As filed with the Securities and Exchange Commission on April 20, 2016
Registration No. 333-164692
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-164692
FORM S-8/A
(Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LITHIUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 98-0530295
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1031 Railroad St, Suite 102B., Elko, Nevada 89801
(Address of Principal Executive Offices and Zip Code)
2009 Stock Plan
(Full title of the plan)
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, Nevada, 89501
(Name and address of agent for service)
775-322-0626
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
William L. Macdonald
Macdonald Tuskey, Corporate and Securities Lawyers
Suite 1210, 777 Hornby Street
Vancouver, BC V6Z 1S4
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share Price Fee
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Common Stock 6,055,000 (1) $1.16 (1) $7,023,800 (2) $500.80 (2)
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(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee. Our estimate is based on the average of the high and
low prices for our common stock as reported on the OTCQB on April 3, 2016.
(2) We are registering 6,055,000 shares of our common stock previously
registered which may be issued pursuant to stock option exercises granted
under the 2009 Stock Option Plan. Estimated (at the time the Registration
Statement on Form S-8 (SEC File No. 333-164692) was filed on February 4,
2010) solely for the purpose of computing the registration fee pursuant to
Rules 457(c) and (h), based on the average of the high and low prices of
the Common Stock of our company on January 19, 2010, as reported on the
National Association of Securities Dealers Inc.'s OTC Bulletin Board.
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EXPLANATORY NOTE
We prepared this registration statement and reoffer prospectus in accordance
with the requirements of Form S-8 under the Securities Act of 1933, to register
the reoffer of 6,055,000 of which have been previously registered of which
1,650,000 have been issued in consideration of consulting services provided to
our company and under our 2009 Stock Option Plan.
The Company filed a Form S-8 Registration Statement (File No. 333-164692) on
February 4, 2010 (the "Original 2009 Plan S-8"), to register 6,055,000 shares of
our Common Stock reserved for issuance under the our 2009 Stock Option Plan (the
"2009 Plan"). This Post-Effective Amendment to Registration Statements on Form
S-8 constitutes a Post-Effective Amendment No. 1 to the Original 2009 Plan S-8.
This Post-Effective Amendment is being filed solely to reflect reoffer
prospectus pertaining to certain potential resales of our company's common stock
issued pursuant to the 2009 Plan.
Under cover of this registration statement on Form S-8 is our reoffer prospectus
prepared in accordance with Part I of Form S-3 under the Securities Act of 1933.
Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8,
in accordance with the requirements of Part I of Form S-3, and may be used for
reofferings and resales on a continuous or delayed basis in the future of up to
an aggregate of 6,055,000 "control securities" and/or "restricted securities"
which have been issued in consideration of consulting services rendered to the
company.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
This reoffer prospectus relates to 1,650,000 common shares of which have been
previously issued in consideration of consulting services provided to the
company.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
We will provide, without charge, to each person to whom a copy of the Section
10(a) prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference in Item 3 of Part II of this
registration statement (which documents are incorporated by reference in the
Section 10(a) prospectus). Requests should be directed to Brian Goss, President
and Chief Executive Officer, Lithium Corporation, 1031 Railroad St, Suite 102B.,
Elko, Nevada, 89801. Our telephone number is (778-410-5287).
3
REOFFER PROSPECTUS
The date of this prospectus is April 20, 2016
LITHIUM CORPORATION
1031 Railroad St, Suite 102B.
Elko, Nevada, 89801
1,650,000 SHARES OF COMMON STOCK
This reoffer prospectus relates to a maximum of 1,650,000 shares of our common
stock which may be offered and resold from time to time by the selling security
holders identified in this reoffer prospectus. We anticipate that the selling
security holders will offer shares for sale at prevailing prices on the OTCQB on
the date of sale. We will not receive any part of the proceeds from sales made
under this reoffer prospectus, although we will receive the exercise price at
the time of the exercise of any options by the selling security holders. The
selling security holders will bear all sales commissions and similar expenses.
We will, however, pay all of the costs associated with the filing of this
registration statement.
The selling security holders and any brokers selling orders on their behalf may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in which event commissions received by such brokers may be deemed to
be underwriting commissions under the Securities Act of 1933.
Our shares of common stock are quoted on the OTCQB under the trading symbol
"LTUM". On April 3, 2016, the last reported closing price for our common stock
was $0.0302 on the OTCQB.
Our principal executive offices are located at Lithium Corporation, 1031
Railroad St, Suite 102B., Elko, Nevada, 89801. Our telephone number is
775-410-5287.
THE SHARES OF COMMON STOCK OFFERED PURSUANT TO THIS REGISTRATION STATEMENT
INVOLVE A HIGH DEGREE OF RISK. FOR MORE INFORMATION, PLEASE SEE THE SECTION OF
THIS REOFFER PROSPECTUS TITLED "RISK FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
Contents
PROSPECTUS SUMMARY.......................................................... 3
RISK FACTORS................................................................ 5
INFORMATION ABOUT THE OFFERING.............................................. 9
USE OF PROCEEDS............................................................. 9
DETERMINATION OF OFFERING PRICE............................................. 9
DILUTION ................................................................... 9
SELLING SECURITY HOLDERS.................................................... 9
PLAN OF DISTRIBUTION........................................................ 10
INTERESTS OF NAMED EXPERTS AND COUNSEL...................................... 12
LEGAL MATTERS............................................................... 12
MATERIAL CHANGES............................................................ 12
INCORPORATION OF DOCUMENTS BY REFERENCE..................................... 12
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES............................................. 12
2
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this reoffer prospectus. Consequently, this
summary does not contain all of the information that you should consider before
investing in our common stock. You should carefully read the entire reoffer
prospectus, including the "Risk Factors" section appearing at page 8, and the
documents and information incorporated by reference into this reoffer
prospectus.
This reoffer prospectus relates to a maximum of 1,650,000 shares of our common
stock which may be offered and resold from time to time by the selling security
holders identified in this reoffer prospectus. It is anticipated that the
selling security holders will offer shares for sale at prevailing prices on the
OTCQB on the date of sale. We will not receive any proceeds from the sales of
common stock by the selling security holders under this reoffer prospectus,
although we will receive the exercise price at the time of the exercise of any
options by the selling security holders. The selling security holders will pay
for the cost of all sales commissions and similar expenses. We will pay for all
of the costs associated with the filing of this registration statement.
A BRIEF HISTORY OF OUR COMPANY
CORPORATE HISTORY
We were incorporated under the laws of the State of Nevada on January 30, 2007
under the name "Utalk Communications Inc.". 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. Because we were not successful in
implementing our business plan, we considered various alternatives to ensure the
viability and solvency of our company.
Our executive offices are located at 1031 Railroad St, Suite 102B., Elko,
Nevada, 89801, and our telephone number is (778) 410-5287.
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.
Effective September 30, 2009, we effected a 1 old for 60 new forward stock split
of our issued and outstanding common stock. As a result, our authorized capital
increased from 50,000,000 shares of common stock with a par value of $0.001 to
3,000,000,000 shares of common stock with a par value of $0.001 and our issued
and outstanding shares increased from 4,470,000 shares of common stock to
268,200,000 shares of common stock.
Also effective 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.
On October 9, 2009, we entered into a share exchange agreement with Nevada
Lithium and the shareholders of Nevada Lithium. The closing of the transactions
contemplated in the share exchange agreement and the acquisition of all of the
issued and outstanding common stock in the capital of Nevada Lithium occurred on
October 19, 2009. In accordance with the closing of the share exchange
agreement, we issued 12,350,000 shares of our common stock to the former
shareholders of Nevada Lithium in exchange for the acquisition, by our company,
of all of the 12,350,000 issued and outstanding shares of Nevada Lithium. Also,
pursuant to the terms of the share exchange agreement, a director of our company
cancelled 220,000,000 restricted shares of our common stock. Nevada Lithium's
corporate status was allowed to lapse and the company's status with the Nevada
Secretary of State has been revoked.
3
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 properties in
British Columbia.
Our current operational focus is to conduct exploration activities on the Fish
Lake Valley property and San Emidio prospects in Nevada and the BC Sugar
property in British Columbia.
We are currently evaluating the opportunities that the Summa lands present (the
"HUGHES CLAIMS"), while also exploring other locations which are believed to be
prospective for hosting lithium or graphite mineralization, as well as
evaluating opportunities brought to our company by third parties.
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 a 25% membership. Our company's 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 $10,000 to Summa, LLC.
Effective August 15, 2014, we entered into an asset purchase agreement with
Pathion, Inc., a Delaware corporation, and Pathion Mining Inc., a Nevada
corporation. Pursuant to the Agreement, we agreed to sell to Pathion, Inc. and
Pathion Mining, our rights, interests and assets relating to our Fish Lake
Valley, San Emidio and BC Sugar properties. The asset purchase agreement was set
to close at the end of September 2014, but was extended to October 17, 2014 by
mutual agreement, and was further extended until January 19, 2015. After Pathion
failed to close the agreement within the agreed upon extended timeframe, we gave
notice on January 27, 2015 of the termination of the asset purchase agreement
entered into on August 15, 2014.
On February 20, 2015, our company signed a letter of intent with Kingsmere
Mining Ltd., which is the preliminary step whereby Kingsmere, or their
appointee, may choose to buy or option our company's lithium brine properties in
Nevada. The letter allowed for a due diligence and election period until April
1, 2015 with closing by April 15, 2015. The terms of the letter of intent with
Kingsmere were subsequently extended to May 31, 2015. Our company and Kingsmere
were not able to reach an agreement and a press release notifying the public was
issued on June 23, 2015.
On February 16, 2016, we issued a news release announcing that our company has
entered into a letter of intent with 1032701 B.C. Ltd. with respect to our Fish
Lake Valley lithium brine property in Esmeralda County, Nevada. On March 10,
2016 we issued a news release announcing the signing of the Fish Lake Valley
Earn-In Agreement. The terms of the Earn-In Agreement allow 1032701 to earn an
80% interest in Fish Lake Valley for payments over two years totaling $300,000
and issuance of 400,000 common shares of the publicly traded company anticipated
to result from a Going Public Transaction, and work performed on the property
over three years in the amount of $1,100,000. 1032701 then has a Subsequent
Earn-In option to purchase Lithium Corporation's remaining 20% working interest
within one year of earning the 80% by paying the Company a further $1,000,000,
at that point the Company would retain a 2.5% Net Smelter Royalty, half of which
may be purchased by 1032701 for an additional $1,000,000. Should the Purchaser
elect not to exercise the Subsequent Earn-In, a joint venture will be
established. During the Joint Venture, should either party be diluted below a
10% working interest - their interest in the property will revert to a 7.5% Net
Smelter Royalty. The first tranche of cash and shares are to be issued within 60
days of the signing of the formal agreement. Menika Mining, a publicly traded
company on the TSX Venture Exchange trading under the symbol MML has announced
on March 8, 2016 that it is in the process of acquiring 1032701 B.C. Ltd and the
right to acquire the Fish Lake Valley Property.
Our company intends to continue the exploration/assessment of San Emidio lithium
brine properties in Nevada and on our BC Sugar flake graphite property in
British Columbia, while tracking progress at Fish Lake Valley and determining
further plans of action with respect to our Mount Heimdal flake graphite
property in British Columbia. We will continue assessing our options with
respect to our 25% interest in Summa, LLC, a private Nevada company, which holds
the residue of the "Howard Hughes" Summa Corp., while generating new prospects
and evaluating property submittals for option or purchase.
4
RISK FACTORS
FORWARD-LOOKING STATEMENTS
This Registration Statement contains forward-looking statements. Forward-looking
statements are statements which relate to future events or our future
performance, including our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts", or
"potential" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks enumerated in this section
entitled "Risk Factors", that may cause our company's or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested in this Registration Statement. Except as required
by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
As used in this prospectus, the terms "we", "us", "our", and "Lithium" mean
Lithium Corporation, a Nevada corporation, unless otherwise indicated.
GENERAL STATEMENT ABOUT RISKS
An investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in this prospectus in evaluating our company and our
business before purchasing shares of our company's common stock. Our business,
operating results and financial condition could be seriously harmed due to any
of the following risks. The risks described below are not the only ones facing
our company. Additional risks not presently known to us may also impair our
business operations. You could lose all or part of your investment due to any of
these risks.
RISKS ASSOCIATED WITH MINING
ALL OF OUR PROPERTIES ARE IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT
WE CAN ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON ANY OF OUR PROPERTIES
IN COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY
REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS
THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A
COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.
Despite exploration work on our mineral properties, we have not established that
any of them contain any mineral reserve, nor can there be any assurance that we
will be able to do so. If we do not, our business could fail.
A mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/about/forms/industryguides.pdf) as that part of a mineral
deposit which could be economically and legally extracted or produced at the
time of the reserve determination. The probability of an individual prospect
ever having a "reserve" that meets the requirements of the Securities and
Exchange Commission's Industry Guide 7 is extremely remote; in all probability
our mineral resource property does not contain any "reserve" and any funds that
we spend on exploration will probably be lost.
Even if we do eventually discover a mineral reserve on one or more of our
properties, there can be no assurance that we will be able to develop our
properties into producing mines and extract those resources. Both mineral
exploration and development involve a high degree of risk and few properties
which are explored are ultimately developed into producing mines.
5
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.
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 involve 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.
6
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.
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 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 $191,465 as of December 31, 2015.
At December 31, 2015, we had working capital of $183,965. We incurred a net loss
of $282,739 for the year ended December 31, 2015. We estimate our average
monthly operating expenses to be approximately $35,000, 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.
7
RISKS ASSOCIATED WITH OUR COMMON STOCK
TRADING ON THE OTCQB 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.
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 their shares.
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
8
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our common stock.
INFORMATION ABOUT THE OFFERING
The selling stockholders identified in this reoffer prospectus may offer and
sell up to 1,650,000 shares of our common stock. The selling stockholders may
sell all or a portion of the shares being offered pursuant to this reoffer
prospectus at fixed prices, at prevailing market prices at the time of sale, at
varying prices or at negotiated prices.
There were 78,311,408 shares of our common stock issued and outstanding as at
April 18, 2016.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the up to 1,650,000
shares of common stock by the selling security holders.
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the shares of common stock issued to them
from time to time at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions.
DILUTION
Because any selling security holders who offer and sell shares of common stock
covered by this reoffer prospectus may do so at various times, at prices and at
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions, we have not included in this reoffer prospectus
information about the dilution, if any, to the public arising out of these
sales.
SELLING SECURITY HOLDERS
The following table identifies the selling security holders and indicates (i)
the nature of any material relationship that such selling security holder has
had with us for the past three years, (ii) the number of shares held by the
selling security holders, (iii) the amount to be offered for each selling
security holder's account, and (iv) the number of shares and percentage of
outstanding shares of the shares of common stock in our capital to be owned by
each selling security holder after the sale of the shares offered by them
pursuant to this offering. The selling security holders are not obligated to
sell the shares offered in this reoffer prospectus and may choose not to sell
any of the shares or only a part of the shares that they receive. Securities and
Exchange Commission rules require that we assume that the selling security
holders exercise all of their options and sell all of the shares offered with
this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the shares offered by this reoffer prospectus may not simultaneously engage
in market making activities with respect to our shares of common stock during
the applicable "cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the selling
security holders will be subject to applicable provisions of the Securities
Exchange Act of 1934 and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of the shares by the selling
security holders.
9
Percentage of
Shares Beneficially
Number of Shares Number of Owned(3)
Selling Security Beneficially Shares Subject Shares Being Before After
Holder Owned(1) to Options(2) Registered Offering(4) Offering(5)
------ -------- ------------- ---------- ----------- -----------
Kip Tonking 0 100,000 100,000 0 Nil
Samantha White 0 100,000 100,000 0 Nil
Martin Bajic 160,000 100,000 100,000 * Nil
Brian Goss 100,000 1,000,000 1,000,000 * Nil
Will Ostrenga 0 50,000 50,000 0 Nil
Randi Zubiria 0 50,000 50,000 0 Nil
Hazel White 0 50,000 50,000 0 Nil
Vance Spalding 0 100,000 100,000 0 Nil
Bill Macdonald 0 100,000 100,000 0 Nil
----------
* Less than 1%
(1) Represents shares of our common stock beneficially owned by the named
selling stockholder. This figure includes shares underlying the options
held by the named selling stockholder that may be exercisable as of, or
within 60 days after the date of, this reoffer prospectus, but does not
include any shares underlying those options that cannot be exercised within
that period.
(2) Represents shares of our common stock underlying options granted to the
named selling stockholder, whether or not exercisable as of, or within 60
days of, the date of this reoffer prospectus.
(3) Based on 78,311,408 shares of our common stock outstanding as of April 18,
2016.
(4) Represents shares of our common stock held by the named selling stockholder
and shares of our common stock underlying options granted to the named
selling stockholder that may be exercisable as of, or within 60 days of,
the date of this reoffer prospectus.
(5) Represents shares of our common stock held by the selling stockholder
assuming all of the shares underlying the options granted to the named
selling stockholder are sold.
The information provided in the table above with respect to the selling security
holders has been obtained from each of the selling security holders. Because the
selling security holders may sell all or some portion of the shares of common
stock beneficially owned by them, only an estimate (assuming the selling
security holders sell all of the shares offered hereby) can be given as to the
number of shares of common stock that will be beneficially owned by each selling
security holder after this offering. In addition, the selling security holders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the date on which
he provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned
by them in transactions exempt from the registration requirements of the
Securities Act of 1933.
PLAN OF DISTRIBUTION
The selling security holders may, from time to time, sell all or a portion of
their shares of our common stock on any market upon which the common stock may
be quoted (currently the OTCQB), in privately negotiated transactions or
otherwise. Such sales may be at fixed prices prevailing at the time of sale, at
prices related to the market prices or at negotiated prices. The shares of
common stock being offered by this reoffer prospectus may be sold by the selling
security holders by one or more of the following methods, without limitation:
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(a) block trades in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by broker or dealer as principal and resale by the broker or
dealer for its account pursuant to this reoffer prospectus;
(c) an exchange distribution in accordance with the rules of the
applicable exchange;
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(e) privately negotiated transactions;
(f) market sales (both long and short to the extent permitted under the
federal securities laws);
(g) at the market to or through market makers or into an existing market
for the shares;
(h) through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise); and
(i) a combination of any of the aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling security holders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from a selling security holder or, if any of
the broker-dealers act as an agent for the purchaser of such shares, from the
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with a
selling security holder to sell a specified number of the shares of common stock
at a stipulated price per share. Such an agreement may also require the
broker-dealer to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling security
holders if such broker-dealer is unable to sell the shares on behalf of the
selling security holder. Broker-dealers who acquire shares of common stock as
principal may thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. Such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such resales, the broker-dealer may pay to or
receive from the purchasers of the shares commissions as described above.
The selling security holders and any broker-dealers or agents that participate
with the selling security holders in the sale of the shares of common stock may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933
in connection with these sales. In that event, any commissions received by the
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.
From time to time, the selling security holders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements with
their respective brokers. Upon a default by a selling security holder, the
broker may offer and sell the pledged shares of common stock from time to time.
Upon a sale of the shares of common stock, the selling security holder intends
to comply with the prospectus delivery requirements under the Securities Act of
1933 by delivering a prospectus to each purchaser in the transaction. We intend
to file any amendments or other necessary documents in compliance with the
Securities Act of 1933 which may be required in the event the selling security
holder defaults under any customer agreement with brokers.
To the extent required under the Securities Act of 1933, a post-effective
amendment to this Registration Statement will be filed, disclosing the name of
any broker-dealers, the number of shares of common stock involved, the price at
which the common stock is to be sold, the commission paid or discounts or
concessions allowed to such broker-dealers, where applicable.
11
We and the selling security holders will be subject to applicable provisions of
the Securities Exchange Act of 1934 and the rules and regulations under it,
including, without limitation, Rule 10b-5 and, insofar as the selling security
holders are a distribution participant and we, under certain circumstances, may
be a distribution participant, under Regulation M. All of the foregoing may
affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under
Rule 144 rather than pursuant to this reoffer prospectus.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements for the years ended December 31, 2015 and December 31,
2014 incorporated by reference in this re-offer prospectus have been audited by
KLJ & Associates, LLP and Silberstein Ungar, PLLC, respectively, to the extent
and for the period set forth in their report, incorporated herein by reference,
and is incorporated herein in reliance upon such report given upon the authority
of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the common shares offered by this reoffer prospectus will be
passed upon for us and the selling stockholders by W.L. Macdonald Law
Corporation of Vancouver, British Columbia, Canada.
MATERIAL CHANGES
There have been no material changes to the affairs of our company since the
filing of our Form 10-K on March 30, 2016, which have not previously been
described in a report on Form 8-K.
INCORPORATION OF DOCUMENTS BY REFERENCE
See Part II, Item 3 on page 17 hereof for a list of documents filed by our
company with the United States Securities and Exchange Commission, which are
incorporated herein by this reference.
You should only rely on the information incorporated by reference or provided in
this reoffer prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus or any supplement is accurate as of any
date other than the date on the front of this reoffer prospectus.
We file Form 8-K reports and other information with the Securities and Exchange
Commission as is required by the Securities Exchange Act of 1934. You may read
and copy any reports, statements or other information we have filed at the
Securities and Exchange Commission's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission
at 1-800-732-0330 or 202-551-8090 for further information on the Public
Reference Rooms. Our filings are also available on the Internet at the
Securities and Exchange Commission's website at http:\\www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling our business
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.
The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:
1. The description of our company's common stock contained in our
registration statement on Form SB-2 (SEC file number 333-148266),
filed with the Securities and Exchange Commission on December 21,
2007, including all amendments and reports for the purpose of updating
such description; and
2. Our latest Annual Report on Form 10-K filed on March 30, 2016.
In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this registration statement have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any subsequently
filed document that is also incorporated by reference in this registration
statement modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Room at 100 F Street North East, Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http://www.sec.gov.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada corporation law provides that:
* a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful;
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* a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper; and
* to the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.
We may make any discretionary indemnification only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be
made:
* by our board of directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding;
* if such a quorum is not obtainable, by a majority vote of the
directors who were not parties to such action, suit or proceeding;
* by independent legal counsel (selected by one or more of our
directors, whether or not a quorum and whether or not disinterested)
in a written opinion; or
* by our shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 2009 Stock Plan (incorporated by reference to our Form S-8 filed on
February 4, 2010 as Exhibit 4.1).
4.2 Form of Stock Option Agreement (incorporated by reference to our Form
S-8 filed on February 4, 2010 as Exhibit 4.2).
5.1 Opinion of W.L. Macdonald Law Corporation
23.1 Consent of W.L. Macdonald Law Corporation (included in Exhibit 5)
23.2 Consent of KLJ & Associates, LLP
24 Power of Attorney (included in signature page)
II-2
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richland, Washington, on April 20, 2016.
LITHIUM CORPORATION
/s/ Brian Goss
-------------------------------------------------
By: Brian Goss
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below
constitutes and appoints Hugh Aird as his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or of their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURES
/s/ Tom Lewis /s/ James Brown
-------------------------------- --------------------------------
By: Tom Lewis By: James Brown
Director Director
April 20, 2016 April 20, 2016
/s/ Brian Goss
--------------------------------
By: Brian Goss
President, Secretary, Treasurer
and Director
(Principal Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer)
April 20, 2016
II-4