U.S. Lithium Corp. company history: the story so far

History

A small lithium and minerals explorer funded by convertible notes pivoted to CBD products in 2020, lost its auditor, and deregistered from SEC reporting in 2021.

2017-2019: Notes, options and dilution

U.S. Lithium Corp. began this record as a small mineral explorer. In March 2017 it took an option from Diamond Hunter Ltd. to buy 100% of the Gochagar Lake nickel-copper-cobalt claims in northern Saskatchewan, issuing 8,000,000 shares. To complete, it had to spend at least US$50,000 by June 1, 2017 and US$225,000 by July 12, 2018. The seller would keep a 2% royalty, with a US$1,250,000 right to buy back 1%.

The company leaned on convertible notes, which are loans that can be repaid in shares. On July 31, 2017 it extended seven notes held by Robert Seeley and Catanga by six months and cut their conversion price to $0.015 per share, meaning more shares if converted. Seeley converted two 2016 notes into 1,280,827 new shares. Share counts fell sharply to 2,499,835 at the end of 2017, but the beats do not explain why. In June 2019, unnamed debt holders converted $406,357.02 of debt into 2,083,884 shares at $0.195. The filing gave no reason for the much higher price. The record for 2018 is otherwise quiet.

2020-2021: The CBD pivot and withdrawal

On January 20, 2020 the company bought four hemp and CBD supply, manufacturing and sales contracts from Hemp Cloud 9 LLC for 4,700,000 new shares, and said it would move its main business from minerals to cannabinoid products. The filing did not say what would happen to the mineral claims or options. The company, now called BioELife Corp., was based in Seal Beach, California.

On February 4, 2020 it borrowed $100,000 from Catanga International S.A. on an unsecured one-year note at 10% interest. This note converts at a 30% discount to the trading price, so a lower share price would mean more shares. A further $60,000 note from The Magic Owl Corp followed in March.

On April 30, 2020 auditor Sadler Gibb resigned without ever issuing an audit report for 2019. The filing gave no reason and no replacement was named, leaving the company without an auditor. In July 2021, U.S. Lithium Corp. deregistered its securities, ending its obligation to file reports with the SEC.

Written from the 7 story beats below (2017 to 28 July 2021), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

20214.7m shares

28 July
U.S. Lithium Corp. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
4.7m sh

20204.7m shares

6 May
On April 30, 2020 Sadler Gibb resigned as BioELife's auditor for the year ended December 31, 2019, having never issued an audit report for the company. The filing says there were no disagreements and gives no reason for the resignation. The company again has no auditor for its 2019 financial statements, and the filing does not say who will replace Sadler Gibb.
auditor change
4.7m sh
11 Feb
On February 4, 2020 the company borrowed $100,000 from Catanga International S.A. through an unsecured one-year note at 10% interest. Unlike Catanga's earlier notes with fixed conversion prices, this one converts at a 30% discount to the then trading price. A floating price can mean more shares when the stock is lower.
debt financing
4.7m sh
24 Jan
On January 20, 2020 the company bought four hemp and CBD supply, manufacturing and sales contracts from Hemp Cloud 9 LLC in exchange for 4,700,000 new shares. The accompanying press release says the company will change its primary business from minerals to cannabinoids and plans to change its name and stock symbol within 30 days. This is a major break from the lithium and mineral claims story, and the share issue dilutes existing holders. The filing does not say what happens to the earlier mineral claims or options.
capital raising announcement
4.7m sh

20194.7m shares

3 July
On June 28, 2019 unnamed debt holders agreed to convert $406,357.02 of principal and interest into 2,083,884 new shares at $0.195 per share. This clears that debt but dilutes existing shareholders. The filing does not name the holders or say which notes were converted, only that the debt was reported in the March 31, 2019 quarterly report. The $0.195 price is far above the earlier $0.015 to $0.03 conversion prices. The filing does not say why (possible inference: a share consolidation in the gap). The company's address is now Seal Beach, California.
capital raising announcement
4.7m sh

201798.7m shares · US$3.7m market cap

3 Aug
On July 31, 2017 the company extended the maturity of seven notes held by Robert Seeley and Catanga by six months each, and cut the conversion price on all of them to $0.015 per share. A lower conversion price means more shares if the notes are converted, which dilutes existing holders. Separately, Seeley converted his April 8 and April 21, 2016 notes (principal $15,000 plus accrued interest) into 1,280,827 new shares. This resolves those two notes and dilutes other holders. The table also lists a $50,000 Seeley note (May 5, 2016), a $8,000 Seeley note (March 3, 2017) and a $25,000 Catanga note (May 23, 2017) that were not in earlier filings. It shows the June 2017 Catanga note maturing June 15, 2018, whereas the June 2017 filing said January 15, 2018.
capital raising announcement
98.7m shUS$3.7m
1 Mar
U.S. Lithium obtained an option from Diamond Hunter Ltd. to buy 100% of the Gochagar Lake nickel-copper-cobalt claims (four claims, 3,759 hectares, northern Saskatchewan), issuing 8,000,000 shares for the option. To complete, it must spend at least US$50,000 by June 1, 2017 and US$225,000 by July 12, 2018, and the seller keeps a 2% royalty, with a US$1,250,000 right to buy back 1%. The share issue dilutes existing holders.
capital raising announcement
90.7m shUS$4.9m