the friable material were the two major objectives of this program as this material, which is very similar to that mined at Eagle Graphite’s operation is very easy/economical to be mined and processed, and typically contains the highest percentages of graphite over consistent widths.
A “mini-bulk sample” was taken from the Weather Station Zone in October 2017, and submitted to SGS Vancouver for preliminary bench tests, and further petrographic analysis. Tests indicated that the “fairly coarse” flake graphite was easily liberated from the unconsolidated host material, and initial flotation tests were positive with over 80% of the graphite in the sample being floated off.
The Company revised its trenching permit in 2017 and conducted a program of 12 mechanized test pits in May 2018. This work was done in an area ranging from 1 to 1.5 kilometers to the east of the Weather Station Zone in a zone of numerous discrete conductors detected during the 2015 FDEM geophysical survey. Three of these pits intercepted weathered weak to moderately mineralized graphitic material with the best assay being 2.62% graphitic, carbon, and six test pits bottomed in non-mineralized bedrock. The remaining three did not reach bedrock or intercept graphitic material prior to reaching the maximum digging capability of the excavating equipment used. The Company had reduced its acreage holdings here to approximately 203 acres (82 hectares) to facilitate applying 5 years assessment credit to the most prospective area of the property, and had placed it on the “back burner” in favor of developing other prospects. The Company is currently in the planning stages with respect to the work to be done on these prospects this summer.
The Hughes Claims
Effective April 23, 2014, we entered into an operating agreement with All American Resources, LLC and TY & Sons Investments Inc. with respect to Summa, LLC, a Nevada limited liability company incorporated on December 12, 2013. Through our 25% membership interest in Summa we hold an indirect interest in a number of patented mining claims that spring from the once considerable mineral holdings of Howard Hughes’s Summa Corp. Our company’s capital contribution paid to Summa, LLC was $125,000, of which $100,000 was in cash and the balance in services.
Lithium Corporation participated in the formation of Summa, which holds 88 fee-title patented lode claims that cover approximately 1,191.3 acres of prospective mineral lands. Our company signed a joint operating agreement with the other participants in Spring 2014 to govern the conduct of Summa, and the development of the lands. Our company’s President Tom Lewis was named as a managing member of Summa, and as such has a direct say in the day to day operations of that company.
| 24 |
| Table of Contents |
The Hughes lands are situated in six discrete prospect areas in Nevada, the most notable of which being the Tonopah block in Nye County where Summa holds 56 claims that cover approximately 770 acres in the heart of the historic mining camp where over 1.8 million ounces of gold and 174 million ounces of silver were produced predominately in the early 1900’s. The Hughes claims include a number of the prolific past producers in Tonopah, such as the Belmont, the Desert Queen, and the Midway mines. In addition there are also claims in the area of the past producing Klondyke East mining district, which is to the south of Tonopah, and at the town of Belmont (not to be confused with the Belmont claim in Tonopah), Nevada, another notable silver producer from the 1800’s, which is roughly 40 miles to the northeast of Tonopah.
The ongoing litigation with respect to Summa’s Tonopah holdings had precluded investing time or money into the property immediately after the court awarded Summa ownership in 2013, however in 2018 Summa won a “quiet title” case in the Fifth Judicial Court in Tonopah, which determined that Summa’s title is superior to all other claimants. The subsequent appeal of this verdict was quashed later in 2018, and there has been no further action on that account. Summa signed a Letter of Intent on January 14, 2020 with respect to the Tonopah property whereby 1237025 BC Ltd, can earn a 100% interest in the property (subject to a 1.0% Net Smelter Royalty or NSR) by paying $400,000 in cash, issuing $400,000 in shares, and incurring $1.5 million in exploration expenditures in stages over the next 5 years. The Optionee would also have the right to purchase ¼ of the NSR for $1,500,000, and the future right to purchase a further ¼ of the NSR for $2,500,000. The definitive agreement was signed in March of 2020, and 1237025 BC Ltd subsequently merged with Pinnacle North Gold Corp., who then changed their name to Summa Silver Corp (SSVR). SSVR actively explored the property in the second half of 2020, drilling roughly 14,000 meters in 29 drill holes. Additionally more work was performed on the Belmont tailings portion of the project aided by Lithium Corporation personnel, who have been actively promoting and advancing this aspect of the Tonopah holdings since acquisition. In 2021 SSVR accelerated the earn-in provisions of the option agreement and was transferred a 100% interest in the property. Summa still retains a 1% (LTUM’s share 0.25%) Net Smelter Royalty on the property.
Summa, LLC still retains a 100% interest (subject to a 2% NSR in favor of Summa Corp. (the successor entity to the Hughes Corporation) in a further five project areas in the state of Nevada, and Lithium Corporation remains committed to casually helping them move the projects along so that they may be optioned eventually.
North Big Smoky Property
During the period 2011 through 2012 the Company conducted geophysical, and geochemical work on BLM lands in North Big Smoky Valley, Nye County Nevada, in an area that proved to be geochemically anomalous, both in sediment and brines. The geological setting in this area is quite similar to that at our other brine prospects, and Clayton Valley to the southwest of here, and had experienced some geothermal and petroleum exploration in the past. In April of 2016 Lithium Royalty Corp (a wholly owned subsidiary through which we had planned to build a portfolio of lithium mineral properties) acquired through staking the North Big Smoky Prospect, a block of placer mineral claims in Nye County Nevada. On May 13, 2016 our wholly owned subsidiary sold 100% of the interest in the property to 1069934 Nevada Ltd. (“Purchaser”) a private company. Consideration paid to Lithium Royalty Corp. consisted of mainly of 300,000 shares in the “Purchaser Parent”, 1069934 B.C. Ltd, and retained a royalty on the property. No appreciable work was done and by agreement dated September 13, 2017 Lithium Corporation agreed to sell back the shares of 1069934 Nevada Ltd. to San Antone Minerals Corp (successor corporation) who subsequently allowed the claims here to lapse.
This area was subsequently re-staked by Lithium Corporation in March 2022, and on April 29, 2021 we signed a Letter Of Intent (LOI) with an Australian Lithium explorer and developer Altura Mining Limited a related party. Under the formal agreement which was signed in October 2021 Altura (now Morella Corp) can earn a 60% interest in the Fish Lake Valley property by paying the Company $675,000, issuing the equivalent of $500,000 worth of Morella stock, and expending $2,000,000 of exploration work in the next four years. 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, and although they have recently completed the requisite regulatory filings Morella has not to date issued any shares with respect to its obligations under the Sept 5th agreement, informally amended in March 2026 whereby Morella will issue the Company a single tranche of 4,000,000 shares to fully satisfy their obligations under the Big Smoky Valley option agreement. Shareholder approval of the issuance of these option shares was received on April 29, 2026.
| 25 |
| Table of Contents |
British Columbia Properties
On March 1st 2017 the company signed a letter of intent (LOI) with Bormal Resources Inc. wherein the company may earn an interest in three properties in British Columbia. The Michael property in the Trail Creek Mining Division was originally staked by Bormal to cover one of the most compelling tantalum (Ta) in stream sediment anomalies as seen in the government RGS database in British Columbia. Bormal conducted a stream sediment sampling program in 2014, and determined that the tantalum-niobium (Nb) in stream sediment anomaly is bona fide, and in the order of 6 kilometers in length. In November of 2016 Lithium Corporation conducted a short soil geochemical orientation program on the property as part of its due diligence, and determined that there are elevated levels of niobium-tantalum in soils here.
Also in the general area of the Michael property the Yeehaw prospect has been staked by Bormal over a similar but lower amplitude Tantalum/Rare Earth Element (REE’s) stream sediment anomaly. Both properties are situated depicted on government geological maps as being within the Eocene Coryell batholith, and it is thought that these anomalies may arise from either carbonatite or pegmatite type deposits.
The third property at Three Valley Gap, is in the Revelstoke Mining Division and is situated in a locale where several Nb-Ta enriched carbonatites have been noted to occur. A brief field program by Bormal in 2015 located one of these carbonatites, and concurrent soil sampling determined that the soils here are enriched with Nb-Ta over the known carbonatite, and indicated that there are other geochemical anomalies locally that may indicate that more carbonatites exist here and are shallowly buried.
Lithium Corporation conducted fieldwork on the Michael, and Yeehaw properties during summer 2017. At Yeehaw a 30 meter wide structure was discovered that is anomalous for titanium and Rare Earth Elements, while soil sampling at Michael detected an anomaly that is greater than 800 meters in length that exhibits increased Tantalum-Niobium plus Rare Earth Element mineralization. The Company has dropped any further interest in both the Michael and Three Valley Gap properties, and has earned its 100% interest in the Yeehaw property. Field work on the Yeehaw property in Spring 2018 discovered a further zone of Ti/REE enrichment, and additional work was performed on the property in 2019 which extended the known strike of the Horseshoe Bend showing approximately 50 meters to the west, and mineralized float was found that possibly indicates it could continue to the east for another several hundred meters. The Company is currently in the planning stages for field season 2026.
Property Internal Controls
All material properties that Lithium Corporation controls are in the exploration stage and the Company or its Optionors are not estimating mineral resource or reserves on the Company’s properties at this time. The company is a prospect generator and conducts early stage exploration level operations. During prospect generation and regional exploration, the Company does not have a formal internal QA/QC program although we do follow chain of custody (CoC) procedures and use accredited assay labs for analysis. Chain of Custody procedures we follow involve the geologist taking the samples oversees the samples personally until that geologist submits the samples to the appropriate accredited laboratory for analysis. Laboratory accreditation is typically ISO certified. ISO certification is a seal of approval from a third party body that a company runs to one of the international standards developed and published by the International Organization for Standardization.
Exploration programs on the Company’s material property up until the end of this quarter were conducted by, or the responsibility of Optionors. The company does not control the QA/QC procedures instituted by the Optionors and periodically may receive technical updates from Optionors that describe the QA/QC procedures although the Company does not have input over the QA/QC procedures used.
Additionally Lithium Corporation continues its generative program exploring for new deposits of next generation battery or Tech related materials.
| 26 |
| Table of Contents |
Results of Operations
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
We had net loss of $252,785 for the three month period ended March 31, 2026, which was $28,862 more than the net loss of $223,923 for the three month period ended March 31, 2025. The change in our results over the two periods is primarily the result of an increase in consulting fees, exploration expense and change in fair value of marketable securities.
The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended March 31, 2026 and 2025:
|
| Three Months Ended March 31, 2026 |
|
| Three Months Ended March 31, 2025 |
|
| Change Between Three Month Period Ended March 31, 2026 and March 31, 2025 |
| |||
Professional fees |
| $ | 27,000 |
|
| $ | 33,449 |
|
| $ | (6,449 | ) |
Depreciation |
|
| 1,833 |
|
|
| 1,833 |
|
|
| - |
|
Exploration expenses |
|
| 6,849 |
|
|
| 648 |
|
|
| 6,201 |
|
Consulting fees – related party |
|
| 117,000 |
|
|
| 93,000 |
|
|
| 24,000 |
|
Consulting fees |
|
| 15,000 |
|
|
| 18,000 |
|
|
| (3,000 | ) |
Transfer agent and filing fees |
|
| 5,280 |
|
|
| 4,450 |
|
|
| 830 |
|
Travel |
|
| 504 |
|
|
| 314 |
|
|
| 190 |
|
General and administrative |
|
| 4,518 |
|
|
| 6,125 |
|
|
| (1,607 | ) |
Other loss (income) |
|
| 74,801 |
|
| 66,104 |
|
| 8,697 | |||
Net loss (income) |
| $ | 252,785 |
|
| $ | 223,923 |
|
| $ | (28,862 | ) |
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Capital Resources
Our balance sheet as of March 31, 2026 reflects current assets of $2,572,222. We had cash in the amount of $2,321,341 and working capital in the amount of $157,556 as of March 31, 2026. We have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Working Capital
|
| At March 31, 2026 |
|
| At December 31, 2025 |
| ||
Current assets |
| $ | 2,572,222 |
|
| $ | 2,817,810 |
|
Current liabilities |
|
| (2,414,666 | ) |
|
| (2,409,302 | ) |
Working capital |
| $ | 157,556 |
|
| $ | 408,508 |
|
We anticipate generating losses and, therefore, may be unable to continue operations further in the future.
| 27 |
| Table of Contents |
Cash Flows
|
| Three Months Ended |
| |||||
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||
Net cash (used in) operating activities |
| $ | (163,476 | ) |
| $ | (138,611 | ) |
Net cash provided by investing activities |
|
| 3,613 |
|
|
| - |
|
Net cash provided by financing activities |
|
| - |
|
|
| - |
|
Net increase (decrease) in cash during period |
| $ | (159,863 | ) |
| $ | (138,611 | ) |
Operating Activities
Net cash used in operating activities during the three months ended March 31, 2026 was $163,476, an increase of $24,865 from the $138,611 net cash outflow during the three months ended March 31, 2025.
Investing Activities
The Company did not have investing activities in the current and comparative periods.
Financing Activities
Cash provided by financing activities during the three months ended March 31, 2026 was $3,613 as compared to $Nil in cash provided by financing activities during the three months ended March 31, 2025.
We estimate that our operating expenses and working capital requirements for the next 12 months to be as follows:
Estimated Net Expenditures During The Next Twelve Months |
| |||
|
|
|
| |
General and administrative expenses |
| $ | 471,000 |
|
Exploration expenses |
|
| 200,000 |
|
Travel |
|
| 30,000 |
|
Total |
| $ | 701,000 |
|
To date we have relied on proceeds from the sale of our shares in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our sole officer and/or directors will provide us with any future loans. We estimate that the cost of maintaining basic corporate operations (which includes the cost of satisfying our public reporting obligations) will be approximately $5,000 per month. Due to our current cash position of approximately $2,321,341 as of March 31, 2026, we estimate that we do have sufficient cash to sustain our basic operations for the next twelve months.
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Equity Financings
On January 25, 2021 we entered into a purchase agreement (the “Purchase Agreement”), and a registration rights agreement, (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $10,300,000 of the Company’s common stock, $0.001 par value per share (the “Common Stock”). In connection with the execution of the Purchase Agreement, the Company sold, and Lincoln Park purchased, 380,952 shares of Common Stock for a purchase price of $160,000 (“Original Purchase”), and then another 357,995 shares (“Initial Purchase”) for $150,000 after SEC approval of the S-1 document in April 2021. Due to our low share price at the beginning of 2024 the Company ceased using this source of funding, and this arrangement ended in April of 2024, with Lithium Corporation having issued a total of 22,979,458 shares for $4,101,888.15.
| 28 |
| Table of Contents |
Future Financings
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
While we are always examining all possible opportunities to fund the Company on a prudent and cautious basis, we currently have no arrangement for future financings.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Exploration Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Accounting Basis
Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). Our company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
Our company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Our company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. Our company believes we are not exposed to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Our company has yet to realize revenues from operations. Once our company has commenced operations, we will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
| 29 |
| Table of Contents |
Loss per Share
Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the “if converted” method. In the periods in which a loss is incurred, the effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore basic and diluted losses per share are the same. The Company did not have any dilutive securities for the periods ended March 31, 2026 and 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
Our company’s financial instruments consist of cash, deposits, prepaid expenses, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that our company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair value of these financial instruments approximate their carrying values, unless otherwise noted.
Mineral Properties
Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although our company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee our company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impairment of $0 and $0 was recorded during the periods ended March 31, 2026 and 2025, respectively.
Recent Accounting Pronouncements
In January 2016, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. Our company is currently evaluating the impact of adopting this standard.
| 30 |
| Table of Contents |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 31 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us, except for the following:
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No Unregistered sales of Equity Securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
| 32 |
| Table of Contents |
Item 6. Exhibits
Exhibit Number |
| Description |
(3) |
| Articles of Incorporation and Bylaws |
| ||
| ||
| ||
| ||
(4) |
| Instruments Defining the Rights of Security Holders, Including Indentures |
| ||
(10) |
| Material Contracts |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
(14) |
| Code of Ethics |
| ||
(21) |
| Subsidiaries of the Registrant |
21.1 |
| Lithium Royalty Corp, a Nevada corporation |
(31) |
| Rule 13a-14 (d)/15d-14d) Certifications |
(32) |
| Section 1350 Certifications |
101* |
| Interactive Data File |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
| 33 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| LITHIUM CORPORATION |
|
|
| (Registrant) |
|
|
|
|
|
Dated: May 15, 2025 |
| /s/ Tom Lewis |
|
|
| Tom Lewis |
|
|
| President, Treasurer, Secretary and Director |
|
|
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
| 34 |