LTUM 10-K & 10-Q changes, risk factors and insider trading

Our net cash from financing activities during the year ended December 31, 20242025 was $Nil$nil as compared to $400,260$nil during the year ended December 31, 2023.2024. As at December 31, 2024,2025, we had approximately $3,065,858$2,481,204 in cash.

Our operating expenses for the year ended December 31, 20242025 were $753,425$648,322 compared to $610,974$753,425 for the year ended December 31, 2023.2024. The increasedecrease in operating expenses primarily a result of andecrease increasein exploration expenses offset by increases in consulting expensesfees and anprofessional increase in exploration expenses.fees.

Net cash provided by investing activities was $Nil for the year ended December 31, 20242025 compared to net cash used in investing activities of $ 140,082$Nil in the same period in 2023.2024.

As of December 31, 2024,2025, our company had a net loss of $964,597$495,801 and has earned no revenues. Our company hashad suspended funding operations through our financing arrangement with Lincoln Park Capital in early 2024 and that facility was allowed to lapse, however the company has sufficient funds on hand to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2025.2026. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In June 2009 we optioned the Fish Lake Valley property in Esmeralda County Nevada, and ultimately earned a 100% interest in the property through a combination of exploration expenditures and share issuances. Lithium Corporation performed geophysical, geochemical and drilling work in the area into early 2016 at which time we entered into an agreement with the forerunner of American Lithium Corporation (TSX-V:Li) who could have earned an initial 80% interest in the property by incurring exploration expenses, making cash and share payments over a period of three years. American Lithium relinquished all interest in the property/option agreement in April 2019. In April 2021 the Company entered into a Letter of Intent with Altura Mining Limited whereby Altura (now Morella Corporation ASX:1MC, OTC-PinkOTC-QB: ALTAF) maycould earnhave earned a 60% interest in the property by incurring exploration expenses, and making staged cash and share payments to Lithium Corporation over the next four years. Morella Corporation is a related company as it is the single largest shareholder in Lithium Corporation with over 8% of the Company’s common shares, having acquired an interest through a non-brokered private placement in our Company in 2012.

Since 2009 the Company has been actively engaged in project generation, conducting initial exploration studies, and if warranted staking and further exploring a number of exploration stage properties. The most notable of these have been the San Emidio lithium-in-brine property, and the North Big Smoky Lithium-in-brine property (currently under option to Morella Corporation, a related company) both of which are in Nevada. The Company has also from time to time entered into option agreements with third parties on smaller properties and enlarged the area of these while conducting preliminary exploration studies. The most notable of these are the BC Sugar flake graphite prospect, and the Yeehaw Titanium/Rare Earth Element prospect, both of which are situated in British Columbia. The Company maintains small or modest claim positions in what we consider to be the hearts of all these potentially prospective areas, although the Las Pilas property has recently expanded as a number of claim applications have been approved by the British Columbia government Effective April 23 2014, we entered into an operating agreement with All American Resources, L.L.C. and TY & Sons Investments Inc. with respect to Summa, LLC, a Nevada limited liability company incorporated on December 12 2013, wherein we hold 25%, and are active “Managing Members”. Summa maintains a 100% interest in several fee title mining properties throughout Nevada, all of which sprang out of Howard Hughes’s Hughes Tool Company. Our company’s initial capital contribution to Summa, LLC was $125,000, of which $100,000 was in cash and the balance in services. To date we have contributed an additional $31,700 in cash, and also over the years an indeterminate amount of casual geological expertise to Summa, LLC. In recognition, Summa transferred five urban lots in Tonopah of indeterminate value in 2020, and since Jan 2021 have issued checks to the company for $167,500. The flagship of the Summa portfolio, the Tonopah mining property was optioned in early 2020, and the Optionee has earned 100% interest in the property. Summa still retains 1% (LTUM’s net share 0.25%) Net Smelter Royalty on the property.

In March of 2022 we staked a block of claims in North Big Smoky Valley covering approximately 3400 acres which roughly corresponds to the lands previously held by Lithium Corporation’s former subsidiary Lithium Royalty Corp. in 2016/2017. On May 13, 2022 we signed a Letter of Intent (LOI) with Morella Corporation (a related party) whereby Morella could earn a 60% interest in the property by paying $65,000 US to the Company on the signing of the LOI, and issuing $100,000 worth of Morella shares at the time of signing the formal agreement, and issuing $100,000 worth of shares at each anniversary of the signing of the formal agreement over the subsequent four years. Additionally, Morella must have incurred exploration expenditures of $100,000, $200,000, $300,000 and $400,000 in years one through four of the option agreement. Since Optioning the property Morella has conducted Controlled Source Audio-Magnetotelluric geophysical and sediment geochemical surveys, staked more claims adjacent to the original option claim block as well as staking a non-contiguous area to the north and west of the earlier claims here. Most recently Morella has concluded a four-hole drilling program, testing for both lithium-in-brine and clay mineralization, where anomalous lithium-in-clay mineralization was discovered, but no lithium-in-brine mineralization was encountered. By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the entire property reserving a 3.5% Net Smelter Royalty (NSR) on the property, and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the prospect. To date Lithium Corporation has not transferred claim ownership to Morella, noralthough Morella has Morella issued any4,000,000 shares in Spring 2026 with respect to its obligations under the Sept 5th agreement.

On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining Limited (now Morella Corporation after a name change) an Australian Lithium explorer and developer and related party, whereby Morella could have earned a 60% interest in the Fish Lake Valley lithium-in-brine property in Esmeralda County, Nevada by making staged payments of $675,000, issuing the equivalent of $500,000 worth of Morella common stock (1MC:ASX, Altaf:OTC-Pink) in annual tranches, and expending $2,000,000 on exploration work over the following four years. Previously, in 2016 the Company had entered into an option agreement with a company that eventually became American Lithium Corp., who conducted various geochemical and geophysical work on the property and drilled one exploratory borehole. While American Lithium did comply with all terms of the agreement with respect to cash and share payments the Company received formal notice of the relinquishment of the Purchasers right to earn an interest in the property on April 30th, 2019. In the last few years Morella has completed two phases of passive seismic and magnetotelluric (MT) surveys and have received permits for drilling on both the south and northern blocks. Preparatory work for drilling was done during the summer of 2023, and drilling commenced on an exploratory borehole in early October 2023, to the northeast of the playa, proximal to but away from the area of known mineralization. Only moderate mineralization was encountered in the 2023 drillhole in both clays and brines. By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the southern and more eastern portions of the property reserving a 3.5% Net Smelter Royalty (NSR) on the assigned property, and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the property. Lithium Corporation would retainretains 100% interest in the northern portions of the property, subject to an ROFR on similar terms mentioned earlier in favor of Morella. ToMorella dateissued 4,000,000 shares in Spring 2026 to satisfy its obligations pursuant to the above amended agreement, and Lithium Corporation has notcommenced transferredinitial claim ownershiptransfers awaitingin Morella shareholders approval with respect to the transferfavor of the final option shares, which was received on April 29, 2026.Morella.

In 2024 the Company staked a number of claims in the Granby River Valley, north of Grand Forks BC, and a number of these lapsed in 2025, however the company discovered Rare Earth Element (REE) mineralization on some of the remaining claims, and restaked much of the dropped claim block along with others. On December 31, 2025 the Company entered into an option agreement with Ridgestone Mining, Inc. (a related company by virtue of Brian Goss our VP Exploration and a director is also the CEO, president and a director of Ridgestone) whereby Ridgestone (OTCQB: RIGMF) (TSXV: RMI) will pay Lithium Corporation $315,000 Cdn, issue 500,000 common shares to the Company, and complete $600,000 Cdn in exploration expenditures over the next three years to earn a 100% interest in the property. The optioned interest is subject to a 2.0% Net Smelter Return Royalty retained by Lithium Corporation. To date the Company has received $5,000 CdnCDN, and Riverstone has completed an NI 43-101 report on the property. Since signing, all claims have cleared aboriginal approval, and the parties are awaiting regulatory approval,approval andof the grantOption ofbefore fullmoving title of a number of claims which are currently under the newly mandated aboriginal review.forward.

Approximately $25 million dollars has been spent on geothermal exploration in the general area (personal communication J. Demonyaz) since the 1980’s, and in the early decades of the 1900’s two deep oil exploration holes were drilled immediately to the west-southwest of the claim area, both of which were not properly plugged and abandoned, and currently flow warm geothermal waters from a known aquifer at about 800-foot depth. Some of this data exists in the public domain. Ormat drilled a geothermal test hole about ½ mile to the northeast of the playa in late 2025, and is currently evaluating it for development.

By letter agreement dated September 5th, 2025 Lithium Corporation assigned 100% interest in the southern and more eastern portions of the property reserving a 3.5% Net Smelter Royalty (NSR) on the assigned property, and a Right of First Refusal (ROFR) to purchase or option the property on equal terms should Morella find a purchaser or optionee for the property. Lithium Corporation would retain 100% interest in the northern portions of the property, subject to an ROFR on similar terms as above in favor of Morella. Currently the land position is comprised of Lithium Corporation’s twenty-eight 100% owned 80-acre80 acre placer claims totaling 2,220 acres (898 hectares), and a 3.5% Net Smelter Royalty on a mix of 20-20 and 80-acre80 acre placer claims held by Morella Corporation totaling 3,833.64 acres (1551.45 hectares). To date Lithium Corporation has conducted a one claim test of quit-claiming of ownership title in favor of Morella. Although they have recently completed the requisite regulatory filings Morella has not to date issued any shares with respect to its obligations under the Sept 5th agreement, informally amended in March 2026 whereby Morella will issue the Company a single tranche of 4,000,000 shares in Spring 2026 to fully satisfy their obligations under the Fish Lake Valley option agreement. ShareholderThe approvalCompany is currently transferring title to the balance of the issuanceaffected ofclaims theseto optionMorella, shareswhile wasconsidering receivedoptions onfor Aprilmoving 29,the 2026.property forward.

The San Emidio property, located in Washoe County in northwestern Nevada, was acquired through the staking of claims in September 2011, and has expanded and contracted over time depending on the state of the lithium carbonate market. Currently the Company holds thirty-five 80-acre80 acre Association Placer claims here covering an area of approximately 2,800 acres (1133 hectares). The property is approximately 65 miles north-northeast of Reno, Nevada, and has excellent infrastructure.

We identified this prospect during 2009,2009 and 2010 through surficial geochemical sampling, and geological interpretation. The early reconnaissance sampling determined that anomalous values for lithium occur in sediments over a good portion of the playa. Our company conducted near-surface brine sampling in the spring of 2011, and a high resolution gravity geophysical survey in summer/fall 2011. Our company then permitted a seven-hole drilling program with the Bureau of Land Management in late fall 2011, and a direct push drill campaign commenced in early February 2012. Drilling here delineated a narrow elongated shallow brine anomaly which is greater than 2.5 miles length, somewhat distal to the basinal feature outlined by the earlier gravity survey. The anomaly aligns with the present day topographical low in the valley, which could be the result of extension along a north-easterly trending fault. Two values of over 20 milligrams/liter lithium were obtained from two shallow direct push probe holes located centrally in this brine anomaly.

On September 16th 2021 Lithium Corporation signed an agreement with Surge Battery Metals whereby Surge may earn an 80% interest in the Company’s San Emidio lithium-in-brine prospect in Washoe County Nevada, by paying an initial $50,000 and issuing 200,000 shares of Surge (TSX-V:Nili). Surge had undertaken to make payments of $620,000 in cash and stock over 5 years while incurring expenditures on the property of $1,000,000 over that period. Upon fulfillment of the aforementionedthese commitments Surge would have been deemed to have earned their undivided 80% interest and could have formed a joint venture with the Company. Surge Battery Metals completed some geochemical work on the prospect block and gave Lithium Corporation formal notice in Summer 2022 that they were relinquishing all interest in the property. In Fall 2022 the Company completed a Controlled Source Audio-Magnetotelluric (CSAMT) survey on the property and is currently actively searching for a Joint Venture Partner for this prospect.

The Company revised its trenching permit in 2017 and conducted a program of 12 mechanized test pits in May 2018. This work was done in an area ranging from 1 to 1.5 kilometers to the east of the Weather Station Zone in a zone of numerous discrete conductors detected during the 2015 FDEM geophysical survey. Three of these pits intercepted weathered weak to moderately mineralized graphitic material with the best assay being 2.62% graphitic, carbon, and six test pits bottomed in non-mineralized bedrock. The remaining three did not reach bedrock or intercept graphitic material prior to reaching the maximum digging capability of the excavating equipment used. The Company had reduced its acreage holdings here to approximately 203 acres (82 hectares) to facilitate applying 5 years assessment credit to the most prospective area of the property, and had placed it on the “back burner” in favor of developing other prospects. The Company is currently in the planning stages with respect to the work to be done on these prospects this summer.fall.

The ongoing litigation with respect to Summa’s Tonopah holdings had precluded investing time or money into the property immediately after the court awarded Summa ownership in 2013, however in 2018 Summa won a “quiet title” case in the Fifth Judicial Court in Tonopah, which determined that Summa’s title is superior to all other claimants. The subsequent appeal of this verdict was quashed later in 2018, and there has been no further action on that account. Summa signed a Letter of Intent on January 14, 2020 with respect to the Tonopah property whereby 1237025 BC Ltd, cancould earn a 100% interest in the property (subject to a 1.0% Net Smelter Royalty or NSR) by paying $400,000 in cash, issuing $400,000 in shares, and incurring $1.5 million in exploration expenditures in stages over the next 5 years. The Optionee would also have the right to purchase ¼ of the NSR for $1,500,000, and the future right to purchase a further ¼ of the NSR for $2,500,000. The definitive agreement was signed in March of 2020, and 1237025 BC Ltd subsequently merged with Pinnacle North Gold Corp., who then changed their name to Summa Silver Corp (SSVR). SSVR actively explored the property in the second half of 2020, drilling roughly 14,000 meters in 29 drill holes. Additionally more work was performed on the Belmont tailings portion of the project aided by Lithium Corporation personnel, who have been actively promoting and advancing this aspect of the Tonopah holdings since acquisition. In 2021 SSVR accelerated the earn-in provisions of the option agreement and was transferred a 100% interest in the property. Summa still retains a 1% (LTUM’s share 0.25%) Net Smelter Royalty on the property.

Other British Columbia Properties

Lithium Corporation conducted fieldwork on the Michael, and Yeehaw properties during summer 2017. At Yeehaw a 30 meter wide structure was discovered that is anomalous for titanium and Rare Earth Elements, while soil sampling at Michael detected an anomaly that is greater than 800 meters in length that exhibits increased Tantalum-Niobium plus Rare Earth Element mineralization. The Company has dropped any further interest in both the Michael and Three Valley Gap properties, and has earned its 100% interest in the Yeehaw property. Field work on the Yeehaw property in Spring 2018 discovered a further zone of Ti/REE enrichment, and additional work was performed on the property in 2019 which extended the known strike of the Horseshoe Bend showing approximately 50 meters to the west, and mineralized float was found that possibly indicates it could continue to the east for another several hundred meters. The Company is currently in the planning stages for field season 2026.

All material properties thatthe Lithium Corporationcompany controls are in the exploration stage and the Companycompany or its Optionors are not estimating mineral resource or reserves on the Company’scompany’s properties at this time. The company is a prospect generator and conducts early stage exploration level operations. During prospect generation and regional exploration, the Companycompany does not have a formal internal QA/QC program although we do follow chain of custody (CoC) procedures and use accredited assay labs for analysis. Chain of Custody procedures we follow involve the geologist taking the samples oversees the samples personally until that geologist submits the samples to the appropriate accredited laboratory for analysis. Laboratory accreditation is typically ISO certified. ISO certification is a seal of approval from a third party body that a company runs to one of the international standards developed and published by the International Organization for Standardization.

Exploration programs on the Company’scompany’s material propertyproperties up until the end of this quarter wereare conducted by, or the responsibility ofby Optionors. The company does not control the QA/QC procedures instituted by the Optionors and periodically may receive technical updates from Optionors that describe the QA/QC procedures although the Companycompany does not have input over the QA/QC procedures used.

Additionally Lithiumour Corporationcompany continues its generative program exploring for new deposits of next generation battery or Tech related materials.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

We had net loss of $252,785$219,548 for the three month period ended MarchJune 31,30, 2026, which was $28,862$63,703 more than the net loss of $223,923$155,845 for the three month period ended MarchJune 31,30, 2025. The change in our results over the two periods is primarily the result of an increase in consultingprofessional fees, explorationconsulting expensefees to related parties, travel and a change in the fair value of marketable securities.

The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended MarchJune 31,30, 2026 and 2025:

Our balance sheet as of MarchJune 31,30, 2026 reflects current assets of $2,572,222.$2,533,430. We had cash in the amount of $2,321,341$2,168,366 and a working capital deficit in the amount of $157,556$60,159 as of MarchJune 31,30, 2026. We have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 was $163,476,$316,454, an increaseincreaes of $24,865$56,017 from the $138,611$260,437 net cash outflow during the threesix months ended MarchJune 31,30, 2025.

Cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026 was $3,613$Nil as compared to $Nil in cash provided by financing activities during the threesix months ended MarchJune 31,30, 2025.

To date we have relied on proceeds from the sale of our shares in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our sole officer and/or directors will provide us with any future loans. We estimate that the cost of maintaining basic corporate operations (which includes the cost of satisfying our public reporting obligations) will be approximately $5,000$25,000 per month. Due to our current cash position of approximately $2,321,341$2,168,366 as of MarchJune 31,30, 2026, we estimate that we do have sufficient cash to sustain our basic operations for the next twelve months.

WhileNow we are always examining all possible opportunities to fundthat the CompanyLincoln onPark aagreement prudenthas and cautious basis,lapsed we currently have no other arrangement for future financings.financing.

Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the “if converted” method. In the periods in which a loss is incurred, the effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore basic and diluted losses per share are the same. The Company did not have any dilutive securities for the periods ended MarchJune 31,30, 2026 and 2025.

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although our company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee our company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impairment of $0 and $0 was recorded during the periods ended MarchJune 31,30, 2026 and 2025, respectively.