LTUM 8-K
Lithium Corp (LTUM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 2021
| LITHIUM CORPORATION | |||||
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 000-54332 |
| 0530295 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| 1031 Railroad St., Ste 102B, Elko, Nevada |
| 89801 |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (775) 410-5287
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2021 Lithium Corporation (“LTUM” or the “Company”), signed a binding Letter of Intent (LOI) with Altura Mining Limited (Altura – ASX:AJM/OTC:ALTAF), under which Altura has agreed to a Joint Venture earn-in of a 60% interest on the Company’s Fish Lake Valley lithium-in-brine prospect in Esmeralda County Nevada.
Under the terms of the LOI Altura is to pay LTUM $50,000 USD within five days of signing, followed by a 60 day due diligence period. Subsequent to due diligence and the signing of a formal agreement (by July 31st or other mutually agreed date) Altura is to pay the Company a further $100,000 and issue the equivalent of $100,000 of Alturas common stock. Following this on each annual anniversary of the signing of the formal agreement, Altura is to:
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| · | 1st Anniversary pay LTUM $100,000 and issue the equivalent of $100,000 shares |
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| · | 2nd Anniversary pay LTUM $125,000 and issue the equivalent of $100,000 shares |
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| · | 3rd Anniversary pay LTUM $150,000 and issue the equivalent of $100,000 shares |
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| · | 4th Anniversary pay LTUM $150,000 and issue the equivalent of $100,000 shares |
Additionally Altura is to perform exploration and development work on the property in the value of:
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| · | Year 1 - $200,000 |
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| · | Year 2 - $400,000 |
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| · | Year 3 - $600,000 |
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| · | Year 4 - $800,000 |
On completion of the above Altura will be deemed to have earned a 60% interest in the Fish Lake Valley Project. Altura will have the option to accelerate earn-in at Fish Lake Valley, and after earn-in will have the option within 1 year of earn-in to purchase a further 20% interest in the property by paying LTUM $1,750,000. Also within two years of making the initial purchase of a portion of the Company’s residual interest Altura may purchase LTUM’s remaining 20% interest in the property for a further $1,750,000 at which point Lithium Corporation’s interest in the property would revert to a 2.5% Net Smelter Royalty.
Item 7.01 Regulation FD Disclosure.
On April 30, 2021, the Company issued a news releases regarding the LOI with Altura.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
| Description |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LITHIUM CORPORATION |
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| /s/ Tom Lewis |
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| Tom Lewis |
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| President and Chief Executive Officer |
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Date: May 4, 2021 |
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| 3 |
EXHIBIT 10.1
LETTER OF INTENT FOR MINING CLAIM EARN-IN OPTION AGREEMENT
This Letter of Intent (LoI) is made on the 29th day of April 2021.
| Between | Altura Mining Limited (ABN 39 093 391 774) of Level 9, 863 Hay St, Perth, WA, 6000 (herewith called “Altura”). |
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| AND |
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| Lithium Corporation of 1031 Railroad Street, Suite 102B, Elko, Nevada, 89801 (herewith called “LTUM”) |
Altura and LTUM shall together be referred to as the “Parties”.
RECITALS:
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| A. | Altura is a company established under the laws of Australia and is registered and listed on the Australian Securities Exchange (ASX). |
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| B. | LTUM is a company established under the laws of the United States of America (USA) and is listed on the Over the Counter mid-tier equity market (OTCQB). |
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| C. | Altura has previously developed a lithium mining operation in Australia and is focused on discovery, evaluation and development of other lithium raw material supply opportunities. |
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| D. | LTUM is a USA based lithium raw material explorer and developer with a focus on lithium brine (or salar) projects located in Nevada, USA with the most advanced project known as Fish Lake Valley (FLV). |
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| E. | The Parties will formulate an Earn-in Option Agreement (EOA) on the basis of the Term Sheet as described in Schedule 1. |
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| F. | The Parties each intend to commence a detailed evaluation of the FLV project in order to advance knowledge, define a maiden resource, amenability to extraction and economic assessment of the lithium brine project as a priority. |
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| G. | The Parties will carry out the terms and conditions of this LoI at all times in good faith. |
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| H. | All reference to $ (dollars) refers to United States Dollars. |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
The Parties agree as follows:
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| 1. | Altura will pay LTUM the sum of fifty thousand dollars ($50,000) within five (5) business days of signing this LoI. |
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| 2. | The Parties will execute a formal EOA no later than 31 July 2021 or such other date as agreed between the parties. |
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| 3. | With the exception of Item 1 above, each party will be responsible for their own costs in relation to execution of this LoI and the EOA. |
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| 4. | A Term Sheet outlining the proposed terms and conditions of EOA is attached as Schedule 1, Term Sheet - Earn-in Option Agreement. |
Dated:
| Signed by Altura Mining Ltd under s.127(1) of the Corporations Act 2001 |
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/s/ James Stuart Brown |
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| sign |
| sign | |
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Director |
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Director | |
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| office (director) |
| office (director or secretary) | |
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James Stuart Brown |
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Allan Charles Buckler | |
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| full name |
| full name |
| Signed by Lithium Corporation IRS EIN 98-0530295 |
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/s/ Thomas Michael Lewis |
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| sign |
| sign | |
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Director |
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Director | |
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| office (director) |
| office (director or secretary) | |
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Thomas Michael Lewis |
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| full name |
| full name |
| Page 2 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
Schedule 1
Term Sheet - Earn-in Option Agreement
| 1.
| Parties | Altura Mining Ltd (ACN 093 391 774) of Level 9 863 Hay Street Perth WA 6000 Australia (Altura) (or nominee) and Lithium Corporation of 1031 Railroad St. Suite 102B, Elko, Nevada, 89801, United States of America (LTUM).
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| 2. | Purpose | This Term Sheet sets out the terms and conditions of the Earn-in Option Agreement (EOA) in which Altura has a right to earn a 60% interest in the Claims held by LTUM as attached in Schedule 2
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| 3. | Legal Effect | This Term Sheet is legally binding and enforceable on the parties under the laws of Nevada, United States of America
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| 4. | Condition Precedent | This Term Sheet is subject to the condition precedent (CP) that Altura is satisfied, in its sole discretion, with its due diligence enquiries in relation to the Claims and gives LTUM notice in writing to that effect within 60 days after the date of signing this Term Sheet (DD Period).
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| 5. | Exclusivity | During the DD Period, subject to applicable statutory and fiduciary duties, LTUM must not:
(a) directly or indirectly solicit, invite or facilitate any Competing Proposal; or
(b) enter into any agreement in respect of a Competing Proposal.
Competing Proposal means a transaction to obtain any interest in the Claims.
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| 6.
| Claims | The Placer Claims (Claims)are all the claims owned by LTUM located in Esmeralda County, Nevada forming the Fish Lake Valley Project and which are detailed in Schedule 2 |
| Page 3 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
| 7.
| Earn-in | Subject to satisfaction of the CP, which will trigger the commencement of Altura’s four year, financial spend requirements (Earn-in Period);
(a) LTUM grants Altura the sole right to earn a 60% interest (Earned Interest) in the Claims by conducting exploration and incurring expenditure relating to exploration and assessments including associated resource and feasibility studies of the Claims and expenditure incurred in clause 11 (a),(b),(d) to a value of no less than $US 2,000,000 in aggregate (Expenditure) over the 4 year period commencing on the date that the CP is satisfied (Earn-in Period) with the minimum annual expenditure as follows:
· Year 1 - $US 200,000;
· Year 2 - $US 400,000;
· Year 3 - $US 600,000;
· Year 4 - $US 800,000.
Collectively the Expenditure.
(b) For the avoidance of doubt, each annual year of the Earn-in Period (years1 - 4) will start on the anniversary of the commencement of the Earn-in Period.
(c) In addition to the expenditure commitment detailed in (a) above Altura is required to make payments in cash and shares to LTUM upon execution of the EOA on the following basis:
· Upon signing EOA Altura to pay $US 100,000 and issue the equivalent of $US 100,000 in Altura shares;
· 1st Anniversary - $US 100,000 plus $US 100,000 equivalent in Altura shares;
· 2nd Anniversary - $US 125,000 plus $US 100,000 equivalent in Altura shares;
· 3rd Anniversary - $US 150,000 plus $US 100,000 equivalent in Altura shares;
· 4th Anniversary - $US 150,000 plus $US 100,000 equivalent in Altura shares;
(d) To this end, LTUM grants Altura the unimpeded right to access and conduct exploration on the Claims during the Earn-in Period.
(e) Altura may withdraw from the EOA on 1 month's written notice to LTUM, provided that:
(i) at least $US 500,000 of Expenditure has been funded by Altura.
(f) Altura may at any time (and from time to time) after the date that the CP is satisfied return responsibility for any Claim to the holder of that Claim. From the effective date of such return, the returned Claim will not be included as a Claim set out in clause 6 above.
(g) Altura may choose to accelerate the expenditure commitments detailed in (a) above, and as long as the $US 2,000,000 has been spent, and equivalent cash and share payments as detailed in (c) above have been paid or issued as the case may be, then the provisions will be deemed to have been satisfied and the Earn-in Option satisfied.
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| 8.
| Earn-in of Interest | Upon Altura:
(a) wholly incurring the Expenditure; and
(b) providing a report to LTUM of the results of its exploration within the Claims during the Earn-in Period.
Altura earns the right for the Earned Interest to be legally transferred to it and discussions on an unincorporated joint venture (Joint Venture/JV) between the parties will commence along the guidelines set out in item 9. |
| Page 4 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
| 9.
| Joint Venture | Guidelines:
(a) the purpose of the JV will be to maintain the Claims in good standing, seek debt and equity finance for exploration and development of the Claims;
(b) each Participant may contribute their interests in the Claims to the JV;
(c) the commencing participating interests (Participating Interests) in the JV will be 40% LTUM and 60% Altura and the participants will share in the costs, expenditure and products (in kind) of the JV in proportion to their Participating Interests;
(d) the JV will be managed by a Joint Venture Committee with two members appointed by each of the Parties and voting pro rata on shareholding with the participation of the parties in the JV; the chairman will not have a casting vote and decisions will be by simple majority;
(e) the Joint Venture Committee will determine initial and then annual subsequent programmes and budgets for the conduct of the JV;
(f) he Joint Venture Committee will appoint a joint venture manager (Manager), provided that Altura will be appointed as the first Manager;
(g) the Manager will have day to day management of the Joint Venture, subject to annual programmes and budgets approved by the Joint Venture Committee and subject to the relevant programme and budget, may make cash calls from time to time;
(h) the parties will be subject to dilution in accordance with an agreed formula; and
(i) Each Party shall grant the other a Right of First Refusal in relation to any offer considered or received in regard to each Parties equity interest, in the event of notification to either Party for any or all of their equity interest the non-selling Party will have 45 days to match or better the offer.
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| 10.
| Option to purchase equity interest | Upon completion of the EOA Altura may;
(a) within one (1) year of satisfaction of the EOA and after formally acquiring sixty percent (60%) of the FLV Project, acquire an additional twenty percent (20%) equity interest in the FLV Project from LTUM for one million seven hundred and fifty thousand dollars ($1,750,000);
(b) within two (2) years of satisfaction of the EOA and formally acquiring eighty percent (80%) of the FLV Project, acquire a further twenty percent (20%) equity interest in the FLV Project from LTUM for one million seven hundred and fifty thousand dollars ($1,750,000);
(c) in the event that clause 10. (a) and (b) are executed then LTUM will be entitled to a 2.5% Net Smelter Royalty (NSR); and
(d) Altura can elect to purchase the rights to 50% of the NSR from LTUM for the sum of $US 2,000,000.
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| Page 5 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
| 11. | Altura obligations during Earn-in Period | During the Earn-in Period, Altura must after satisfaction of clause 4 of this agreement, in respect of the Claims:
(a) maintain the Claims in full force and good standing and free from any liability for forfeiture or non-renewal;
(b) comply with the conditions of grant of the Claims, agreements in place at the time of signing with all other parties and government authorities insofar as they apply to the Claims, including paying all fees, rents, and other sums levied or assessed in relation to the Claims; and
(c) undertake sufficient annual expenditure related to the CLAIMS to comply with the minimum expenditure requirements in item 7;
(d) Provide LTUM with an annual report (including all data in relation to the Claims; and
(e) Act in accordance and maintain its OTC listing in the USA.
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| 12.
| LTUM obligations during Earn-in Period | During the Earn-in Period, LTUM must in respect of the Claims:
(a) do all things necessary to enable Altura to exercise its rights to conduct exploration and development activities on the Claims;
(b) not dispose of, cause or allow any encumbrance or lien to be granted over, or allow an option to be granted to any other person over, all or any part of the Claims;
(c) not enter into any material contract or incur any material liability in respect of all or any part of the Claims;
(d) not relinquish all or any part of the Claims or its interest in the Claims without Altura’s prior written consent, except as required by law; and
(e) promptly notify Altura of any claims, proceedings or notices from any government authority with respect to the Claims.
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| Warranties | As at the date of this Term Sheet, each Party warrants for the benefit of the other Party that:
(a) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(b) it has full power and capacity to enter into and perform its obligations under this Term Sheet;
(c) all necessary authorisations for the execution, delivery and performance by it of this Term Sheet in accordance with its terms have been obtained; and
(d) its execution, delivery and performance of this Term Sheet complies with its constitution and does not constitute a breach of any law or obligation, or cause a default under any agreement by which it is bound.
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| Page 6 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
| 14. | Formal Agreement | The Parties will negotiate, in good faith and acting reasonably, a formal earn-in and exploration joint venture agreement (Formal Agreement) which will be consistent with and replace and expand upon this Term Sheet,
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| 15. | Confidentiality | This Term Sheet, and any information, documents or discussions between the Parties (and each parties’ respective officers, employees or representatives) in connection with this Term Sheet are confidential and must not be disclosed by any party to another person except:
(a) to a party’s employees, advisers, auditors or other consultants or to a Related Body Corporate of a party requiring the information for the purposes of considering or complying with this Term Sheet;
(b) with the consent of the other party;
(c) If required by law or the rules of ASX; or OTC or
(d) if the information is generally and publicly available other than as a result of a breach of confidence by the person receiving the information, and each party may only use such information for the purpose for which it was disclosed; or
(e) The Parties agree to consult with one another prior to any such releases to each security exchange.
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| Termination | If either party breaches this Term Sheet and does not rectify the breach within 14 days of request in writing to do so by the other party, the party that requested remedy of the breach may terminate this Term Sheet on notice in writing to the other party. |
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| General | Unless expressed to the contrary:
(a) headings (including those in the first column) are for convenience only and do not affect the interpretation of this document;
(b) where an expression is defined anywhere in this document (including by bolding and brackets) another part of speech or grammatical form of that expression has a corresponding meaning;
(c) a reference: to an individual or person includes a firm, corporation, incorporated association and a government or statutory body or authority; any gender includes all genders; the singular includes the plural and vice versa; recitals, clauses, schedules or annexures are to recitals, clauses, schedules or annexures of or to this document;
(d) a statute, ordinance or other law includes regulations and other statutory instruments made under it and consolidations, amendments and re-enactments of it;
(e) this Term Sheet or another document includes this document as varied or replaced;
(f) any party to this document includes that party's executors, administrators, substitutes, successors and permitted assigns.
(g) This Term Sheet may be executed in any number of counterparts, each of which when executed and delivered to the other parties shall constitute an original, but all counterparts together shall constitute one and the same agreement.
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| Page 7 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
Schedule 2
List of Claims – Twp’s 1N & 1S, Rge 36E of the Mount Diablo Meridian & Baseline, Esmeralda County, Nevada
| Claim Name | BLM No. | Area (acres) | 1/2 | 1/4 | Sec | Twp | Rge |
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| FLN 1 | NV 105231487 | 80 | W | SW | 24 | 1N | 36E |
| FLN 2 | NV 105231488 | 80 | E | SE | 23 | 1N | 36E |
| FLN 3 | NV 105231489 | 80 | W | SE | 23 | 1N | 36E |
| FLN 4 | NV 105231490 | 80 | E | SW | 23 | 1N | 36E |
| FLN 5 | NV 105231491 | 80 | W | SW | 23 | 1N | 36E |
| FLN 6 | NV 105231492 | 80 | E | SE | 22 | 1N | 36E |
| FLW 2 | NV 105231493 | 80 | W | SE | 27 | 1N | 36E |
| FL #5 | NMC1006705 | 80 | W | NW | 26 | 1N | 36E |
| FL #6 | NMC1006706 | 80 | E | NW | 26 | 1N | 36E |
| FL #7 | NMC1006707 | 80 | W | NE | 26 | 1N | 36E |
| FL #8 | NMC1006708 | 80 | E | NE | 26 | 1N | 36E |
| FL #9 | NMC1006709 | 80 | W | NW | 25 | 1N | 36E |
| FL #10 | NMC1087284 | 80 | W | SW | 25 | 1N | 36E |
| FL #11 | NMC1087285 | 80 | E | SE | 26 | 1N | 36E |
| FL #12 | NMC1006710 | 80 | W | SE | 26 | 1N | 36E |
| FL #13 | NMC1006711 | 80 | E | SW | 26 | 1N | 36E |
| FL #14 | NMC1006712 | 80 | W | SW | 26 | 1N | 36E |
| FL #15 | NV 105231495 | 80 | E | SE | 27 | 1N | 36E |
| FL #16 | NV 105231496 | 80 | E | NE | 34 | 1N | 36E |
| FL #17 | NMC1006715 | 80 | W | NW | 35 | 1N | 36E |
| FL #18 | NMC1006716 | 80 | E | NW | 35 | 1N | 36E |
| FL #19 | NMC1006717 | 80 | W | NE | 35 | 1N | 36E |
| FL #20 | NMC1087286 | 80 | E | NE | 35 | 1N | 36E |
| FL #21 | NV 105231497 | 80 | E | SE | 35 | 1N | 36E |
| FL #22 | NMC1006719 | 80 | W | SE | 35 | 1N | 36E |
| FL #23 | NMC1006720 | 80 | E | SW | 35 | 1N | 36E |
| FL #24 | NMC1006721 | 80 | W | SW | 35 | 1N | 36E |
| FL #90 | NMC1087287 | 80 | W | NW | 36 | 1N | 36E |
| FL #25 | NV 105231498 | 80 | E | SE | 34 | 1N | 36E |
| FL #26 | NV 105231499 | 79.03 | W | NW | 2 | 1S | 36E |
| FL #27 | NV 105231500 | 78.85 | E | NW | 2 | 1S | 36E |
| FL #28 | NV 105231501 | 78.67 | W | NE | 2 | 1S | 36E |
| FL #29 | NV 105231502 | 78.49 | E | NE | 2 | 1S | 36E |
| FL #30 | NV 105231503 | 78.6 | W | NW | 1 | 1S | 36E |
| FL #31 | NV 105231504 | 80 | W | SE | 3 | 1S | 36E |
| FL #32 | NV 105231505 | 80 | E | SE | 3 | 1S | 36E |
| FL #33 | NV 105231506 | 80 | W | SW | 2 | 1S | 36E |
| FL #34 | NV 105231507 | 80 | E | SW | 2 | 1S | 36E |
| FL #35 | NV 105231508 | 80 | W | SE | 2 | 1S | 36E |
| FL #36 | NV 105231509 | 80 | E | SW | 2 | 1S | 36E |
| Li 123 | NV 105231510 | 80 | N | SE | 10 | 1S | 36E |
| Li 124 | NV 105231511 | 80 | N | SW | 11 | 1S | 36E |
| Li 125 | NV 105231512 | 80 | S | NE | 10 | 1S | 36E |
| Li 126 | NV 105231513 | 80 | S | NW | 11 | 1S | 36E |
| Li 127 | NV 105231514 | 80 | N | NE | 10 | 1S | 36E |
| Li 128 | NV 105231515 | 80 | N | NW | 11 | 1S | 36E |
| Li 223 | NV 105231516 | 80 | N | SE | 11 | 1S | 36E |
| Li 225 | NV 105231517 | 80 | S | NE | 11 | 1S | 36E |
| Li 227 | NV 105231518 | 80 | N | NE | 11 | 1S | 36E |
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| 3913.64 | Acres |
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| Page 8 of 9 |
| Letter of Intent for Mining Tenement Earn-in Option Agreement (LoI) |
| Staked March 21st 2021, but NOT Recorded | |||||||
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| Li 0 |
| 80 | E | NW | 10 | 1S | 36E |
| Li 1 |
| 80 | S | NE | 28 | 1S | 36E |
| Li 2 |
| 80 | S | NW | 27 | 1S | 36E |
| Li 3 |
| 80 | N | NE | 28 | 1S | 36E |
| Li 4 |
| 80 | N | NW | 27 | 1S | 36E |
| Li 5 |
| 80 | S | SE | 21 | 1S | 36E |
| Li 6 |
| 80 | S | SW | 22 | 1S | 36E |
| Li 7 |
| 80 | N | SE | 21 | 1S | 36E |
| Li 8 |
| 80 | N | SW | 22 | 1S | 36E |
| Li 9 |
| 80 | S | NE | 21 | 1S | 36E |
| Li 10 |
| 80 | S | NW | 22 | 1S | 36E |
| Li 11 |
| 80 | N | NE | 21 | 1S | 36E |
| Li 12 |
| 80 | N | NW | 22 | 1S | 36E |
| Li 13 |
| 80 | S | SE | 16 | 1S | 36E |
| Li 14 |
| 80 | S | SW | 15 | 1S | 36E |
| Li 15 |
| 80 | N | SE | 16 | 1S | 36E |
| Li 16 |
| 80 | N | SW | 15 | 1S | 36E |
| Li 17 |
| 80 | S | NE | 16 | 1S | 36E |
| Li 18 |
| 80 | S | NW | 15 | 1S | 36E |
| Li 19 |
| 80 | N | NE | 16 | 1S | 36E |
| Li 20 |
| 80 | N | NW | 15 | 1S | 36E |
| Li 22 |
| 80 | S | SW | 10 | 1S | 36E |
| Li 24 |
| 80 | N | SW | 10 | 1S | 36E |
| Li 107 |
| 80 | N | SE | 22 | 1S | 36E |
| Li 109 |
| 80 | S | NE | 22 | 1S | 36E |
| Li 113 |
| 80 | S | SE | 15 | 1S | 36E |
| Li 114 |
| 80 | S | SW | 14 | 1S | 36E |
| Li 115 |
| 80 | N | SE | 15 | 1S | 36E |
| Li 116 |
| 80 | N | SW | 14 | 1S | 36E |
| Li 117 |
| 80 | S | NE | 15 | 1S | 36E |
| Li 118 |
| 80 | S | NW | 14 | 1S | 36E |
| Li 119 |
| 80 | N | NE | 15 | 1S | 36E |
| Li 120 |
| 80 | N | NW | 14 | 1S | 36E |
| Li 121 |
| 80 | S | SE | 10 | 1S | 36E |
| Li 122 |
| 80 | S | SW | 11 | 1S | 36E |
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| 2,800 | Acres |
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| Grand Total | 6713.64 | Acres |
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| Page 9 of 9 |
EXHIBIT 99.1
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| NEWS RELEASE |
| FOR IMMEDIATE RELEASE | OTCQB: LTUM |
LITHIUM CORPORATION ANNOUNCES FISH LAKE VALLEY JOINT VENTURE WITH
ALTURA MINING LIMITED
Elko, NV – April 30th, 2021 – Lithium Corporation (OTCQB:LTUM) (“LTUM” or “the Company”), a North American corporation focused on energy metals for the growing energy storage sector and high-tech industries, is pleased to announced it has recently signed a Letter of Intent (LOI) with Altura Mining Limited (Altura – ASX:AJM/OTC:ALTAF), under which Altura has agreed to a Joint Venture earn-in of a 60% interest on the Company’s Fish Lake Valley lithium-in-brine prospect in Esmeralda County Nevada.
Under the terms of the LOI Altura is to pay LTUM $50,000 USD within five days of signing, followed by a 60 day due diligence period. Subsequent to due diligence and the signing of a formal agreement (by July 31st or other mutually agreed date) Altura is to pay the Company a further $100,000 and issue the equivalent of $100,000 of Alturas common stock. Following this on each annual anniversary of the signing of the formal agreement, Altura is to:
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| · | 1st Anniversary pay LTUM $100,000 and issue the equivalent of $100,000 shares |
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| · | 2nd Anniversary pay LTUM $125,000 and issue the equivalent of $100,000 shares |
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| · | 3rd Anniversary pay LTUM $150,000 and issue the equivalent of $100,000 shares |
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| · | 4th Anniversary pay LTUM $150,000 and issue the equivalent of $100,000 shares |
Additionally Altura is to perform exploration and development work on the property in the value of:
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| · | Year 1 - $200,000 |
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| · | Year 2 - $400,000 |
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| · | Year 3 - $600,000 |
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| · | Year 4 - $800,000 |
On completion of the above Altura will be deemed to have earned a 60% interest in the Fish Lake Valley Project. Altura will have the option to accelerate earn-in at Fish Lake Valley, and after earn-in will have the option within 1 year of earn-in to purchase a further 20% interest in the property by paying LTUM $1,750,000. Also within two years of making the initial purchase of a portion of the Company’s residual interest Altura may purchase LTUM’s remaining 20% interest in the property for a further $1,750,000 at which point Lithium Corporation’s interest in the property would revert to a 2.5% Net Smelter Royalty.
Altura is the single largest shareholder in Lithium Corporation, and the two companies have maintained an alliance since 2012. Tom Lewis, President and CEO of Lithium Corporation recently commented, “I am delighted that we are going to collaborate on Fish Lake Valley with Altura, after our long association with them, and believe this arrangement could usher in the dawn of a new era for lithium-in-brine exploration and development in the Great Basin”. Under the guidance of James Brown the Managing Director of Altura, AJM/ALTAF has a history of development and mining, having raised in the order of $250,000,000 in the past decade, and owned various interests in several mines during this period. With Altura’s proven ability to move properties from exploration through feasibility and into production, the Company eagerly anticipates developments at our Fish Lake Valley property.”
About Lithium Corporation
Lithium Corporation is an exploration company based in Nevada devoted to the exploration for energy storage related resources throughout North America, and looking to capitalize on opportunities within the ever-expanding next generation energy storage markets. The Company has maintained a strategic alliance with Altura Mining for the past eight years. Website: www.lithiumcorporation.com.
Contact Info
Tom Lewis, CEO
Lithium Corporation
775-410-5287
[email protected]
About Altura Mining Limited
Altura Mining Limited is an ASX/OTC listed Lithium exploration and development company based in Perth West Australia. Website: www.alturamining.com
Notice Regarding Forward-Looking Statements
This current report contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with mineral exploration and difficulties associated with obtaining financing on acceptable terms. We are not in control of minerals prices and these could vary to make development uneconomic. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our most recent annual report for our last fiscal year, our quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Lithium Corporation (OTC-LTUM) 1031 Railroad St. Ste 102B Elko NV 89801 (775) 410-5287 www.lithiumcorporation.com