AMLI American Lithium Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

​​​​Washington, D.C. 20549

FORM 40-F/A
(Amendment No. 1)

☐ Registration statement pursuant to section 12 of the Securities Exchange Act of 1934

☒ Annual report pursuant to section 13(a) or 15(d) of the securities exchange act of 1934

For the fiscal year ended February 29, 2024

Commission File Number 001-40416

American Lithium Corp.

(Exact name of Registrant as specified in its charter)

British Columbia (Province or other jurisdiction of incorporation or organization)

1000 (Primary Standard Industrial Classification Code Number)

Not Applicable (I.R.S. Employer Identification No.)

 

1030 West Georgia St., Suite 710

Vancouver, B.C., Canada V6E 2Y3
(604) 428-6128
(Address and telephone number of Registrant's principal executive offices)

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005
(202) 572-3133
(Name, address (including zip code) and telephone number (including area
code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	AMLI	Nasdaq Capital Market

 

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Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

☒Annual Information Form

☒Audited Annual Financial Statements

Number of outstanding shares of each of the issuer's classes of capital or common stock as of February 29, 2024: 217,555,887 Common Shares, no par value.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☐

No ☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-(b). ☐

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EXPLANATORY NOTE

American Lithium Corp. (the "Company" or "Registrant") is a Canadian public company whose common shares are listed on the TSX Venture Exchange under the symbol "LI" and the Nasdaq Capital Market under the symbol "AMLI". The Company is eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multijurisdictional disclosure system of the Exchange Act. The Company is a "foreign private issuer" as defined in Rule 3b- 4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is filing this Amendment No. 1 to its annual report on Form 40-F, as originally filed on May 30, 2024 (the “Form 40-F”), to file (i) the consents of Valentine Eugene Coetzee and David Alan Thompson, which were previously unavailable, and (ii) Exhibit 101, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language, which was previously unavailalble. This Form 40-F/A speaks as of the orginal time of filing the Form 40-F and does not reflect events that may have occurred subseqent to such filing. No other amendments are being made to the Form 40-F as originally filed.

EXHIBIT INDEX

Exhibit Number	Description
97.1*	Incentive Compensation Recovery Policy
99.1*	Annual Information Form dated May 27, 2024 for the fiscal year ended February 29, 2024
99.2*	Audited Consolidated Financial Statements as at and for the years ended February 29, 2024 and February 28, 2023
99.3*	Management's Discussion and Analysis dated May 27, 2024 for the year ended February 29, 2024
99.4*	Consent of Independent Registered Public Accounting Firm
99.5	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.6	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.7	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.9*	Consent of Qualified Person (John Joseph Riordan)
99.10	Consent of Qualified Person (Valentine Eugene Coetzee)
99.11*	Consent of Qualified Person (Aveshan Naidoo)
99.12*	Consent of Qualified Person (Derek Loveday)
99.13*	Consent of Qualified Person (Mariea Kartick)
99.14*	Consent of Qualified Person (Satjeet Pandher)
99.15*	Consent of Qualified Person (Joan C. Kester)
99.16*	Consent of Qualified Person (Sean Ennis)

 

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99.17*	Consent of Qualified Person (Ted O'Connor)
99.18*	Consent of Qualified Person (Michael Short)
99.19	Consent of Qualified Person (David Alan Thompson)
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Previously filed with the Company's annual report on Form 40-F as filed with the Securities and Exchange Commission on May 30, 2024

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UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

	AMERICAN LITHIUM CORP.
	By:    /s/ Simon Clarke
	Name: Simon Clarke
	Title:  Chief Executive Officer
	Date: May 31, 2024

 

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American Lithium Corp.

Consolidated Financial Statements

For the years ended February 29, 2024 and February 28, 2023

(Expressed in Canadian Dollars)

 

 

 

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American Lithium Corp.

Table of Contents

	Page
Management's Responsibility for Financial Reporting	3
Independent Auditor's Report	4
Consolidated Financial Statements
Consolidated Statements of Financial Position	5
Consolidated Statements of Loss and Comprehensive Loss	6
Consolidated Statements of Cash Flows	7
Consolidated Statements of Changes in Shareholders' Equity	8
Notes to the Consolidated Financial Statements	9

  

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Management's Responsibility for Financial Reporting

The consolidated financial statements of American Lithium Corp. have been prepared by, and are the responsibility of, the Company's management. The consolidated financial statements have been prepared by management on a going concern basis in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. Management acknowledges responsibility for the preparation and presentation of the audited annual consolidated financial statements, including responsibility for significant accounting judgements and estimates and the choice of accounting principles and methods that are appropriate to the Company's circumstances.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the internal control framework set out in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of February 29, 2024.

The Board of Directors is responsible for ensuring management fulfills its financial reporting responsibilities. The Board of Directors carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board of Directors and all of its members are independent directors. The Audit Committee reviews the audited annual consolidated financial statements, the external auditors' report, examines the fees and expenses for audit services, and considers the engagement or reappointment of the external auditors. The Audit Committee reports its findings to the Board of Directors for its consideration when approving the consolidated financial statements for issuance to the public.

"Simon Clarke"		"Philip Gibbs"
Simon Clarke		Philip Gibbs
Chief Executive Officer		Chief Financial Officer

  

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