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EX-99.1 - PRESS RELEASE DATED 5-11-16 - Lithium Corpex99-1.txt
EX-10.1 - EXPLORATION EARN-IN AGREEMENT - Lithium Corpex10-1.txt

                                  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) May 3, 2016


                               LITHIUM CORPORATION
             (Exact name of registrant as specified in its charter)

           Nevada                     000-54332                  98-0530295
(State or other jurisdiction         (Commission               (IRS Employer
     of incorporation)               File Number)            Identification No.)

 1031 Railroad St., Ste. 102B, Elko, NV                            89801
(Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code (775) 410-5287

                                 Not applicable
          (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))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On May 3, 2016, we entered into a definitive agreement with 1067323 Nevada Ltd. ( a private Nevada corporation), and 1067323 B.C. Ltd. (a private British Columbia corporation) with respect to our San Emidio lithium brine property in Washoe County, Nevada. The terms of the formal agreement are; payment of $100,000, issuance of 300,000 common shares of 1067323 B.C. Ltd., or of the publicly traded company anticipated to result from a Going Public Transaction, and work performed on the property by the Optionee in the amount of $600,000 over the next three years to earn an 80% interest in the property. 1067323 then has a subsequent Earn-In option to purchase Lithium Corporation's remaining 20% working interest within three years of earning the 80% by paying our company a further $1,000,000, at that point our company would retain a 2.5% Net Smelter Royalty, half of which may be purchased by 1067323 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 30 days of the signing of the formal agreement. ITEM 7.01 REGULATION FD DISCLOSURE On May 11, 2016, we issued a news release announcing that our company has entered into an exploration earn-in agreement with 1067323 Nevada Ltd. and 1067323 B.C. Ltd. with respect to our San Emidio lithium brine property in Washoe County, Nevada. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 10.1 Exploration Earn-In Agreement dated May 3, 2016 between our company, 1067323 Nevada Ltd. and 1067323 B.C. Ltd 99.1 News release dated May 11, 2016 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 /s/ Brian Goss ------------------------------------ Brian Goss President and Director Date: May 11, 2016