UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2023
Commission File Number: 001-41579
American Lithium Corp.
(Translation of registrant's name into English)
1030 West Georgia St., Suite 710
Vancouver, BC
Canada V6E 2Y3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒ 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, thereunto duly authorized.
SIGNATURES
Date: December 8, 2023 | American Lithium Corp. (Registrant) /s/ Simon Clarke Simon Clarke Chief Executive Officer & Director |
EXHIBIT INDEX
American Lithium Announces Appointment of New Auditor
VANCOUVER, BRITISH COLUMBIA, December 7, 2023 - American Lithium Corp. ("American Lithium" or the "Company") (TSX-V:LI | Nasdaq:AMLI | Frankfurt:5LA1) is pleased to announce the engagement of Davidson & Company LLP, Chartered Professional Accountants ("Davidson"), as auditor of the Company for the 2024 fiscal year. Davidson is a full-service accounting firm based in Western Canada. It is one of the largest public auditors in Canada with significant experience in the natural resource sector including engagements with numerous mining companies focused on many jurisdictions globally.
To facilitate the engagement, Ernst & Young LLP, Chartered Professional Accountants ("EY"), have resigned as auditor at the request of the Company. At the time of the resignation, there was an unresolved issue outstanding where the Company had agreed to conduct an external review of the veracity of comments made by a third-party. The Company completed this review but, at the date of its resignation, EY had not had an opportunity to perform an analysis of the review. Given timelines ahead of financial year-end reporting, the Company has appointed Davidson, and EY has been authorized to respond fully to any inquiries by Davidson concerning the above matter to assist with the transition.
In accordance with applicable securities laws, the notice of change of auditor, together with the required letters from EY and Davidson, have been reviewed by the Board of Directors of the Company and filed under the profile for the Company on SEDAR+ (www.sedarplus.ca).
About American Lithium
American Lithium is actively engaged in the development of large-scale lithium projects within mining-friendly jurisdictions throughout the Americas. The Company is currently focused on enabling the shift to the new energy paradigm through the continued development of its strategically located TLC lithium project ("TLC") in the richly mineralized Esmeralda lithium district in Nevada, as well as continuing to advance its Falchani lithium ("Falchani") and Macusani uranium ("Macusani") development-stage projects in southeastern Peru. All three projects, TLC, Falchani and Macusani have been through robust preliminary economic assessments, exhibit strong significant expansion potential and enjoy strong community support. Pre-feasibility is advancing well at TLC and Falchani.
For more information, please contact the Company at info@americanlithiumcorp.com or visit our website at www.americanlithiumcorp.com.
Follow us on Facebook, Twitter and LinkedIn.
On behalf of the Board of Directors of American Lithium Corp.
"Simon Clarke"
CEO & Director
Tel: 604 428 6128
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement Regarding Forward Looking Information
This news release contains certain forward-looking information and forward-looking statements (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding the business plans, expectations and objectives of American Lithium. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend", "indicate", "scheduled", "target", "goal", "potential", "subject", "efforts", "option" and similar words, or the negative connotations thereof, referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management and are not, and cannot be, a guarantee of future results or events. Although American Lithium believes that the current opinions and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue reliance should not be placed on forward-looking statements since American Lithium can provide no assurance that such opinions and expectations will prove to be correct. All forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including risks, uncertainties and assumptions related to: American Lithium's ability to achieve its stated goals;, which could have a material adverse impact on many aspects of American Lithium's businesses including but not limited to: the ability to access mineral properties for indeterminate amounts of time, the health of the employees or consultants resulting in delays or diminished capacity, social or political instability in Peru which in turn could impact American Lithium's ability to maintain the continuity of its business operating requirements, may result in the reduced availability or failures of various local administration and critical infrastructure, reduced demand for the American Lithium's potential products, availability of materials, global travel restrictions, and the availability of insurance and the associated costs; the ongoing ability to work cooperatively with stakeholders, including but not limited to local communities and all levels of government; the potential for delays in exploration or development activities; the interpretation of drill results, the geology, grade and continuity of mineral deposits; the possibility that any future exploration, development or mining results will not be consistent with our expectations; risks that permits will not be obtained as planned or delays in obtaining permits; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages, strikes and loss of personnel) or other unanticipated difficulties with or interruptions in exploration and development; risks related to commodity price and foreign exchange rate fluctuations; risks related to foreign operations; the cyclical nature of the industry in which American Lithium operates; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining governmental approvals; risks related to environmental regulation and liability; political and regulatory risks associated with mining and exploration; risks related to the uncertain global economic environment and the effects upon the global market generally, any of which could continue to negatively affect global financial markets, including the trading price of American Lithium's shares and could negatively affect American Lithium's ability to raise capital and may also result in additional and unknown risks or liabilities to American Lithium. Other risks and uncertainties related to prospects, properties and business strategy of American Lithium are identified in the "Risk Factors" section of American Lithium's Management's Discussion and Analysis filed on October 16, 2023, and in recent securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements. American Lithium undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
Recent Drilling at TLC Significantly Expands Higher Grade, Near Surface Lithium
Mineralization
VANCOUVER, BRITISH COLUMBIA, December 8, 2023 - American Lithium Corp. ("American Lithium" or the "Company") (TSX-V:LI | Nasdaq:AMLI | Frankfurt:5LA1) is pleased to announce results from 14 step out drill holes expanding the measured resource footprint at the Tonopah Lithium Project ("TLC"), located near the town of Tonopah, in Nevada. A total of 26 diamond core holes and 16 Reverse Circulation ("RC") holes drilled in 2022 and 2023 will be added to the updated mineral resource block model and incorporated into an updated Mineral Resource Estimate ("MRE") on TLC.
The Company also announces it has commenced early work which will be used to support mine permitting applications following the completion of the pre-feasibility and associated study in H2, 2024. It has appointed SRK Consulting (U.S.) Inc. of Elko, Nevada to coordinate the preparation of a mine plan of Operations with the BLM. Additionally, the Company has selected Nexus Environmental Consultants Inc. of Reno, Nevada to perform biological baseline studies in support of the Mine Plan of Operations application.
TLC Drilling Highlights
Simon Clarke, CEO of American Lithium, states, "We continue to make excellent progress at TLC. Drill results from the remainder of our 2022 program and our expansion drilling in 2023 should add significantly to the very large existing Measured & Indicated Resource. In addition, the thick, shallow higher-grade sections added should further enhance robust project economics and will be reflected in an updated TLC mine plan in the PFS. Our confidence in the Project continues to grow and we have now launched work with SRK and Nexus which will feed into and help us fast-track the mine permitting process following completion of the PFS is in 2024."
TLC Select Drill Hole - Details
RC drill holes:
Diamond drill holes:
Link 1 - PDF Figures
Link 2 - PDF Drill Hole Table
Figure 1 - TLC Project Drill Hole Location Map - Select Holes with Mineral Resource Estimate Footprint
Tables of Select Diamond and RC Drill Hole Results
TLC-2240 - vertical RC |
From (feet) |
To (feet) |
Thickness |
From (m) |
To (m) |
Thickness |
Li (ppm) |
|
25 |
195 |
170 |
7.6 |
59.4 |
51.8 |
1027 |
including |
30 |
145 |
115 |
9.1 |
44.2 |
35.1 |
1173 |
Maximum |
75 |
80 |
5 |
|
|
|
1871 |
TLC-2241- vertical RC 370' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
40 |
210 |
170 |
12.2 |
64.0 |
51.8 |
1080 |
including |
40 |
160 |
120 |
12.2 |
48.8 |
36.6 |
1190 |
Maximum |
95 |
100 |
|
|
|
|
1915 |
TLC-2242 - vertical RC 370' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
10 |
275 |
265 |
3.0 |
83.8 |
80.8 |
1090 |
including |
140 |
260 |
120 |
42.7 |
79.3 |
36.6 |
1286 |
Maximum |
145 |
150 |
5 |
|
|
|
2008 |
TLC-2318C - vertical Diamond 317' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
23 |
170 |
147 |
7.0 |
51.8 |
44.8 |
1007 |
including |
48 |
135 |
87 |
14.6 |
41.1 |
26.5 |
1255 |
Maximum |
72 |
75 |
3 |
|
|
|
2063 |
TLC-2320C - vertical Diamond 608' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
240 |
328 |
88 |
73.2 |
100.0 |
26.8 |
921 |
including |
293 |
328 |
35 |
89.3 |
100.0 |
10.7 |
1163 |
Maximum |
303 |
308 |
5 |
|
|
|
1590 |
TLC-2321C vertical Diamond 453' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
89 |
356 |
267 |
27.1 |
108.5 |
81.4 |
1135 |
including |
143 |
341 |
198 |
43.6 |
103.9 |
60.3 |
1268 |
Maximum |
253 |
258 |
5 |
|
|
|
2177 |
TLC-2333C - vertical Diamond 316' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
5 |
126 |
121 |
1.5 |
38.4 |
36.9 |
774 |
including |
86 |
126 |
40 |
26.2 |
38.4 |
12.2 |
1184 |
Maximum |
106 |
111 |
5 |
|
|
|
1532 |
TLC-2228C - vertical Diamond 418' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
22 |
82 |
60 |
6.7 |
25.0 |
18.3 |
961 |
|
172 |
392 |
220 |
52.4 |
119.5 |
67.1 |
1422 |
Maximum |
317 |
322 |
5 |
|
|
|
2266 |
|
|
|
|
|
|
|
|
TLC-2222C - vertical Diamond 316' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
56 |
296 |
240 |
17.1 |
90.2 |
73.1 |
1148 |
including |
116 |
296 |
180 |
35.3 |
90.2 |
54.9 |
1311 |
Maximum |
266 |
271 |
5 |
|
|
|
1981 |
TLC-2220C - vertical Diamond 315' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
18 |
98 |
80 |
|
|
|
997 |
Maximum |
88 |
93 |
5 |
|
|
|
1650 |
TLC-2221C - vertical Diamond 504' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
373 |
489 |
116 |
|
|
|
1014 |
including |
413 |
489 |
76 |
|
|
|
1262 |
Maximum |
478 |
483 |
5 |
|
|
|
1843 |
TLC-2218C - vertical Diamond 317' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
226 |
308 |
82 |
|
|
|
924 |
including |
276 |
283 |
57 |
|
|
|
1022 |
Maximum |
226 |
232 |
6 |
|
|
|
1239 |
TLC-2219C - vertical Diamond 340' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
73 |
258 |
185 |
|
|
|
890 |
including |
148 |
218 |
70 |
|
|
|
1191 |
Maximum |
153 |
158 |
5 |
|
|
|
1380 |
TLC-2213C - vertical Diamond 303' total depth |
From (feet) |
To (feet) |
Thickness (feet) |
From (m) |
To (m) |
Thickness (m) |
Li (ppm) |
|
112 |
222 |
110 |
|
|
|
847 |
Maximum |
217 |
222 |
5 |
|
|
|
1088 |
Quality Assurance, Quality Control and Data Verification
2022 Diamond drilling was conducted by First Drilling of Montrose, Colorado, and 2023 diamond drilling was completed by IG Drilling of Spanish Fork, Utah using large diameter, PQ-size and HQ-size drilling entirely vertical holes. Drill core samples are nominally 5-foot (1.53 m) and are cut longitudinally, and one half is cut a second time longitudinally with a diamond saw with one-quarter of the core placed in sealed bags and shipped to analytical laboratories.
RC drilling is being conducted by Harris Exploration Drilling and Associates Inc., of Fallon, Nevada with 5.5-inch diameter face centred bit on vertical drill holes. Sampling was conducted using a riffle splitter or a cyclone splitter depending on the moisture content of the sampled material. Sampling was conducted over 5-foot (1.52m) intervals with individual samples placed in sealed bags and transported to the respective analytical labs.
Samples were shipped to either American Assay Laboratories (AAL) in Sparks, Nevada for sample preparation, processing using 5-acid digest and ICP-MS multi-element analysis. Pulps and rejects are returned and retained by the Company. AAL is an ISO 9000 certified assay laboratory. The QA/QC program includes a comprehensive analytical quality assurance and control routine comprising the systematic use of Company inserted standards, blanks and field duplicate samples, internal laboratory standards and has also included check analyses at other accredited laboratories. Downhole thicknesses for vertical drill holes are considered accurate true thickness intersections for the essentially flat-lying, to gently dipping TLC host stratigraphy.
Qualified Person
Mr. Ted O'Connor, P.Geo., Executive Vice President of American Lithium, and a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this news release.
About American Lithium
American Lithium is actively engaged in the development of large-scale lithium projects within mining-friendly jurisdictions throughout the Americas. The Company is currently focused on enabling the shift to the new energy paradigm through the continued development of its strategically located TLC lithium project ("TLC") in the richly mineralized Esmeralda lithium district in Nevada, as well as continuing to advance its Falchani lithium ("Falchani") and Macusani uranium ("Macusani") development-stage projects in southeastern Peru. All three projects, TLC, Falchani and Macusani have been through robust preliminary economic assessments, exhibit strong significant expansion potential and enjoy strong community support. Pre-feasibility is advancing well TLC and Falchani.
For more information, please contact the Company at info@americanlithiumcorp.com or visit our website at www.americanlithiumcorp.com
Follow us on Facebook, Twitter and LinkedIn.
On behalf of the Board of Directors of American Lithium Corp.
"Simon Clarke"
CEO & Director
Tel: 604 428 6128
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement Regarding Forward Looking Information
This news release contains certain forward-looking information and forward-looking statements (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding the business plans, expectations and objectives of American Lithium. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend", "indicate", "scheduled", "target", "goal", "potential", "subject", "efforts", "option" and similar words, or the negative connotations thereof, referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management and are not, and cannot be, a guarantee of future results or events. Although American Lithium believes that the current opinions and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue reliance should not be placed on forward-looking statements since American Lithium can provide no assurance that such opinions and expectations will prove to be correct. All forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including risks, uncertainties and assumptions related to: American Lithium's ability to achieve its stated goals;, which could have a material adverse impact on many aspects of American Lithium's businesses including but not limited to: the ability to access mineral properties for indeterminate amounts of time, the health of the employees or consultants resulting in delays or diminished capacity, social or political instability in Peru which in turn could impact American Lithium's ability to maintain the continuity of its business operating requirements, may result in the reduced availability or failures of various local administration and critical infrastructure, reduced demand for the American Lithium's potential products, availability of materials, global travel restrictions, and the availability of insurance and the associated costs; the ongoing ability to work cooperatively with stakeholders, including but not limited to local communities and all levels of government; the potential for delays in exploration or development activities; the interpretation of drill results, the geology, grade and continuity of mineral deposits; the possibility that any future exploration, development or mining results will not be consistent with our expectations; risks that permits will not be obtained as planned or delays in obtaining permits; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages, strikes and loss of personnel) or other unanticipated difficulties with or interruptions in exploration and development; risks related to commodity price and foreign exchange rate fluctuations; risks related to foreign operations; the cyclical nature of the industry in which American Lithium operates; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining governmental approvals; risks related to environmental regulation and liability; political and regulatory risks associated with mining and exploration; risks related to the uncertain global economic environment and the effects upon the global market generally, any of which could continue to negatively affect global financial markets, including the trading price of American Lithium's shares and could negatively affect American Lithium's ability to raise capital and may also result in additional and unknown risks or liabilities to American Lithium. Other risks and uncertainties related to prospects, properties and business strategy of American Lithium are identified in the "Risk Factors" section of American Lithium's Management's Discussion and Analysis filed on October 16, 2023, and in recent securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements. American Lithium undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
AMERICAN LITHIUM CORP.
Suite 710, 1030 West Georgia Street
Vancouver, British Columbia, V6E 2Y3
December 7, 2023
British Columbia Securities Commission
Alberta Securities Commission
Dear Sirs/Mesdames:
Re: Notice of Change of Auditors
In accordance with National Instrument 51-102, American Lithium Corp. (the "Corporation") hereby gives notice that:
1. Ernst & Young LLP, Chartered Professional Accountants ("EY") have resigned as Auditors of the Corporation effective immediately, to facilitate the appointment of Davidson & Company LLP, Chartered Professional Accountants ("Davidson").
2. EY has not issued any modified opinions on the annual financial statements of the Corporation for the two fiscal years preceding the date of this Notice nor for any subsequent period preceding the date of this Notice;
3. The Corporation's Board of Directors have accepted EY's resignation as the Corporation's auditors and approved the proposal to change auditors; and
4. There is a reportable event with respect to an unresolved issue (as such terms are defined in NI 51-102) preceding the resignation. EY requested the Corporation conduct a review of the veracity of comments made by a third-party. The Corporation has discussed the request with EY and completed this review but, as of the date of this Notice, EY has not had an opportunity to complete an analysis of this review. The Corporation has authorized EY to respond fully to inquiries by Davidson concerning the issue.
Respectfully,
AMERICAN LITHIUM CORP.
/s/ "Simon Clarke"
_____________________________________
Simon Clarke, Chief Executive Officer
December 7, 2023
British Columbia Securities Commission | Alberta Securities Commission |
Dear Sirs / Mesdames:
Re: American Lithium Corp. (the "Company")
Notice Pursuant to NI 51-102 - Change of Auditor
As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated December 7, 2023, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
/s/ Davidson & Company LLP
DAVIDSON & COMPANY LLP
Chartered Professional Accountants
cc: TSX Venture Exchange
December 7, 2023
British Columbia Securities Commission
Alberta Securities Commission
Dear Sirs/Mesdames:
Re: American Lithium Corp.
Change of Auditor Notice dated 2023/12/07
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours very truly,
/s/ Ernst & Young LLP
Chartered Professional Accountants
cc: The Board of Directors, American Lithium Corp.
A member firm of Ernst & Young Global Limited