-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S2wPkzkGyy4nvOoYY2lFpd2B7klEe8hHTLNAAi+LyzJNfMMORfkQkGroCIx52YW4 4KLDkd6kjyoquvHx50UtQQ== 0001165527-10-000244.txt : 20100325 0001165527-10-000244.hdr.sgml : 20100325 20100325133407 ACCESSION NUMBER: 0001165527-10-000244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100324 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100325 DATE AS OF CHANGE: 20100325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lithium Corp CENTRAL INDEX KEY: 0001415332 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 980530295 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-148266 FILM NUMBER: 10704082 BUSINESS ADDRESS: STREET 1: 200 S VIRGINIA ST - 8TH FLOOR CITY: RENO STATE: NV ZIP: 89501 BUSINESS PHONE: 714.475.3512 MAIL ADDRESS: STREET 1: 200 S VIRGINIA ST - 8TH FLOOR CITY: RENO STATE: NV ZIP: 89501 FORMER COMPANY: FORMER CONFORMED NAME: Utalk Communications Inc. DATE OF NAME CHANGE: 20071016 8-K 1 g3983.txt CURRENT REPORT DATED 3-24-10 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) March 24, 2010 LITHIUM CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-148266 98-0530295 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 S Virginia St - 8th Floor, Reno, Nevada 89501 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (775) 322-0626 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On March 24, 2010, we issued 2,000,000 units in a private placement, raising gross proceeds of $2,000,000, or $1.00 per unit. Each unit consists of one common share in the capital of our company and one non-transferable common share purchase warrant. Each whole common share purchase warrant non-transferable entitles the holder thereof to purchase one share of common stock in the capital of our company, for a period of twelve months commencing the closing, at a purchase price of $1.20 per warrant share and at a purchase price of $1.35 per warrant share for a period of twenty-four months thereafter. We issued all of the securities to three (3) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933. ITEM 7.01 REGULATION FD DISCLOSURE On March 25, 2010, we issued a news release announcing the closing of the non-brokered private placement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 News Release dated March 25, 2010 2 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/ Tom Lewis - ---------------------------------- Tom Lewis President and Director Date: March 25, 2010 3 EX-99.1 2 ex99-1.txt PRESS RELEASE DATED 3-25-10 Exhibit 99.1 [LITHIUM CORPORATION LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE OTCBB: LTUM LITHIUM CORPORATION PRIVATE PLACEMENT RENO, NV - March 25, 2010 -Lithium Corporation (OTCBB: LTUM) (the "Company", or Lithco) is pleased to announce that it has closed a non-brokered private placement, and has received $2,000,000 USD gross proceeds from the sale of 2,000,000 units. Each Unit is comprised of one warrant and one common share, and each warrant provides the subscriber the right to purchase one common share of Lithium Corporation for $1.20 USD within one year, or $1.35 USD within two years of the Closing date. Subscribers will have the preferential right to participate in any subsequent private placements. Lithco intends to use the proceeds from this private placement for future on-going exploration efforts on its six lithium properties in Nevada. The securities to be issued and sold in the private placement will not be registered under the Securities Act of 1933 as amended (the "Act"), and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Act. For further information please contact Samantha White at (888) 299-3989 or via email at info@lithiumcorporation.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, including but not limited to, any mineralization, exploration and development of our mineral properties, specifically in regards to Lithium. 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. -----END PRIVACY-ENHANCED MESSAGE-----