Lithium Corp 10-K for FY2025
Lithium Corp (LTUM)
About this 10-K
Lithium Corp filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $495.8K
- compared with a net loss of $964.6K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ]
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(Exact name of registrant as specified in its charter) |
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
(Do not check if 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
The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our” mean Lithium Corporation, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on January 30, 2007 under the name “Utalk Communications Inc.”. At inception, we were a development stage corporation engaged in the business of developing and marketing a call-back service using a call-back platform. On August 31, 2009, we entered into a letter of intent with Nevada Lithium regarding a business combination which may be effected in one of several different ways, including an asset acquisition, merger of our company and Nevada Lithium, or a share exchange whereby we would purchase the shares of Nevada Lithium from its shareholders in exchange for restricted shares of our common stock. On September 30, 2009, we changed our name from “Utalk Communications, Inc.” to “Lithium Corporation”, by way of a merger with our wholly owned subsidiary Lithium Corporation, which was formed solely for the change of name. The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on October 1, 2009 under the stock symbol “LTUM”. Our CUSIP number is 536804 107.
In June 2009 we optioned the Fish Lake Valley property in Esmeralda County Nevada, and ultimately earned a 100% interest in the property through a combination of exploration expenditures and share issuances. Lithium Corporation performed geophysical, geochemical and drilling work in the area into early 2016 at which time we entered into an agreement with the forerunner of American Lithium Corporation (TSX-V:Li) who could have earned an initial 80% interest in the property by incurring exploration expenses, making cash and share payments over a period of three years. American Lithium relinquished all interest in the property/option agreement in April 2019. In April 2021 the Company entered into a Letter of Intent with Altura Mining Limited whereby Altura (now Morella Corporation ASX:1MC, OTC-QB: ALTAF) could have earned a 60% interest in the property by incurring exploration expenses, and making staged cash and share payments to Lithium Corporation over the next four years. Morella Corporation is a related company as it is the single largest shareholder in Lithium Corporation with over 8% of the Company’s common shares, having acquired an interest through a non-brokered private placement in our Company in 2012. In a letter agreement dated September 5th 2025 this agreement was amended, and a 100% interest (subject to a 3.5% Net Smelter Royalty reserved to the Company) is being transferred in the peripheral claims, while Lithium Corporation will maintain its 100% interest in the central block of claims.
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Since 2009 the Company has been actively engaged in project generation, conducting initial exploration studies, and if warranted staking and further exploring a number of exploration stage properties. The most notable of these have been the San Emidio lithium-in-brine property, and the North Big Smoky Lithium-in-brine property (currently under option to Morella Corporation, a related company) both of which are in Nevada. The Company has also from time to time entered into option agreements with third parties on smaller properties and enlarged the area of these while conducting preliminary exploration studies. The most notable of these are the BC Sugar flake graphite prospect, and the Yeehaw Titanium/Rare Earth Element prospect, both of which are situated in British Columbia. The Company maintains small or modest claim positions in what we consider to be the hearts of all these potentially prospective areas.
Effective April 23, 2014, we entered into an operating agreement with All American Resources, L.L.C. and TY & Sons Investments Inc. with respect to Summa, LLC, a Nevada limited liability company incorporated on December 12, 2013, wherein we hold 25%, and are active “Managing Members”. Summa maintains a 100% interest in several fee title mining properties throughout Nevada, all of which sprang out of Howard Hughes’s Hughes Tool Company. Our company's initial capital contribution to Summa, LLC was $125,000, of which $100,000 was in cash and the balance in services. To date we have contributed an additional $31,700 in cash, and also over the years an indeterminate amount of casual geological expertise to Summa, LLC. In recognition, Summa transferred five urban lots in Tonopah of indeterminate value in 2020, and since Jan 2021 have issued checks to the company for $167,500. The flagship of the portfolio, the Tonopah mining property was optioned in early 2020, and the Optionee has earned a 100% interest in the property. Summa still retains a 1% (LTUM’s net share 0.25%) Net Smelter Royalty on the property.
Our Current Business
We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on lithium mineralization on properties located in Nevada, and graphite and other “critical” metals properties in British Columbia.
Our current operational focus is to conduct generative exploration activities in Nevada, and in British Columbia, developing early-stage projects with an eye to joint venturing them, or attracting capital to further explore and possibly develop these properties if results warrant. To that end in 2024 we staked an approximately 11,068-acre (4,479 hectare) group of claims in British Columbia which are prospective for Fluorspar mineralization. The bulk of these claims were allowed to lapse in 2025 but certain areas were found to be prospective for Rare Earth Elements, so some claims were kept and the claim block was expanded, applications for more claims were made (grants still pending) and follow-up geological and geochemical work was done. In December of 2025 the Company optioned the property off to Ridgestone Mining Inc. (TSX.V-RMI) a related company by virtue of a shared director/officer. Ridgestone has committed to spend CDN $100,000 in exploration on the property in 2026. Also, in 2025 the Company has been actively exploring for Lithium Clay mineralization along the track of the Yellowstone Hot Spot. To date no strongly anomalous areas have been identified, and no tenures have been staked.
In December of 2024 the Company staked 3,285.27 acres (1329.51 hectares) of claims in three discrete locales in Southern British Columbia that may be prospective for hosting Antimony mineralization. After initial evaluation these properties were allowed to lapse in 2025, as was the Three Valley Gap Tantalum-Niobium prospect that was also staked in 2024.
In March of 2022 we staked a block of claims in North Big Smoky Valley covering approximately 3400 acres which roughly corresponds to the lands previously held by Lithium Corporation’s former subsidiary Lithium Royalty Corp. in 2016/2017. On May 13, 2022 we signed a Letter of Intent (LOI) with Morella Corporation (a related party) whereby Morella could earn a 60% interest in the property by paying $65,000 US to the Company on the signing of the LOI, and issuing $100,000 worth of Morella shares at the time of signing the formal agreement, and issuing $100,000 worth of shares at each anniversary of the signing of the formal agreement over the subsequent four years. Additionally, Morella must have incurred exploration expenditures of $100,000, $200,000, $300,000 and $400,000 in years one through four of the option agreement. Since Optioning the property Morella has conducted Controlled Source Audio-Magnetotelluric geophysical and sediment geochemical surveys, staked more claims adjacent to the original option claim block as well as staking a non-contiguous area to the north and west of the earlier claims here. Most recently Morella has concluded a four-hole drilling program, testing for both lithium-in-brine and clay mineralization, where anomalous lithium-in-clay mineralization was discovered, but no lithium-in-brine mineralization was encountered. By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the entire property reserving a 3.5% Net Smelter Royalty (NSR) on the property, and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the prospect. To date Lithium Corporation has not transferred claim ownership to Morella, nor has Morella issued any shares with respect to its obligations under the Sept 5th agreement.
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On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals whereby Surge could have earned an 80% interest in the Company’s San Emidio lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000 and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make payments of $620,000 in cash and stock over 5 years while incurring expenditures on the property of $1,000,000 over that period. Upon fulfillment of the aforementioned commitments Surge would have been deemed to have earned their undivided 80% interest and could have formed a joint venture with the Company, not unlike an option the Company had entered into on this property in May 2016, to a company that ultimately merged with American Lithium Corp. Surge Battery Metals completed some geochemical work on the prospect block and gave Lithium Corporation formal notice in Summer 2022 that they were relinquishing all interest in the property. In Fall 2022 the Company completed a Controlled Source Audio-Magnetotelluric (CSAMT) survey here and is currently seeking a joint venture partner for this property.
On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining Limited (now Morella Corporation after a name change) an Australian Lithium explorer and developer and related party, whereby Morella could have earned a 60% interest in the Fish Lake Valley lithium-in-brine property in Esmeralda County, Nevada by making staged payments of $675,000, issuing the equivalent of $500,000 worth of Morella common stock (1MC:ASX, Altaf:OTC-QB) in annual tranches, and expending $2,000,000 on exploration work over the following four years. Previously, in 2016 the Company had entered into an option agreement with a company that eventually became American Lithium Corp., who conducted various geochemical and geophysical work on the property and drilled one exploratory borehole. While American Lithium did comply with all terms of the agreement with respect to cash and share payments the Company received formal notice of the relinquishment of the Purchasers right to earn an interest in the property on April 30th, 2019. In the last few years Morella has completed two phases of passive seismic and magnetotelluric (MT) surveys and have received permits for drilling on both the south and northern blocks. Preparatory work for drilling was done during the summer of 2023, and drilling commenced on an exploratory borehole in early October 2023, to the northeast of the playa, proximal to but away from the area of known mineralization. Only moderate mineralization was encountered in the 2023 drillhole in both clays and brines. By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the southern and more eastern portions of the property reserving a 3.5% Net Smelter Royalty (NSR) on the assigned property, and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the property. Lithium Corporation would retain 100% interest in the northern portions of the property, subject to an ROFR on similar terms mentioned earlier in favor of Morella. To date Lithium Corporation has not transferred claim ownership to Morella, nor has Morella issued any shares with respect to its obligations under the Sept 5th agreement.
In 2024 the Company staked a number of claims in the Granby River Valley, north of Grand Forks BC, and a number of these lapsed in 2025, however the company discovered Rare Earth Element (REE) mineralization on some of the remaining claims, and restaked much of the dropped claim block along with others. On December 31, 2025 the Company entered into an option agreement with Ridgestone Mining, Inc. (a related company by virtue of Brian Goss our VP Exploration and a director is also the CEO, president and a director of Ridgestone) whereby Ridgestone (OTCQB: RIGMF) (TSXV: RMI) will pay Lithium Corporation $315,000 Cdn, issue 500,000 common shares to the Company, and complete $600,000 Cdn in exploration expenditures over the next three years to earn a 100% interest in the property. The optioned interest is subject to a 2.0% Net Smelter Return royalty retained by Lithium Corporation. To date the Company has received $5,000 Cdn and the parties are awaiting regulatory approval, and the grant of full title of a number of claims which are currently under the newly mandated aboriginal review.
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Competition
The mining industry is intensely competitive. We compete with numerous individuals and companies, including many major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. There are other competitors that have operations in the area and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers, staff or equipment necessary for the exploration and exploitation of our properties.
Compliance with Government Regulation
Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in United States and Canada, as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States and Canada. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.
Research and Development
We have not incurred any research and development expenditures over the last two fiscal years.
Intellectual Property
We do not currently have any intellectual property, other than our domain name and website, www.lithiumcorporation.com.
Employees
We have no employees. Our officers and directors provide their services to our company as independent consultants.
Item 1A. Risk Factors
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
Risks Associated with Mining
All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.
Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.
A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/about/forms/industryguides.pdf) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission’s Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any “reserve” and any funds that we spend on exploration will probably be lost.
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Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.
Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.
Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.
We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.
If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.
If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.
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Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.
Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.
Mineral prices are subject to dramatic and unpredictable fluctuations.
We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of lithium and/or associated byproducts. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.
The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.
The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.
In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.
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Risks Related to our Company
The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.
We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. We had cash in the amount of $2,841,204 as of December 31, 2025. At December 31, 2025 we had working capital of $408,508. We incurred a net loss of $495,801 for the year ended December 31, 2025. We estimate our average monthly operating expenses to be approximately $60,000, including property costs, management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.
Management has plans to seek additional capital through private placements of its capital stock. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence.” We continue to experience net operating losses.
Risks Associated with Our Common Stock
Trading on the OCTQB may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.
Our common stock is quoted on the OTCQB electronic quotation service operated by OTC Markets Group Inc. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.
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Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission (“SEC”) has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
In addition to the “penny stock” rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
Other Risks
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Item 1C. Cybersecurity
Risk Management and Strategy
The Company has processes for assessing, identifying, and managing
Governance
Board of Directors
The audit committee of the Company’s board of directors, with the input of management, oversees the Company’s internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee is informed of material risks, when applicable, from cybersecurity threats by the Company’s Chief Executive Officer. Updates on cybersecurity matters, including material risks and threats, are provided to the Company’s audit committee, and the audit committee provides updates to the Company’s board of directors at regular board meetings.
Management
Under the oversight of the audit committee of the Company’s board of directors, the Company’s Chief Executive Officer is primarily responsible for the assessment and management of material cybersecurity risks and establishing and maintaining adequate and effective internal controls covering cybersecurity matters.
The audit committee of the Company’s board of directors, with the assistance of the Company’s Chief Executive Officer, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.
As of the date of this report, other than the foregoing, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this report. For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factors in Item 1A. Risk Factors in this report.
Item 2. Properties
Our corporate head office is located at 1031 Railroad St., Ste 102B, Elko Nevada 89801, our monthly rent is $500 paid to a Rangefront Geological, a related party, which also includes storage space for field gear. We also rent office and storage space in Richland WA in support of our Ti/REE, Graphite, Fluorspar and Antimony prospects in Southern British Columbia, which rent is also $500 per month. Additionally Lithium Corporation owns outright 2.3 acres (five lots) of undeveloped fee-title land in the town of Tonopah, NV.
Mineral Properties
Of our various property interests, we consider the Fish Lake Valley Property to be our material property interest.
Fish Lake Valley Property
Lithium Corp’s flagship property is the Fish Lake Valley Project that is a lithium brine prospect - similar to the salars of Chile & Peru, and more importantly Albemarle’s Silver Peak lithium-in-brine facility in Clayton Valley Nevada, which is only approximately 25 miles to the southeast of our property. For decades Silver Peak has been the only lithium producing facility in North America. Production commenced at Silver Peak in 1966, and they have been producing lithium carbonate from brines on a continuous basis since. Lithium Corp’s Fish Lake Valley Project is in a highly analogous geologic setting and geothermal regime to Clayton Valley.
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Fish Lake Valley Project in Esmeralda County, Nevada, west central Nevada USA consists of Lithium Corp’s 100% owned 297 placer claims totaling 10,972 acres (4,440 hectares). The prospect is a lithium/boron/potassium enriched playa (also known as a salar, salt marsh, or salt pan), with the area of greatest interest roughly centered at 417000E 4195550N (WGS 84). approximately 18 miles from the California border.
Map 1, Fish Lake Valley Project claim outline.
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It is roughly 37 miles to the west-southwest of Tonopah Nevada, 37 miles north-northeast of Bishop California, and 174 miles to the northwest of Las Vegas Nevada, the largest population center in the region. Using the Public Land Survey System, the center of the property is Township 1S, Range 36E, Section 11, Mount Diablo Meridian.
Fish Lake Valley has not had mining production in the most recent three fiscal years although the property was developed as a borate producer in the late 1860’s, with the earliest record of production in 1873. Production by 1875 was in the order of 2 tons (1.814 tonnes) of concentrated borax daily. Operations ceased sometime prior to the 1900’s and there is no record of any further activity or exploration until the 1970’s, when interest in lithium brines was high due to the discovery and eventual development of the Silver Peak deposit in nearby Clayton Valley. During the 1970’s the USGS conducted some lithium focused exploration in the general area and drilled several holes on the periphery of the playa. During the 1980’s US Borax discovered the Cave Springs boron/lithium clay deposits which are several kilometers to the east of the Fish Lake Valley playa. These deposits were called the Borate Hills and were being explored during 2011 by American Lithium Minerals, Inc. in a joint venture with Japan Oil and Gas (JOGMEC). Recently the property has been renamed as the Rhyolite Ridge Lithium-Boron Project that is currently being developed by an Australian explorer, Ioneer Limited.
While Fish Lake Valley has seen sporadic exploration since the 1970’s no modern processing facilities exist in Fish Lake Valley. The ruins from Francis “Borax” Smith’s Pacific Borax plant on the west side of the playa at Fish Lake Valley dating to the 1870’s are still visible here, as are the dumps, and some scattered equipment from one of his later ventures on the south end of the playa.
The property was originally held under a mining lease purchase agreement dated June 1, 2009, between Nevada Lithium Corporation, and Nevada Alaska Mining Co. Inc., Robert Craig, Barbara Craig, and Elizabeth Dickman. Nevada Lithium issued to the vendors $350,000 worth of common stock of our company in eight regular disbursements. All disbursements were made of stock worth a total of $350,000, and claim ownership was transferred to our company.
The geological setting at Fish Lake Valley is highly analogous to the salars of Chile, Bolivia, and Peru, and more importantly Clayton Valley, where Albemarle has its Silver Peak lithium-brine operation. Lithium-enriched Tertiary-era Fish Lake formation rhyolitic tuffs or ash flow tuffs have accumulated in a valley or basinal environment. Over time interstitial formational waters in contact with these tuffs, have become enriched in lithium, boron and potassium which could possibly be economic, and amenable to production by evaporative or direct lithium extraction (DLE) methods.
Access is excellent in Fish Lake Valley with all-weather gravel roads leading to the property from state highways 264, and 265, and maintained dirt roads ring the playa. Power is available approximately 10 miles from the property, and the village of Dyer is approximately 12 miles to the south, while the town of Tonopah, Nevada is approximately 50 miles to the east. The infrastructure is excellent in the general area of the Fish Lake Valley prospect. Power is available along highway 264 which runs north to south some 8 miles to the west of the property. The capacity of the line is unknown however it does appear on government issued maps as being equal to or greater than 55 kilovolts to the south of the village of Dyer. There are defined geothermal resources around the prospect. Should lithium production be established in the valley it may present an opportunity to the company who originally defined these geothermal resources to continue to the development stage. Abundant fresh water is available in the valley to the south of the northern playa. Most supplies are available in Tonopah which is approximately 75 miles by road from the property. Also, sufficient manpower is available in the region, and some personnel exist locally with training specific to lithium brine processing due to the proximity of the property to Albemarle’s Silver Peak operation. The property does have patchy cell phone service from two different providers. Las Vegas’ Harry Reid International Airport is 249 miles by road to the southeast of the property, while Reno-Tahoe International Airport is 213 miles by road to the northwest, and Elko (which is an important mining supply center) is approximately 334 miles by road from the property. The playa or claim block area should be large enough to accommodate a production facility like that found at Silver Peak, and there are several potential processing plant sites in the area.
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Our company completed a number of geochemical and geophysical studies on the property and conducted a short drill program on the periphery of the playa in the fall of 2010. Near-surface brine sampling during the spring of 2011 outlined a boron/lithium/potassium anomaly on the northern portions of the northern playa, that is roughly 1.3 x 2 miles long, which has a smaller higher grade core where lithium mineralization ranges from 100 to 150 mg/L (average 122.5 mg/L), with boron ranging from 1,500 to 2,670 mg/L (average 2,219 mg/L), and potassium from 5,400 to 8,400 mg/L (average 7,030 mg/L). Wet conditions on the playa precluded drilling there in 2011, and for a good portion of 2012, however a window of opportunity presented itself in late fall 2012. In November/December 2012 we conducted a short direct push drill program on the northern end of the playa, wherein a total of 1,240.58 feet (378.09 meters) was drilled in 20 holes at 17 discrete sites, and an area of 3,356 feet (1,023 meters) by 2,776 feet (846 meters) was systematically explored by grid probing. The deepest hole was 81 feet (24.69 meters), and the shallowest hole that produced brine was 34 feet (10.36 meters). The average depth of the holes drilled during the program was 62 feet (18.90 meters). The program successfully demonstrated that lithium-boron-potassium-enriched brines exist to at least 62 feet (18.9 meters) depth in sandy or silty aquifers that vary from approximately three to ten feet (one to three meters) in thickness. Average lithium, boron and potassium contents of all samples are 47.05 mg/L, 992.7 mg/L, and 0.535% respectively, with lithium values ranging from 7.6 mg/L to 151.3 mg/L, boron ranging from 146 to 2,160.7 mg/L, and potassium ranging from 0.1 to 1.3%. The anomaly outlined by the program is 1,476 by 2,461 feet (450 meters by 750 meters), and is not fully delimited, as the area available for probing was restricted due to soft ground conditions to the east and to the south. A 50 mg/L lithium cutoff is used to define this anomaly and within this zone average lithium, boron and potassium contents are 90.97 mg/L, 1,532.92 mg/L, and 0.88% respectively. On September 3, 2013, we announced that drilling had commenced at Fish Lake Valley. Due to storms and wet conditions in the area that our company had hoped to concentrate on, the playa was not passable, and so the program concentrated on larger step-out drilling well off the playa. This 11-hole, 1,025-foot program did prove that shallow mineralization does not extend much, if at all, past the margins of the playa, as none of the fluids encountered in this program were particularly briny, and returned values of less than 5 mg/L lithium. Results from the work done in the past by Lithium Corporation has been very positive, and our company believes that the playa at Fish Lake Valley may be conducive to the formation of a “Silver Peak” style lithium brine deposit.
Early in 2016 the company signed an Exploration Earn-In Agreement with 1032701 B.C. Ltd., a private British Columbia company with respect to our Fish Lake Valley lithium brine property, wherein 1032701 B.C. Ltd., could have acquired an initial 80% undivided interest in the Fish Lake Valley property through the payment of an aggregate of US$300,000 in cash, completing a “Going Public Transaction” on or before May 6, 2016, and subject to the completion of the “Going Public Transaction, arranging for the issuance of a total of 400,000 common shares in the capital of the resulting issuer. The Optionee needed to make qualified exploration or development expenditures on the property of $200,000 before the first anniversary, an additional $300,000 before the second anniversary, an additional $600,000 prior to the third anniversary, and make all payments and perform all other acts to maintain the Property in good standing before fully earning their 80% interest. Additionally, after the initial earn-in the Optionee had the right for up to 12 months to purchase our 20% interest in the property for $1,000,000, at which point our interest would have reverted to a 2 1/2% Net Smelter Royalty (NSR). The Optionee could then have elected at any time to purchase one half (1.25%) of our NSR for $1,000,000.
American Lithium Corp. subsequently acquired 100% of 1032701 BC, and a formal option agreement was entered into, effective March 31, 2016. An amendment to the agreement was entered into on the 14th of February 2018 whereby American Lithium issued 10,000 post consolidation “Agreement Year” shares to Lithium Corporation as mandated by the agreement, as well as a further 80,000 shares in consideration for Lithium Corporation agreeing to extend the work commitment date for Year 2 of the agreement to September 30, 2018. We had received all money, and common shares issuable in relation to the Fish Lake Valley option agreement, but the Purchaser issued formal notice of the relinquishment of the Purchasers right to earn the interest in the property on April 30th 2019. As this was the termination of the option agreement $443,308 was taken into income. During the year-ended December 31, 2019, the Company recorded a $159,859 allowance for the properties and has a net book value of $Nil.
On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining Limited (now Morella Corporation after a name change), an Australian Lithium explorer and developer and a related party, whereby Morella can earn a 60% interest in the Fish Lake Valley lithium-in-brine property in Esmeralda County, Nevada by paying the Company $675,000, issuing the equivalent of $500,000 worth of Morella stock, and expending $2,000,000 of exploration work over the next four years. To date Morella is current with its obligations under the formal agreement ratified on October 12th 2021, having paid the initial $50,000 on signing the LOI, the $100,000 due on signing the formal agreement, and all anniversary payments since, and has issued a total of 55,560,526 shares of Morella (1MC:ASX, Altaf:OTC-QB) common stock to date. Morella has completed Passive Seismic and Magneto-telluric surveys, have permitted 8 drill sites, installed surface casing on the first site on the southern block, while conducting ongoing tests for amenability to direct lithium extraction (DLE). Drilling commenced in early October 2023, to the northeast of the playa, proximal to but away from the area of known mineralization. Only moderate lithium mineralization was encountered in the 2023 drillhole in both clays and brines.
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In addition to the cash and share payments under the Option Agreement, Morella was to perform and exploration and development work on the property in the value of:
Year 1: |
| $ | 200,000 |
|
Year 2: |
| $ | 400,000 |
|
Year 3: |
| $ | 600,000 |
|
Year 4: |
| $ | 800,000 |
|
Under the Option Agreement Morella was the operator of the Fish Lake Valley Project and was responsible for all exploration efforts. Fish Lake Valley Project is an early-stage exploration property and is currently permitted under a BLM Notice of Intent (NOI) level permit. This permit limits surface disturbance to 5 acres or less.
Fish Lake Valley does not currently have any Proven, Probable, Measured, Indicated, or Inferred Resources or other quantified Resources.
Table 1 to Paragraph (b) – Summary Mineral Resources at End of the Fiscal Year Ended December 31, 2023.
| Measured Mineral Resources | Indicated Mineral Resources | Measured + Indicated Mineral Resources | Inferred Mineral Resources | ||||
| Amount | Grade/Quality | Amount | Grade/Quality | Amount | Grade/Quality | Amount | Grade/Quality |
Lithium | Nil | N/A | Nil | N/A | Nil | N/A | Nil | N/A |
Table 1 to Paragraph (b) – Summary Mineral Reserves at End of the Fiscal Year Ended December 31, 2023.
| Proven Mineral Reserves | Probable Mineral Reserves | Total Mineral Reserves |
| Proven Mineral Reserves | Probable Mineral Reserves |
| Amount | Grade/Quality | Amount |
| Amount | Grade/Quality |
Lithium | Nil | N/A | Nil | Lithium | Nil | N/A |
There is no equipment currently on the property as drilling operations are not active now and as earlier mentioned no facilities have been built on the property.
As there is no processing plant or equipment on the property no book value is assigned for processing plants or equipment, and as exploration expenditures are expensed rather than accrued the current book value of the Fish Lake Valley Project as reported on Lithium Corporation’s financial statements is zero.
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Since Lithium Corporation’s optioning of the property in 2009 the following work has been conducted on the property:
| · | Surficial sediment sampling – 49 grid sediment samples were collected, and a further 32 sediment samples from discrete points on the property in 2009 and early 2010. |
| · | Preliminary water sampling 2009-10 – 9 water samples collected. |
| · | Surficial sediment temperature and pH/ORP survey, March 2010. |
| · | SP gradient surveys on the northern playa March 2010, a total of 8.525-line km surveyed. Also, a 1 km line of long-wire SP surveying was completed on a line where a gradient survey was performed earlier. |
| · | Gravity survey of the southern playa in May 2010 – an area of approximately 6 km2 was investigated via high-definition gravity. Follow-up surveying was completed in October 2011 and a further 30 stations were read. The northern playa was too wet to access for survey work. |
| · | Near surface brine and sediment sampling program in March 2011 – 39 brine samples. |
| · | Gravity survey of the northern playa in August 2011. An abortive attempt was made to survey the northern playa where 22 stations were setup on the periphery. The northern playa was too wet to survey. |
| · | Direct push drilling program in October 2011, included 41 holes at 25 sites (1080.77 m) a total of 37 samples collected. |
| · | Direct push drilling program in November 2012, included 19 holes at 17 sites (362.97 m). |
| · | a total of 19 samples collected. |
| · | Confirmatory and expanded hand auger drill hole brine sampling by American Lithium Corporation in 2016. A total of 154 samples collected. |
| · | Geological and Geophysical collaboration between American Lithium Corporation and University of Texas at Dallas, August 2016. |
| · | Drilling of a deep sonic drill hole (L-16-13A) on the property to the east of the margin of the playa, south of the area of strongest lithium/boron/potassium mineralization in September 2016. |
| · | Passive Seismic, and Audio Magnetotelluric surveys in 2022 – 24. |
| · | Brine bench tests to determine amenability to Direct Lithium Extraction technology |
| · | One RC drillhole proximal to the Northeastern margin of the playa. |
Approximately $25 million dollars has been spent on geothermal exploration in the general area (personal communication J. Demonyaz) since the 1980’s, and two deep oil exploration holes were drilled immediately to the west-southwest of the claim area, both of which were not properly plugged and abandoned, and currently flow warm geothermal waters from a known aquifer at about 800-foot depth. Some of this data exists in the public domain. Most recently Ormat Technologies Inc., a geothermal exploration and production company has drilled a successful well approximately one mile to the northeast of our claims here, and is conducting flow tests presently.
Morella currently maintains a BLM issued permit for the drilling of two holes on the Northeast edge of the playa (one of which was drilled in Fall 2023. These pads are fully compliant with regulations, and a bond has been registered with the BLM to ensure the full remediation of these pads. There are no known encumbrances on the property, and to our knowledge Morella Corp has not pursued additional permitting for future exploration. Once the next stage of exploration and budgeting has been determined permitting is expected to take no more than 45 days from the time the permit application is submitted to the BLM. Key permit conditions are generally bonding of planned disturbances. No violations or fines are expected or normally incurred at this stage of exploration as long as the operator executes the plan in the Notice of Intent that is submitted to the BLM.
By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the southern and more eastern portions of the property reserving a 3.5% Net Smelter Royalty (NSR) on the assigned property, and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the property. Lithium Corporation would retain 100% interest in the northern portions of the property, subject to an ROFR on similar terms as above in favor of Morella. Currently the land position is comprised of Lithium Corporation’s twenty-eight 100% owned 80-acre placer claims totaling 2,220 acres (898 hectares), and a 3.5% Net Smelter Royalty on a mix of 20- and 80-acre placer claims held by Morella Corporation totaling 3,833.64 acres (1551.45 hectares). To date Lithium Corporation has conducted a one claim test of quit-claiming of ownership title in favor of Morella. Morella has not to date issued any shares with respect to its obligations under the Sept 5th agreement, nor has Lithium Corporation reimbursed Morella for claim fees paid in September, but will do so once an invoice has been issued and tranches of shares committed to have been issued are received.
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San Emidio Property
The San Emidio property, located in Washoe County in northwestern Nevada, was acquired through the staking of claims in September 2011, and has expanded and contracted over time depending on the state of the lithium carbonate market. Currently the Company holds thirty-five 80-acre Association Placer claims here covering an area of approximately 2,800 acres (1133 hectares). The property is approximately 65 miles north-northeast of Reno, Nevada, and has excellent infrastructure.
We identified this prospect during 2009, and 2010 through surficial geochemical sampling, and geological interpretation. The early reconnaissance sampling determined that anomalous values for lithium occur in sediments over a good portion of the playa. Our company conducted near-surface brine sampling in the spring of 2011, and a high resolution gravity geophysical survey in summer/fall 2011. Our company then permitted a seven-hole drilling program with the Bureau of Land Management in late fall 2011, and a direct push drill campaign commenced in early February 2012. Drilling here delineated a narrow elongated shallow brine anomaly which is greater than 2.5 miles length, somewhat distal to the basinal feature outlined by the earlier gravity survey. The anomaly aligns with the present day topographical low in the valley, which could be the result of extension along a north-easterly trending fault. Two values of over 20 milligrams/liter lithium were obtained from two shallow direct push probe holes located centrally in this brine anomaly.
We drilled this prospect again in late October 2012, further testing the area of the property in the vicinity where prior exploration by our company discovered elevated lithium levels in subsurface brines. During the Fall 2012 program a total of 856 feet (260.89 meters) was drilled at 8 discrete sites. The deepest hole was 160 feet (48.76 meters), and the shallowest hole that produced brine was 90 feet (27.43 meters). The average depth of the seven hole program was 107 feet (32.61 meters). The program better defined the lithium-in-brine anomaly that was discovered in early 2012. This anomaly is approximately 0.6 miles (370 meters) wide at its widest point by more than 2 miles (3 kilometers) long. The peak value seen within the anomaly is 23.7 mg/l lithium, which is 10 to 20 times background levels outside the anomaly. Our company believes that, much like Fish Lake Valley, the playa at San Emidio may be conducive to the formation of a “Silver Peak” style lithium brine deposit, and the recent drilling indicates that the anomaly occurs at or near the intersection of several faults that may have provided the structural setting necessary for the formation of a lithium-in-brine deposit at depth.
Our company entered into an exploration earn-in agreement on the property on May 3, 2016 with 1067323 B.C. Ltd., wherein the Optionee was to pay an initial $100,000 and issue 100,000 shares within 30 days of a “Going Public Transaction”. 1067323 subsequently merged with American Lithium Corp., who then assumed the duties of the Optionee, and fulfilled the initial obligations. The further terms of the agreement were that American Lithium was to issue 100,000 shares to Lithium Corporation on or before both the first & second anniversaries of the going public transaction. Additionally American Lithium was to conduct $100,000 exploration work in year 1, $200,000 in year 2, and $300,000 in year 3. On fulfillment of all its obligations American Lithium would have earned an 80% interest in the property. The Optionee also had the option to earn a further 20% interest in the property by paying $1,000,000 to the company within 36 months of the exercise of the initial earn-in. If American Lithium had exercised its right with respect to the subsequent earn-in then Lithium Corporation’s interest would have reverted to a 2.5% Net Smelter Revenue (NSR) interest. American Lithium then could have purchased one half of the NSR (1.25%) for $1,000,000 at any time thereafter. In June 2018, the Company received notification that the purchaser was relinquishing any right to earn an interest in the property and, as such, $202,901 was taken into income. During the year-ended December 31, 2019, the Company recorded a $217,668 allowance for the property which then had a net book value of $Nil.
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On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals whereby Surge may earn an 80% interest in the Company’s San Emidio lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000 and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make payments of $620,000 in cash and stock over 5 years while incurring expenditures on the property of $1,000,000 over that period. Upon fulfillment of the aforementioned commitments Surge would have been deemed to have earned their undivided 80% interest and could have formed a joint venture with the Company. Surge Battery Metals completed some geochemical work on the prospect block and gave Lithium Corporation formal notice in Summer 2022 that they were relinquishing all interest in the property. In Fall 2022 the Company completed a Controlled Source Audio-Magnetotelluric (CSAMT) survey on the property and is currently actively searching for a Joint Venture Partner for this prospect.
BC Sugar Flake Graphite Property
On June 6, 2013, we entered into a mining claim sale agreement with Herb Hyder wherein Mr. Hyder agreed to sell to our company a 50.829 acre (20.57 hectare) claim located in the Cherryville area of British Columbia. As consideration for the purchase of the property, we issued 250,000 shares of our company’s common stock to Mr. Hyder. In addition to the acquired claim, our company staked or acquired another 13 claims at various times over the subsequent months, to bring the total area held under tenure to approximately 19,816 acres (8,020 hectares). Since that time the company has let all but what appears to be the most prospective claims lapse, and currently the company holds two titles here for a cumulative total of 152.39 acres (61.67 hectares). The flake graphite mineralization of interest here is hosted predominately in graphitic quartz/biotite, and lesser graphitic calc-silicate gneisses. The rocks and mineralization in the general area of the BC Sugar prospect are similar to the host rocks in the area of the crystal graphite deposit 55 miles (90 kms) to the southeast that is being mined by Eagle Graphite.
The BC Sugar property is within the Shushwap Metamorphic Complex, in a geological environment favorable for the formation of flake graphite deposits, and is in an area of excellent logistics and infrastructure, with a considerable network of logging roads within the project area. Additionally the town of Lumby is approximately 19 miles (30 kms) to the south of the property, while the City of Vernon is only 30 miles (50 kms) to the southwest of the western portions of the claim block.
Work progressed, and the property expanded throughout the summer of 2013, and culminated with the receipt of the final assays from the last phases of the prospecting and geological program in December of 2013. That work increased the area known to be underlain by graphitic bearing gneisses, and further evaluations were made in the area of the Sugar Lake, Weather Station, and Taylor Creek showings. In the general vicinity of the Weather Station showing that was initially discovered in early July 2013, a further 13 samples were taken, and hand trenching was performed at one of several outcrops in the area. In the trench a 5.2 meter interval returned an average of 3.14% graphitic carbon, all in an oxidized relatively friable gneissic host rock. Additionally a hydrothermal or vein type mineralized graphitic quartz boulder was discovered in the area which graded up to 4.19% graphitic carbon. The source of this boulder was not discovered during this program, but it is felt to be close to its point of origin. Samples representative of the mineralization encountered here were taken for petrographic study, which was received in late 2013. A brief assessment work program was performed in September 2014 to ensure all claims in the package were in good standing prior to the anticipated sale of this asset to Pathion Inc. Recommendations were made by the consulting geologist who wrote the assessment report with respect to trenching, and eventually drilling the Weather Station showing. Our company submitted a Notice of Work to the BC Government in early May 2015 to enable our company to conduct a program of excavator trenching, sampling and geological mapping on the Weather Station showing. In May of 2015 we signed an agreement with KLM Geosciences LLC of Las Vegas to conduct a short Ground Penetrating Radar (GPR) survey on the property in the Weather Station – Taylor Creek areas. The GPR survey as well as a GEM-2 frequency domain electromagnetic (FDEM) survey took place in approximately mid-May 2015. The GPR survey did not provide useful data because of the moisture saturation in the shallow subsurface. The FDEM survey successfully generated an anomaly over known mineralization and possibly indicates that the mineralization may extend both to the west and to the east in areas blanketed by glaciofluvial till.
In August of 2015 our Notice of Work for trenching was approved by the BC Government and in October we commenced work. A trench of 265.76 feet (81 meters) was excavated and graphitic gneiss was mapped and sampled. In all 23 samples were taken over the 69 meters of exposed mineralization that could be safely sampled. Trench depths varied from 1.2 meters in areas of semi-consolidated rock to 4.8 meters in areas of mainly decomposed material. There was an approximately 12 meter section of the trench of sand, and fluvial till in an ancient stream bed where the excavator could not reach the graphitic material that is inferred to exist at depths greater than 5 meters. Also there was a 4 meter section at depths from 4.8 to 5 meters where graphite mineralization could be seen at depth, but could not be safely sampled.
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The entire 69 meter interval that was sampled averaged 1.997% graphitic carbon, and mineralization remains open in all directions. Within that interval there was a 30 meter section that averaged 2.73% graphitic carbon, and within that interval there was a 12 meter section that averaged 2.99% graphitic carbon. The best mineralization, and most friable material is proximal to the aforementioned abandoned creek channel, and it appears that proximity to this feature gave rise to the deep weathering profile encountered here. Determining the tenor, and extent of the friable material were the two major objectives of this program as this material, which is very similar to that mined at Eagle Graphite’s operation is very easy/economical to be mined and processed, and typically contains the highest percentages of graphite over consistent widths.
A “mini-bulk sample” was taken from the Weather Station Zone in October 2017, and submitted to SGS Vancouver for preliminary bench tests, and further petrographic analysis. Tests indicated that the “fairly coarse” flake graphite was easily liberated from the unconsolidated host material, and initial flotation tests were positive with over 80% of the graphite in the sample being floated off.
The Company revised its trenching permit in 2017 and conducted a program of 12 mechanized test pits in May 2018. This work was done in an area ranging from 1 to 1.5 kilometers to the east of the Weather Station Zone in a zone of numerous discrete conductors detected during the 2015 FDEM geophysical survey. Three of these pits intercepted weathered weak to moderately mineralized graphitic material with the best assay being 2.62% graphitic, carbon, and six test pits bottomed in non-mineralized bedrock. The remaining three did not reach bedrock or intercept graphitic material prior to reaching the maximum digging capability of the excavating equipment used. The Company had reduced its acreage holdings here to approximately 203 acres (82 hectares) to facilitate applying 5 years assessment credit to the most prospective area of the property, and had placed it on the “back burner” in favor of developing other prospects. The Company is currently in the planning stages with respect to the work to be done on these prospects this summer.
The Hughes Claims
Effective April 23, 2014, we entered into an operating agreement with All American Resources, LLC and TY & Sons Investments Inc. with respect to Summa, LLC, a Nevada limited liability company incorporated on December 12, 2013. Through our 25% membership interest in Summa we hold an indirect interest in a number of patented mining claims that spring from the once considerable mineral holdings of Howard Hughes’s Summa Corp. Our company’s capital contribution paid to Summa, LLC was $125,000, of which $100,000 was in cash and the balance in services.
Lithium Corporation participated in the formation of Summa, which holds 88 fee-title patented lode claims that cover approximately 1,191.3 acres of prospective mineral lands. Our company signed a joint operating agreement with the other participants in Spring 2014 to govern the conduct of Summa, and the development of the lands. Our company’s President Tom Lewis was named as a managing member of Summa, and as such has a direct say in the day to day operations of that company.
The Hughes lands are situated in six discrete prospect areas in Nevada, the most notable of which being the Tonopah block in Nye County where Summa holds 56 claims that cover approximately 770 acres in the heart of the historic mining camp where over 1.8 million ounces of gold and 174 million ounces of silver were produced predominately in the early 1900’s. The Hughes claims include a number of the prolific past producers in Tonopah, such as the Belmont, the Desert Queen, and the Midway mines. In addition there are also claims in the area of the past producing Klondyke East mining district, which is to the south of Tonopah, and at the town of Belmont (not to be confused with the Belmont claim in Tonopah), Nevada, another notable silver producer from the 1800’s, which is roughly 40 miles to the northeast of Tonopah.
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The ongoing litigation with respect to Summa’s Tonopah holdings had precluded investing time or money into the property immediately after the court awarded Summa ownership in 2013, however in 2018 Summa won a “quiet title” case in the Fifth Judicial Court in Tonopah, which determined that Summa’s title is superior to all other claimants. The subsequent appeal of this verdict was quashed later in 2018, and there has been no further action on that account. Summa signed a Letter of Intent on January 14, 2020 with respect to the Tonopah property whereby 1237025 BC Ltd, can earn a 100% interest in the property (subject to a 1.0% Net Smelter Royalty or NSR) by paying $400,000 in cash, issuing $400,000 in shares, and incurring $1.5 million in exploration expenditures in stages over the next 5 years. The Optionee would also have the right to purchase ¼ of the NSR for $1,500,000, and the future right to purchase a further ¼ of the NSR for $2,500,000. The definitive agreement was signed in March of 2020, and 1237025 BC Ltd subsequently merged with Pinnacle North Gold Corp., who then changed their name to Summa Silver Corp (SSVR). SSVR actively explored the property in the second half of 2020, drilling roughly 14,000 meters in 29 drill holes. Additionally more work was performed on the Belmont tailings portion of the project aided by Lithium Corporation personnel, who have been actively promoting and advancing this aspect of the Tonopah holdings since acquisition. In 2021 SSVR accelerated the earn-in provisions of the option agreement and was transferred a 100% interest in the property. Summa still retains a 1% (LTUM’s share 0.25%) Net Smelter Royalty on the property.
Summa, LLC still retains a 100% interest (subject to a 2% NSR in favor of Summa Corp. (the successor entity to the Hughes Corporation) in a further five project areas in the state of Nevada, and Lithium Corporation remains committed to casually helping them move the projects along so that they may be optioned eventually.
North Big Smoky Property
During the period 2011 through 2012 the Company conducted geophysical, and geochemical work on BLM lands in North Big Smoky Valley, Nye County Nevada, in an area that proved to be geochemically anomalous, both in sediment and brines. The geological setting in this area is quite similar to that at our other brine prospects, and Clayton Valley to the southwest of here, and had experienced some geothermal and petroleum exploration in the past. In April of 2016 Lithium Royalty Corp (a wholly owned subsidiary through which we had planned to build a portfolio of lithium mineral properties) acquired through staking the North Big Smoky Prospect, a block of placer mineral claims in Nye County Nevada. On May 13, 2016 our wholly owned subsidiary sold 100% of the interest in the property to 1069934 Nevada Ltd. ("Purchaser") a private company. Consideration paid to Lithium Royalty Corp. consisted of mainly of 300,000 shares in the "Purchaser Parent", 1069934 B.C. Ltd, and retained a royalty on the property. No appreciable work was done and by agreement dated September 13, 2017 Lithium Corporation agreed to sell back the shares of 1069934 Nevada Ltd. to San Antone Minerals Corp (successor corporation) who subsequently allowed the claims here to lapse.
This area was subsequently re-staked by Lithium Corporation in March 2022, and on April 29, 2021 we signed a Letter Of Intent (LOI) with an Australian Lithium explorer and developer Altura Mining Limited a related party. Under the formal agreement which was signed in October 2021 Altura (now Morella Corp) can earn a 60% interest in the Fish Lake Valley property by paying the Company $675,000, issuing the equivalent of $500,000 worth of Morella stock, and expending $2,000,000 of exploration work in the next four years. Morella has conducted a sediment geochemistry program, and several geophysical surveys on a phased basis on the property. Drilling was conducted in 2023 with moderate lithium in clay mineralization having been uncovered in the course of the first two-hole program. By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the entire property reserving a 3.5% Net Smelter Royalty (NSR), and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the property. To date Lithium Corporation has not transferred claim ownership to Morella, nor has Morella issued any shares with respect to its obligations under the Sept 5th agreement.
British Columbia Tantalum/REE/Titanium Properties
On March 1st 2017 the company signed a letter of intent (LOI) with Bormal Resources Inc. wherein the company may earn an interest in three properties in British Columbia. The Michael property in the Trail Creek Mining Division was originally staked by Bormal to cover one of the most compelling tantalum (Ta) in stream sediment anomalies as seen in the government RGS database in British Columbia. Bormal conducted a stream sediment sampling program in 2014, and determined that the tantalum-niobium (Nb) in stream sediment anomaly is bona fide, and in the order of 6 kilometers in length. In November of 2016 Lithium Corporation conducted a short soil geochemical orientation program on the property as part of its due diligence, and determined that there are elevated levels of niobium-tantalum in soils here.
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Also in the general area of the Michael property the Yeehaw prospect has been staked by Bormal over a similar but lower amplitude Tantalum/Rare Earth Element (REE’s) stream sediment anomaly. Both properties are situated depicted on government geological maps as being within the Eocene Coryell batholith, and it is thought that these anomalies may arise from either carbonatite or pegmatite type deposits.
The third property at Three Valley Gap, is in the Revelstoke Mining Division and is situated in a locale where several Nb-Ta enriched carbonatites have been noted to occur. A brief field program by Bormal in 2015 located one of these carbonatites, and concurrent soil sampling determined that the soils here are enriched with Nb-Ta over the known carbonatite, and indicated that there are other geochemical anomalies locally that may indicate that more carbonatites exist here and are shallowly buried.
Lithium Corporation conducted fieldwork on the Michael, and Yeehaw properties during summer 2017. At Yeehaw a 30 meter wide structure was discovered that is anomalous for titanium and Rare Earth Elements, while soil sampling at Michael detected an anomaly that is greater than 800 meters in length that exhibits increased Tantalum-Niobium plus Rare Earth Element mineralization. The Company has dropped any further interest in both the Michael and Three Valley Gap properties, and has earned its 100% interest in the Yeehaw property. Field work on the Yeehaw property in Spring 2018 discovered a further zone of Ti/REE enrichment, and additional work was performed on the property in 2019 which extended the known strike of the Horseshoe Bend showing approximately 50 meters to the west, and mineralized float was found that possibly indicates it could continue to the east for another several hundred meters. The Company is currently in the planning stages for field season 2026.
Las Pilas Rare Earth Property
In 2024 the Company staked a number of claims prospective for Fluorspar mineralization in the Granby River Valley, north of Grand Forks BC. The bulk of these lapsed in 2025, however the company discovered Rare Earth Element (REE) mineralization on some of the remaining claims, and restaked much of the dropped claim block along with others. On December 31, 2025 the Company entered into an option agreement with Ridgestone Mining, Inc. (a related company by virtue of Brian Goss our VP Exploration and a director is also the CEO, president and a director of Ridgestone) whereby Ridgestone (OTCQB: RIGMF, TSX.V: RMI) will pay Lithium Corporation $315,000 Cdn, issue 500,000 common shares to the Company, and complete $600,000 Cdn in exploration expenditures over the next three years to earn a 100% interest in the property. The optioned interest is subject to a 2.0% Net Smelter Return royalty retained by Lithium Corporation. To date the Company has received $5,000 Cdn and the parties are awaiting regulatory approval with respect to this arrangement, as well as aboriginal approval for the claims recently staked here.
Property Internal Controls
All material properties the company controls are in exploration stage and the company or its Optionors are not estimating mineral resource or reserves on the company’s properties at this time. The company is a prospect generator and conducts early stage exploration level operations. During prospect generation and regional exploration, the company does not have a formal internal QA/QC program although we do follow chain of custody (CoC) procedures and use accredited assay labs for analysis. Chain of Custody procedures we follow involve the geologist taking the samples oversees the samples personally until that geologist submits the samples to the appropriate accredited laboratory for analysis. Laboratory accreditation is typically ISO certified. ISO certification is a seal of approval from a third party body that a company runs to one of the international standards developed and published by the International Organization for Standardization.
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Exploration programs on the company’s material properties are conducted by Optionors. The company does not control the QA/QC procedures instituted by the Optionors and periodically may receive technical updates from Optionors that describe the QA/QC procedures although the company does not have input over the QA/QC procedures used.
Item 3. 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 are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common shares are quoted on the OTCQB operated by OTC Markets Inc., under the symbol “LTUM.” The following quotations, obtained from OTC Markets, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The high and low bid prices of our common stock for the periods indicated below are as follows:
OTC Bulletin Board (1) | ||
Quarter Ended | High | Low |
December 31, 2025 | $0.4395 | $0.081 |
September 30, 2025 | $0.554 | $0.0305 |
June 30, 2025 | $0.0602 | $0.0225 |
March 31, 2025 | $0.0436 | $0.0237 |
December 31, 2024 | $0.039 | $0.036 |
September 30, 2024 | $0.055 | $0.042 |
June 30, 2024 | $0.048 | $0.037 |
March 31, 2024 | $0.04 | $0.036 |
December 31, 2023 | $0.091 | $0.041 |
| (1) | Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions. |
Our shares are issued in registered form. Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: (775) 322-0626; Facsimile: (775) 322-5623 is the registrar and transfer agent for our common shares.
On March 31, 2026, the shareholders’ list showed 16 registered shareholders with 117,892,441 common shares outstanding.
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Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
On May 16, 2022, our board of approved the adoption of the 2022 Stock Plan which permits our company to issue up to 12,000,000 shares of our common stock to directors, officers, employees and consultants. This plan had not been approved by our security holders. To date no shares have been issued subject to the provisions of this plan.
The following table summarizes certain information regarding our equity compensation plans as at December 31, 2025:
Equity Compensation Plan Information | |||
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
Equity compensation plans approved by security holders | Nil | Nil | Nil |
Equity compensation plans not approved by security holders | 3,500,000 |
$0.04 |
8,500,000 |
Total | 3,500,000 | $0.04 | 8,500,000 |
Convertible Securities
As of December 31, 2025, we had 3,500,000 outstanding options to purchase shares of our common stock.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2025 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2025.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2025.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 6 of this annual report.
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Plan of Operations and Cash Requirements
Cash Requirements
Our current operational focus is to conduct exploration activities on our properties in British Columbia, and the San Emidio, property in Nevada, while generating other energy metals related projects. We expect to review other potential exploration third-party projects from time to time as they are presented to us.
Our net cash from financing activities during the year ended December 31, 2025 was $nil as compared to $nil during the year ended December 31, 2024. As at December 31, 2025, we had approximately $2,481,204 in cash.
Over the next twelve months (beginning March 1, 2026) we expect to expend funds as follows:
Estimated Net Expenditures During the Next Twelve Months |
|
| ||
|
| $ |
| |
General, Administrative Expenses |
|
| 200,000 |
|
Exploration Expenses |
|
| 200,000 |
|
Investor Relations |
|
| 40,000 |
|
Employee and Consultant Compensation |
|
| 230,000 |
|
Equipment |
|
| 5,000 |
|
Travel |
|
| 25,000 |
|
Total |
|
| 700,000 |
|
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
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Results of Operations - Twelve Months Ended December 31, 2025 and 2024
The following summary of our results of operations should be read in conjunction with our financial statements for the year ended December 31, 2025 which are included herein.
Our operating results for the twelve months ended December 31, 2025, for the twelve months ended December 31, 2024 and the changes between those periods for the respective items are summarized as follows:
|
| Twelve Month Period Ended December 31, 2025 |
|
| Twelve Month Period Ended December 31, 2024 |
|
| Change Between Twelve Month Periods Ended December 31, 2025 and December 31, 2024 |
| |||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Professional fees |
|
| 75,269 |
|
|
| 58,453 |
|
|
| 16,816 |
|
Depreciation |
|
| 7,332 |
|
|
| 7,332 |
|
|
| - |
|
Exploration expenses |
|
| 45,616 |
|
|
| 181,349 |
|
|
| (135,733 | ) |
Consulting fees – related party |
|
| - |
|
|
| - |
|
|
| - |
|
Consulting fees |
|
| 462,000 |
|
|
| 437,392 |
|
|
| 24,608 |
|
Transfer agent and filing fees |
|
| 23,160 |
|
|
| 21,265 |
|
|
| 1,895 |
|
Travel |
|
| 10,653 |
|
|
| 19,587 |
|
|
| (8,934 | ) |
General and administrative |
|
| 24,292 |
|
|
| 28,047 |
|
|
| (3,755 | ) |
Change in fair value of marketable securities |
|
| (99,554 | ) |
|
| 285,953 |
|
|
| (385,507 | ) |
Other income |
|
| (52,967 | ) |
|
| (74,781 | ) |
|
| 21,814 |
|
Net loss |
| $ | 495,801 |
|
| $ | 964,597 |
|
| $ | (468,796 | ) |
Our financial statements report a net loss of $495,801 for the twelve month period ended December 31, 2025 compared to a net loss of $964,597 for the twelve month period ended December 31, 2024. Our losses have decreased by $468,796, primarily as a result of a gain in fair value of marketable securities and a decrease in exploration expenses offset by increases in consulting fees and professional fees.
Our operating expenses for the year ended December 31, 2025 were $648,322 compared to $753,425 for the year ended December 31, 2024. The decrease in operating expenses primarily a result of decrease in exploration expenses offset by increases in consulting fees and professional fees.
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Liquidity and Financial Condition
Working Capital
|
| At December 31, 2025 |
|
| At December 31, 2024 |
| ||
Current assets |
| $ | 2,817,810 |
|
| $ | 3,301,075 |
|
Current liabilities |
|
| 2,409,302 |
|
|
| 2,406,676 |
|
Working capital (deficiency) |
| $ | 408,508 |
|
| $ | 894,399 |
|
Cash Flows
|
| Year Ended |
| |||||
|
| December 31 |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Net cash (used in) operating activities |
| $ | (584,654 | ) |
| $ | (601,759 | ) |
Net cash provided by (used in) investing activities |
|
| - |
|
|
| - |
|
Net cash provided by financing activities |
|
| - |
|
|
| - |
|
Net increase (decrease) in cash during period |
| $ | (584,654 | ) |
| $ | (601,759 | ) |
Operating Activities
Net cash used in operating activities was $584,654 for the year ended December 31, 2025 compared with net cash used in operating activities of $616,920 in the same period in 2024.
Investing Activities
Net cash provided by investing activities was $Nil for the year ended December 31, 2025 compared to net cash used in investing activities of $Nil in the same period in 2024.
Financing Activities
No financing activities were conducted by the Company in 2025.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
As of December 31, 2025, our company had a net loss of $495,801 and has earned no revenues. Our company had suspended funding operations through our financing arrangement with Lincoln Park Capital in early 2024 and that facility was allowed to lapse, however the company has sufficient funds on hand to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2026. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Exploration Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
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Loss per Share
Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method. In the periods in which a loss is incurred, the effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore basic and diluted losses per share are the same.
Income Taxes
The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
Financial Instruments
The Company's financial instruments consist of cash, deposits, prepaid expenses, and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair value of these financial instruments approximate their carrying values, unless otherwise noted.
Mineral Properties
Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount.
Recent Accounting Pronouncements
Leases (Topic 842). In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.
The Company adopted the standard effective January 1, 2019. The standard allows a number of optional practical expedients to use for transition. The Company choose the certain practical expedients allowed under the transition guidance which permitted us to not to reassess any existing or expired contracts to determine if they contain embedded leases, to not to reassess our lease classification on existing leases, to account for lease and non-lease components as a single lease component for equipment leases, and whether initial direct costs previously capitalized would qualify for capitalization under FASB ASC 842. The new standard also provides practical expedients and recognition exemptions for an entity's ongoing accounting policy elections. The Company has elected the short-term lease recognition for all leases that qualify, which means that we do not recognize a ROU asset and lease liability for any lease with a term of twelve months or less.
The most significant impact of adopting the standard was the recognition of ROU assets and lease liabilities for operating leases on the Company's consolidated balance sheet but it did not have an impact on the Company's consolidated statements of operations or consolidated statements of cash flows.
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The Company did not have a cumulative effect on adoption prior to January 1, 2019.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . The amendment provides guidance on accounting for the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon issuance. The Tax Act has several significant changes that impact all taxpayers, including a transition tax, which is a one-time tax charge on accumulated, undistributed foreign earnings. The calculation of accumulated foreign earnings requires an analysis of each foreign entity’s financial results going back to 1986. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The guidance permits entities to reclassify tax effects stranded in Accumulated Other Comprehensive Income as a result of tax reform to retained earnings. This new guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is permitted in annual and interim periods and can be applied retrospectively or in the period of adoption. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.
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In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill Impairment. This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.
In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
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LITHIUM CORPORATION
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Lithium Corporation.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Lithium Corporation. (the Company) as of December 31, 2025 and 2024 the related statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audit provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
Due to the net loss, negative cash flows from operations for the year, and working capital deficiency, the Company evaluated the need for a going concern listed in note 2.
Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future expenses, which is not able to be easily substantiated.
We evaluated the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2017
March 31, 2026
| F-2 |
| Table of Contents |
LITHIUM Corporation
Balance Sheets
ASSETS | ||||||||
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| December 31, 2025 |
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| December 31, 2024 |
| ||
| CURRENT ASSETS |
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Cash |
| $ |
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| $ |
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Marketable securities |
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Deposits |
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Prepaid expenses |
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| Total Current Assets |
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| OTHER ASSETS |
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Equipment, net of accumulated depreciation |
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| TOTAL ASSETS |
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| $ |
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LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
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| LIABILITIES |
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| CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
| $ |
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| $ |
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Accounts payable and accrued liabilities - related party |
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Allowance for optioned properties |
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| TOTAL CURRENT LIABILITIES |
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| TOTAL LIABILITIES |
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| Commitments and contingencies |
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| STOCKHOLDERS' EQUITY |
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Common stock, |
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Additional paid in capital |
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Additional paid in capital - options |
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Additional paid in capital - warrants |
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Accumulated deficit |
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| ( | ) |
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| TOTAL STOCKHOLDERS' EQUITY |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
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| $ |
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The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
LITHIUM Corporation
Statements of Operations
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| Year Ended December 31, 2025 |
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| Year Ended December 31, 2024 |
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| REVENUE |
| $ |
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| $ |
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| OPERATING EXPENSES |
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Professional fees |
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Depreciation |
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Exploration expenses |
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Consulting fees - related party |
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Consulting fees |
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Transfer agent and filing fees |
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Travel |
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General and administrative expenses |
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| TOTAL OPERATING EXPENSES |
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| LOSS FROM OPERATIONS |
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| OTHER INCOME (EXPENSES) |
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Change in fair value of marketable securities |
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| ( | ) | |
Other income |
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| TOTAL OTHER INCOME (EXPENSE) |
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| ( | ) | |
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| LOSS BEFORE INCOME TAXES |
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| ( | ) |
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| ( | ) |
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| PROVISION FOR INCOME TAXES |
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| NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
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| NET LOSS PER SHARE: BASIC AND DILUTED |
| $ | ( | ) |
| $ | ( | ) |
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| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
LITHIUM Corporation
Statements of Stockholders' Equity
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| Additional |
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| Additional |
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| Additional |
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| Paid-in |
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| Paid-in |
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| Total |
| |||||||||
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| Common Stock |
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| Paid-in |
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| Capital - |
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| Capital - |
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| Accumulated |
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| Stockholders' |
| ||||||||||||
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| Shares |
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| Amount |
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| Capital |
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| Warrants |
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| Options |
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| Deficit |
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| Equity |
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| |||||||
| Balance, December 31, 2023 |
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| ( | ) |
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| Stock based compensation |
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| - |
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| # |
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| ||||||
| Net income |
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| - |
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| ( | ) |
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| ( | ) | ||||
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| Balance, December 31, 2024 |
|
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| ( | ) |
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Stock based compensation |
|
| - |
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| ||||||
| Net income |
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| - |
|
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| ( | ) |
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| ( | ) | ||||
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| Balance, December 31, 2025 |
|
|
|
| $ |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
LITHIUM Corporation
Statements of Cash Flows
|
| Year Ended December 31, 2025 |
|
| Year Ended December 31, 2024 |
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net income (loss) for the period |
| $ | ( | ) |
| $ | ( | ) |
| Adjustment to reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
|
|
|
Change in fair value of marketable securities |
|
| ( | ) |
|
|
| |
Depreciation |
|
|
|
|
|
| ||
Stock based compensation |
|
|
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|
|
| ||
Loss (Gain) on sale of marketable securities |
|
|
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|
|
| ||
(Gain) on return of mineral property |
|
|
|
|
|
| ||
| Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) Decrease in prepaid expenses |
|
| ( | ) |
|
|
| |
Increase (decrease) in accounts payable and accrued liabilities |
|
|
|
|
|
| ||
| Net Cash (Used in) Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| 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 |
| $ |
|
| $ |
| ||
|
|
|
|
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|
|
|
|
| NON CASH TRANSACTIONS |
|
|
|
|
|
|
|
|
Marketable securities received as consideration for mineral property |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-6 |
| Table of Contents |
Lithium Corporation
Notes to the Financial Statements
December 31, 2025
Note 1 - Summary of Significant Accounting Policies
Lithium Corporation (formerly Utalk Communications Inc.) (the “Company”) was incorporated on January 30, 2007 under the laws of Nevada. On September 30, 2009, Utalk Communications Inc. changed its name to Lithium Corporation.
Nevada Lithium Corporation was incorporated on March 16, 2009 under the laws of Nevada under the name Lithium Corporation. On September 10, 2009, the Company amended its articles of incorporation to change its name to Nevada Lithium Corporation. By agreement dated October 9, 2009 Nevada Lithium Corporation and Lithium Corporation amalgamated as Lithium Corporation. Lithium Corporation is engaged in the acquisition and development of certain lithium interests in the state of Nevada, and battery or Tech metals prospects in British Columbia and is currently in the exploration stage.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include the useful life of equipment and inputs related to the calculation of the fair value of stock options. Actual results could differ from those estimates.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.
Research and Development
Research and development costs are expensed as incurred. During the year ended December 31, 2025 and 2024, the Company did not have any research and development costs.
Advertising Costs
Advertising costs are expensed as incurred. During the year ended December 31, 2025 and 2024, the Company did not have any advertising costs.
| F-7 |
| 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.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as expensing of U.S. research expenditures and eligible capital expenditures, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
| F-8 |
| Table of Contents |
The Company does not expect that recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2025, are of significance or potential significance to the Company.
Accounting Standards Issued, Not Adopted
In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient for estimating expected credit losses on short term receivables and contract assets from revenue transactions. The guidance permits a simplified loss rate approach based on historical write-off experience and current conditions. This update is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is evaluating the impact this update will have on our annual disclosures; however, the Company does not anticipate a material impact to our financial condition, results of operations, or cash flows.
In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures over certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact this update will have on our annual disclosures; however, the Company does not anticipate a material impact to our financial condition, results of operations, or cash flows.
Note 2 – Going Concern
As reflected in the accompanying financial statements, the Company has used $
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. |
| F-9 |
| Table of Contents |
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2025 and December 31, 2024, respectively:
|
| Fair Value Measurements at December 31, 2025 |
| |||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
| |
Total Assets |
|
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
| Fair Value Measurements at December 31, 2024 |
| |||||||||
|
| 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, 2024 |
| $ |
| |
Fair value adjustment |
|
|
| |
|
|
|
|
|
Balance, December 31, 2025 |
| $ |
|
The Company classifies it’s marketable securities as available for sale.
During the year ended December 31, 2025, the Company received no common shares from a related party with a value of $Nil related to the option of the Fish Lake Property.
During the year ended December 31, 2025, the Company received no common shares from a related party with a value of $Nil related to the option of the North Big Smoky Property.
Note 5 - Prepaid Expenses
Prepaid expenses consisted of the following at December 31, 2025 and December 31, 2024:
|
| December 31, 2025 |
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| December 31, 2024 |
| ||
Professional fees |
| $ |
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| $ |
| ||
Other |
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| ||
Transfer agent fees |
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|
|
| ||
Total prepaid expenses |
| $ |
|
| $ |
| ||
| F-10 |
| Table of Contents |
Note 6 - Capital Stock
The Company is authorized to issue
Common Stock
During the year-ended December 31, 2024, the Company did not issue any common shares.
During the year-ended December 31, 2025, the Company did not issue any common shares.
Note 7 – Stock Options
On May 26, 2022, the Company granted
On January 4, 2024, the Company granted
The fair value of options granted during the years ended December 31, 2024 were determined using the Black Scholes method with the following assumptions. For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs.
|
| Year-ended December 31, 2024 |
| |
Risk free interest rate |
|
| ||
Stock volatility factor |
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| ||
Weighted average expected life of options |
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| ||
Expected dividend yield |
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| % | |
A summary of the Company’s stock option activity and related information follows:
|
| Year Ended December 31, 2025 |
|
| Year Ended December 31, 2024 |
| ||||||||||
|
| Options |
|
| Weighted Average Exercise Price |
|
| Options |
|
| Weighted Average Exercise Price |
| ||||
Outstanding, beginning of period |
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|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted |
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| - |
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|
|
| |||
Cancelled |
|
| ( | ) |
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| ( | ) |
|
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| ||
Repricing |
|
| - |
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|
|
|
|
| - |
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| ( | ) | |
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Outstanding, end of period |
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|
| $ |
|
|
|
|
| $ |
| ||||
| F-11 |
| Table of Contents |
As of December 31, 2025, the intrinsic value of the stock options was approximately $
The following table summarizes the stock options outstanding at December 31, 2025:
Issue Date |
| Number |
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| Price |
|
| Expiry Date |
| Outstanding at December 31, 2025 |
|
| Weighted Average Remaining Contractual Life (in years) |
| ||||
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| $ |
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Total |
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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 December 31, 2025, the Company has not received payments related to the 4th anniversary payment but expects to receive them and, as such, the amended agreement is considered in good standing by both parties. The Company would retain a 100% interest in the northern portions of the property.
The Letter of Intent was signed with a purchaser that has a common director as the Company.
North Big Smoky
On July 16, 2022 our Company entered into an earn in agreement with Morella Corporation, an Australian Lithium explorer and developer, and related party, whereby Morella Corporation can earn a
By letter agreement dated September 5th, 2025 the Company amended the original July 16, 2022 agreement and assigned 100% interest in the property to Morella Corporation, reserving a 3.5% net smelter royalty on the assigned property. Morella is obligated to pay the third anniversary payments on the original North Big Smoky Earn-in Agreement over four tranches over 18 months from the original anniversary dates (being July 16, 2025). As of December 31, 2025, the Company has not received any shares related to the 3rd anniversary payment but expects to receive them and, as such, the amended agreement is considered in good standing by both parties.
The Letter of Intent was signed with a purchaser that has a common director as the Company.
| F-12 |
| Table of Contents |
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 December 31, 2025, 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.
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 December 31, 2025, 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 December 31, 2025, the Company had $
| F-13 |
| Table of Contents |
During the year ended December 31, 2025, the company received $Nil (2023: $Nil) in distributions from Summa, LLC, a Limited Liability Corporation with some shared management. The Company holds a 25% investment in Summa LLC. The investment was written off in 2016 as there was significant doubt about the fair value of the investment in the period.
During the year ended December 31, 2025, the Company received no common shares from a related party through common directors in relation to the letter of intent signed in relation to the North Big Smoky Property (December 31, 2024:
During the year ended December 31, 2025, the Company received no common shares from a related party through common directors in relation to the agreement signed in relation to the Fish Lake property (December 31, 2024:
Note 11 – Income Taxes
As of December 31, 2025, the Company had net operating loss carry forwards of approximately $
The provision for Federal income tax consists of the following for the years ended December 31, 2025 and 2024:
|
| 2025 |
|
| 2024 |
| ||
Federal income tax benefit attributable to: |
|
|
|
|
|
| ||
Current operations |
| $ |
|
| $ |
| ||
Less: valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net provision for Federal income taxes |
| $ |
|
| $ |
| ||
The cumulative tax effect at the expected rate of
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
Deferred tax asset attributable to: |
|
|
|
|
|
| ||
Net operating loss carryover |
| $ |
|
| $ |
| ||
Less: valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
| ||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $
| F-14 |
| Table of Contents |
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 December 31, 2025, there were no pending or threatened litigation against the Company.
Note 13 – Segment Information
The Company operates as a single reporting segment engaged in the exploration of its properties. The Chief Operating Decision Makers are the Company's Chief Executive Officer (“CODM”) who evaluates company performance based on net income (loss), determined in accordance with U.S. GAAP, and other non-financial measures to determine the economic viability of the Company’s exploration properties. Segment assets are reported on the balance sheet as total assets. The CODM uses the above measures to assess profitability and guide resource allocations
The CODM conducts monthly financial reviews, focusing on operational efficiency across the Company's operations. Investment decisions, including capital expenditures for exploration and property acquisitions, are made based on expected return on investment and regulatory considerations in the jurisdictions that the Company operates.
The following represents segment information for the Company’s single operating segment, for the periods presented:
|
| Year Ended December 31, 2025 |
| |
Revenue |
| $ |
| |
|
|
|
|
|
Professional fees |
|
|
| |
Depreciation |
|
|
| |
Exploration |
|
|
| |
Consulting |
|
|
| |
Transfer agent and filing fees |
|
|
| |
Travel |
|
|
| |
General and administrative |
|
|
| |
Other items |
|
| ( | ) |
|
|
|
|
|
Loss |
| $ |
| |
Note 14 – Subsequent Events
The Company has analyzed its operations subsequent to December 31, 2025 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
| F-15 |
| Table of Contents |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors.
Based on their evaluation, the Company’s principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were ineffective as of December 31, 2025 to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Our officers also concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework, as published in 1992.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 Framework in Internal Control — Integrated Framework. Based on this evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2025, our internal control over financial reporting was ineffective.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, our management determined that there were control deficiencies that constituted material weaknesses, as described below:
| ● | There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the Securities and Exchange Commission; |
| ● | There are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and |
| ● ● | There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties. The Company did not establish a formal written policy for the approval, identification and authorization of related party transactions. |
| 31 |
| Table of Contents |
Our management reviewed the results of its assessment with our Board of Directors. Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects our company’s financial condition, results of operations and cash flows for the periods presented.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2025 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
None.
| 32 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name | Position Held with the Company | Age | Date First Elected or Appointed |
Tom Lewis | President, Treasurer, Secretary and Director | 71 | August 25, 2009 |
James Brown | Director | 62 | December 19, 2012 |
Brian Goss | Director | 47 | May 30, 2014 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Tom Lewis – President, Secretary, Treasurer, Director
Tom Lewis acted as president, treasurer, secretary and director of our company since August 25, 2009. Mr. Lewis resigned as president, treasurer and secretary of our company on August 13, 2014 and resumed the positions of President, Chief Financial Officer and Treasurer on February 7, 2017 Mr. Lewis has more than 38 years’ experience in the oil and gas and mineral exploration industries. He has held various positions including project geologist, project manager, senior project geologist, and vice president exploration. He also was an integral member of the development team that explored, and developed the Cortez Hills deposit, and as Project Geologist drilled the first holes into the Goldrush Deposit in Crescent Valley Nevada.
In 1974, Mr. Lewis started his career in the oil fields, and worked in the geophysical, and drilling industries until 1981, when he became a petroleum landman for Westburne Petroleum & Minerals. While there he was responsible for the acquisition and disposition of interests and maintaining title to petroleum lands in various locales in the United States, and Western Canada. In 1989, he started his own business as a consulting geologist and has worked in numerous locations over the past 30 years, including the United States, Mexico, Canada, Portugal, Chile, Africa, India and Honduras. Some of the positions he held include: working with Teck Cominco in 1996 evaluating and exploring precious metal deposits in Southern Mexico; project manager on the Farim phosphate deposit for Champion Resources in Guinea Bissau, West Africa in 1998; project geologist in 2001 and 2002 for Crystal Graphite Corporation, project geologist on the Midway Gold project in Tonopah, Nevada, followed by two years as senior geologist at the Cortez Joint Venture in Crescent Valley, Nevada. By August 2005 he was named vice president of exploration in Portugal for St. Elias Mines, working on the Jales project, and developing grass roots projects in Nevada. Following his experience in Portugal and Nevada he consulted to Selkirk Metals, New World Resource Corp. and Kinross Gold USA.
James Brown - Director
James Brown has acted as a director of our company since December 19, 2012. Mr. Brown is a mining engineer with more than 30 years’ experience in the coal mining and exploration industry in Australia and Indonesia, including 22 years at Australian based coal producer New Hope Corporation. During this time he has held positions from front line mine planning and supervision, land acquisition, government approvals and mine and business development. Mr. Brown is also the managing director of Morella Corporation (ASX:1MC, OTC-QB:altaf) -(formerly Altura Mining Limited) an Australian listed company presently focused primarily on developing the Fish Lake Valley lithium-in-brine deposit. James is a member of the Australian Institute of Company Directors (MAICD). James was recently also the acting Managing Director of Sayona Mining an Australian lithium miner who merged with Piedmont Lithium to create Elevra Lithium Limited (NASDAQ: ELVR), which is currently operating the North American Lithium mine in Quebec.
| 33 |
| Table of Contents |
Brian Goss –Director
Brian Goss has been a director of our company since May 30, 2014. Mr. Goss was appointed president, treasurer, secretary and director of our company on August 13, 2014, and resigned those positions on February 7. 2017. Mr. Goss also served as president, chief executive officer, chief financial officer, treasurer and a director of Graphite Corp. July 9, 2012 through August 12, 2014. Brian graduated from Wayne State University with a Bachelor of Science Degree in Geology in 2003. After work in Michigan’s Upper Peninsula after graduation Mr. Goss moved to Northeast Nevada to explore for Carlin Type gold deposits. From 2004-2007, he worked as a staff geologist for Cameco Corporation, and subsequently in its spin out company, Centerra Gold Inc., on the REN deposit where the exploration team drilled deep exploration holes using pre-collars with core tails to contribute to the expansion of the +1 million ounce gold deposit that was subsequently taken over by Barrick Gold. Mr. Goss also held several other project geologist positions before founding Rangefront Geological in early 2008. Mr. Goss has built Rangefront into a premier geological services company that caters to a large spectrum of clients in the mining and minerals exploration industries, and also is a director and officer of several publicly listed companies. During 2025 Brian served as the Company’s VP of Exploration, focusing primarily on Lithium generative activities in the Great Basin.
Employment Agreements
We have no formal employment agreements with any of our directors or officers.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| 1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
|
|
|
| 2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
|
|
|
| 3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
|
|
|
| 4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
|
| 5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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|
|
| 6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
| 34 |
| Table of Contents |
Compliance with Section 16(A) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2025, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:
Name
|
Number of Late Reports | Number of Transactions Not Reported on a Timely Basis |
Failure to File Requested Forms |
Brian Goss(1) | 1 | 1 | 0 |
|
|
|
| (1) | The insider was late filing a Form 4, Statement of Changes of Beneficial Ownership. |
Code of Ethics
Effective March 25, 2011, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s principal executive officer and our principal financial and accounting officer, as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
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| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; |
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| 3. | compliance with applicable governmental laws, rules and regulations; |
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| 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
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| 5. | accountability for adherence to the Code of Business Conduct and Ethics. |
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|
Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or secretary.
| 35 |
| Table of Contents |
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was attached as an exhibit to our annual report filed on Form 10-K with the SEC on April 15, 2013. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Lithium Corporation, 1031 Railroad St, Suite 102B., Elko, Nevada 89801.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended December 31, 2025. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
Nomination Process
As of December 31, 2025, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
Audit Committee
Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and no revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.
Audit Committee Financial Expert
Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.
| 36 |
| Table of Contents |
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officer; |
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|
|
| (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2025 and 2024; and |
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| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2025 and 2024, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year: |
|
|
|
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
|
| Total ($) |
| |||
Tom Lewis(1) |
| 2025 |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| Nil |
|
| 300,000 | (2) |
|
| 300,000 |
| |
President, Treasurer,Secretary, and Director |
| 2024 |
| Nil |
| Nil |
| Nil |
|
| 16,555 |
|
| Nil |
| Nil |
|
| 270,000 |
|
|
| 286,555 | (2) |
Brian Goss(3) |
| 2025 |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| Nil |
|
| 94,000 |
|
|
| 94,000 |
| |
Director, Former President, Treasurer, Secretary |
| 2024 |
| Nil |
| Nil |
| Nil |
|
| 16,555 |
|
| Nil |
| Nil |
|
| 48,000 |
|
|
| 64,555 |
|
|
|
|
| (1) | Tom Lewis acted as president, treasurer, secretary and director of our company since August 25, 2009. Mr. Lewis resigned as president, treasurer and secretary of our company on August 13, 2014. Mr. Lewis resumed his positions of President, Chief Financial Officer and Treasurer on February 7, 2017 |
| (2) | Mr. Lewis provides consulting services to our company as needed in relation to administration, project generation, and exploration of our company’s properties. |
| (3) | Mr. Goss has acted as a director of our company since May 30, 2014 and served as president, treasurer and secretary of our company from August 13, 2014 until February 7, 2017, and since September 14, 2021 is our Vice President of Business Development. |
|
|
|
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
| 37 |
| Table of Contents |
2021 Grants of Plan-Based Awards
None.
Outstanding Equity Awards at Fiscal Year End
None.
Option Exercises and Stock Vested
None.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
The following table sets forth a summary of the compensation paid to our non-employee directors in 2025:
DIRECTOR COMPENSATION | ||||||||||||||||||||
Name |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($) |
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
| Total ($) |
| |||
Tom Lewis(1) |
|
| 270,000 |
|
| Nil |
|
| 16,555 |
|
| Nil |
| Nil |
| Nil |
|
| 286,555 |
|
James Brown(2) |
| Nil |
|
| Nil |
|
| 16,555 |
|
| Nil |
| Nil |
| Nil |
|
| 16,555 |
| |
Brian Goss(3) |
|
| 48,000 |
|
| Nil |
|
| 16,555 |
|
| Nil |
| Nil |
| Nil |
|
| 16,555 |
|
| (1) | Tom Lewis acted as president, treasurer, secretary and director of our company since August 25, 2009. Mr. Lewis resigned as president, treasurer and secretary of our company on August 13, 2014. Mr. Lewis resumed his positions as president, Chief Financial Officer and treasurer on February 7, 2017. |
| (2) | James Brown was appointed as a director of our company on December 19, 2012. |
| (4) | Brian Goss has acted as a director of our company since May 30, 2014. Mr. Goss was appointed as president, treasurer and secretary of our company on August 13, 2014. Mr. Goss resigned as president, treasurer and secretary on February 7, 2017, and since September 14, 2021 is our Vice President of Business Development. |
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
| 38 |
| Table of Contents |
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of March 31, 2025, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class(1) |
Tom Lewis(2) PO Box 2053 Richland, WA 99352 | 5,000,000 Common Shares 500,000 Stock Options | 4.24%
0.42% |
James Brown(3) Apartment Pearl Garden, Unit No. Wp00606 Jl. Jen. Gatot Subroto Kav 5-7 Jakarta 12930 Indonesia | Nil Common Shares 500,000 Stock Options | 0% 0.42%
|
Brian Goss(4) 1031 Railroad Street Suite 102B Elko, NV 89801 | Nil Common Shares 500,000 Stock Options | 0% 0.42% |
Directors and Executive Officers as a Group
| 5,000,000 Common Shares 1,500,000 Stock Options(5) | 4.24% 1.26% |
Altura Lithium Pty. Ltd. P.O. Box 4088 Springfield, Qld., 4300 Australia | 9,989,076 Common Shares | 8.47% |
|
|
|
Shareholders Holding Over 5% | 9,989,076 Common Shares | 12.61% |
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 31, 2026. As of March 31, 2026 there were 117,892,441 shares of our company’s common stock issued and outstanding. |
| (2) | Tom Lewis acted as president, treasurer, secretary and director of our company since August 25, 2009. Mr. Lewis resigned as president, treasurer and secretary of our company on August 13, 2014. Mr. Lewis resumed his positions as president, Chief Financial Officer and treasurer on February 7, 2017. |
| (3) | James Brown was appointed as a director of our company on December 19, 2012. |
| (4) | Mr. Goss has acted as a director of our company since May 30, 2014 and was appointed as president, treasurer and secretary of our company on August 13, 2014. Mr. Goss resigned as president, treasurer and secretary on February 7, 2017, but remained as a director of our company, and is currently VP of Corporate Development. |
| (5) | Stock options are exercisable at $0.04 per option and expire on May 26, 2027. |
| 39 |
| Table of Contents |
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2025, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with three directors, consisting of Tom Lewis, James Brown and Brian Goss.
We have determined that James Brown is an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2025 and for fiscal year ended December 31, 2025 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
| Year Ended |
| |||||
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
Audit Fees |
| $ | 20,000 |
|
| $ | 14,500 |
|
Audit Related Fees |
| Nil |
|
| Nil |
| ||
Tax Fees |
| $ | 3,500 |
|
| $ | 2,500 |
|
All Other Fees |
| $ | 16,500 |
|
| $ | 15,400 |
|
Total |
| $ | 42,500 |
|
| $ | 32,400 |
|
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
| 40 |
| Table of Contents |
PART IV
Item 15. Exhibits, Financial Statement Schedules
| (a) | Financial Statements |
|
|
|
| (1) | Financial statements for our company are listed in the index under Item 8 of this document. |
|
|
|
| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
|
|
|
| (b) | 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 |
| Nevada Lithium Corporation, 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. |
|
|
|
| 41 |
| 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, thereto duly authorized.
|
| LITHIUM CORPORATION |
|
|
| (Registrant) |
|
Dated: March 31, 2026 |
| /s/ Tom Lewis |
|
|
| Tom Lewis |
|
|
| President, Chief Financial Officer, Treasurer, Secretary and Director |
|
|
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: March 31, 2026 |
| /s/ Tom Lewis |
|
|
| Tom Lewis |
|
|
| President, Chief Financial Officer, Treasurer, Secretary and Director |
|
|
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
Dated: March 31, 2026 |
| /s/ Brian Goss |
|
|
| Brian Goss |
|
|
| Director |
|
|
|
|
|
Dated: March 31, 2026 |
| /s/ James Brown |
|
|
| James Brown |
|
|
| Director |
|
| 42 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Lithium Corporation |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: March 31, 2026 | |
| /s/Tom Lewis | |
| Tom Lewis President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Lewis, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
| (1) | the Annual Report on Form 10-K of Lithium Corporation for the year ended December 31, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lithium Corporation |
| Dated: March 31, 2026 |
| |
|
| ||
| /s/Tom Lewis |
| |
| Tom Lewis |
| |
| President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director |
| |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| |
| Lithium Corporation |
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Lithium Corporation and will be retained by Lithium Corporation and furnished to the Securities and Exchange Commission or its staff upon request.