AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
Offering Circular Dated: February 19, 2026
American Lithium Minerals, Inc
Maximum
Total Offering $20,000,000
Up to $8,000,000 of Offering Amount Available in Units (80,000,000 Units)
Up to $12,000,000 of Offering Amount Available in Shares Upon
Exercise of Warrants (120,000,000 Shares)
Each Unit Includes 1 Share of Common Stock, plus 1 Warrant to Purchase 1.5 Shares of Common Stock. The Warrant will be exercisable at $0.10 per share until expiration at 12/31/2028.
American Lithium Minerals, Inc (the “Company”) is offering the following securities on a “best efforts” basis:
All of the securities made available in this Offering shall be called the Offering Securities.” Since there is no minimum amount of securities that must be purchased, all investor funds will be available to the company (and selling security holders as applicable) upon commencement of this Offering and no investor funds will be returned if an insufficient number of securities are sold to cover the expenses of this Offering and provide net proceeds to the company.
The minimum
purchase requirement per investor is $1,000; however, the Company can waive the minimum requirement on a case-by-case basis in its sole
discretion. The Company expects to commence the sale of the Offered Securities as of the date on which the Offering Statement (“Offering
Statement”) of which this Offering Circular is a part, is qualified by the United States Securities and Exchange Commission (the
“SEC”).
| 1 |
At the time
of this Offering, the Company’s stock trades under the symbol AMLM on the OTC market.
A maximum of $20,000,000 of Offered
Securities will be offered worldwide. No sales of Offered Securities or Selling Securities Holder Securities will be made anywhere in
the world prior to the qualification of the Offering Statement by the SEC in the United States. All Offered Securities will be initially
offered in the jurisdiction at the same U.S. dollar price that is set forth in this Offering Circular.
| Price to Public | Underwriting Discount and Commissions (1) |
Proceeds
to Issuer |
Proceeds
to Other Persons | |
| Per Unit | $0.10 | $0.00 | $0.10 | $0.00 |
| Per Share Upon Warrant Exercise | $0.10 | $0.00 | $0.10 | $0.00 |
(1) We are not currently using commissioned sales agents or underwriters.
These are speculative securities. Investing in our securities involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 7.
The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt from registration.
| 2 |
TABLE OF CONTENTS
| Item 1. Cover Page of Offering Circular | 1 | |
| Item 2. Table of Contents | 2 | |
| Item 3. Summary and Risk Factors | 5 | |
| Item 4. Dilution | 10 | |
| Item 5. Plan of Distribution and Selling Security Holders | 12 | |
| Item 6. Use of Proceeds to Issuer | 13 | |
| Item 7. Description of Business | 15 | |
| Item 8. Description of Property | 13 | |
| Item 9. Management's Discussion and Analysis of Financial Condition | 14 | |
| Item 10. Directors, Executive Officers and Significant Employees | 15 | |
| Item 11. Compensation on Directors and Executive Officers | 16 | |
| Item 12. Security Ownership of Management and Certain Securityholders | 17 | |
| Item 13. Interest of Management and Others in Certain Transactions | 18 | |
| Item 14. Securities Being Offered | 19 | |
| Item 15. Financial Statements | F-1 | |
| EXHIBITS | ||
| Item 16. Index To Exhibits | 25 | |
| Item 17. Exhibit Description | 25 | |
| SIGNATURES | 26 | |
| 3 |
THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKANG STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
| 4 |
OFFERING CIRCULAR SUMMARY
The following summary highlights selected information contained in this Offering Circular. This summary does not contain all the information that may be important to you. You should read this entire Offering Circular carefully, including the sections titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statement and the related notes included elsewhere in this Offering Circular, before making an investment decision. Unless the context otherwise requires, the terms “American Lithium Minerals, Inc”, “the Company,” “Se,” “us” and “our” in this Offering Circular refer to American Lithium Minerals, Inc.
OUR COMPANY
American Lithium Minerals, Inc is a United States company. American Lithium Minerals explores for lithium in Nevada. It intends to expand its exploration and acquisition for mineral properties worldwide. It is also developing the use of Real World Asset Tokens to provide capital for mining. Its current project is the Sarcobatus Lithium property comprised of 1,780 acres of mining claims in Central Nevada. American Lithium Minerals, Inc. was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals.
THE OFFERING
| Issuer | American Lithium Minerals, Inc |
| Securities Offered: | Investors in this Offering will have the opportunity to purchase the following securities.
|
| Common
Stock Outstanding Before the Offering: |
68,717,592 Common Shares |
| Common
Stock Outstanding After the Offering: |
268,717,592.00 Common Shares |
| Minimum
number of Securities to be sold in this Offering: |
No minimum number of securities to be sold in this offering |
| Market for the Common Securities: | The Company’s stock currently trades under the symbol AMLM on OTC. |
| Term of Offering: | The Company is offering its securities directly to the public on a best-efforts basis |
| 5 |
| Use of proceeds: | Proceeds
from the sales of Units or from the exercise of Warrants within the Units into Common Stock included in this Offering will be used
as set forth below: The Company intends to use the net proceeds from the Units sold within this offering, estimated at approximately $20,000,000, primarily to advance its strategic growth initiatives and strengthen its financial position. Of this amount, approximately $14,000,000 is expected to be allocated toward the acquisition of additional lithium and mineral projects, supporting the Company’s goal of expanding its property portfolio and identifying high-potential exploration opportunities. An additional $4,000,000 is designated for general working capital purposes, providing the flexibility to fund operational expenses, administrative costs, and early-stage project evaluation activities. The remaining $2,000,000 of the proceeds will be applied to project underwriting. Management believes that this allocation of funds will enable the Company to achieve key near-term milestones, including expansion of its asset base and advancement of its business strategy, while maintaining sufficient liquidity to support ongoing operations. |
| Risk factors: | Investing
in our securities involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this Offering Circular. |
| 6 |
RISK FACTORS
An investment in our securities involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular, before purchasing our securities in this offering. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we are unaware of may also become important factors that adversely affect our business. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.
We may not successfully execute our business plan to generate revenue and create a sustainable growth trajectory
We have not generated significant revenues to date. Our ability to generate revenue and grow our revenue will depend, in part, on our ability to execute on our business plan, and expand our client base and business model in a timely manner. We may fail to do so. A variety of factors outside of our control could affect our ability to generate revenue and our revenue growth.
We may encounter unanticipated obstacles in the execution of our business plan
The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.
We may experience quarterly fluctuations in our operating results due to a number of factors which make our future results difficult to predict and could cause our operating results to fall below expectations
Our quarterly operating results may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Factors that may affect our quarterly results include but not limited to: operating costs, our ability to hire, train and retain key personnel, developing new products/services and expanding new market. Based upon all the factors described above, we have a limited ability to forecast our future revenue, costs and expenses, and as a result, our operating results may fall below our estimates from time to time.
Our operation depends significantly on key personnel and management
The Company’s success will be particularly dependent upon our executive management. Our dependence upon key personnel to operate our business puts us at risk of a loss of expertise if they leave us. If we are not able to retain the existing highly qualified management, we may not be able to successfully execute our business strategy. Effective management of targeted growth shall require expanding the company’s management and financial controls, hiring additional appropriate personnel.
We may continue to be controlled by a small number of securities holders with interests that differ from other securities holders
As of the date of this Offering Circular, the majority of equity in the company is held by a relatively small group of people. Ownership by managers, officers, and/or directors pre offering is 15% of the company. Therefore, the current managers, officers and/or directors, by nature of their ownership, now and potentially in the future could be in a position to control American Lithium Minerals, Inc’s business and affairs including certain significant corporate actions. Their interests may differ from the interests of other shareholders.
| 7 |
We will likely face significant competition
We will compete with other large well-established companies with greater financial resources and well-established marketing and sales teams to promote business and drive sales. With technology and compliance costs on the rise, running any type of business similar to ours is very costly. The competition may prevent the Company from effectively becoming engaged in certain markets.
Market risks and general economic conditions might cause significant risks and uncertainties
The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. The management believes that certain catalysts such as economic slowdowns, uncertain energy prices, and/or accelerating inflation could hurt the Company’s prospects. A global economic slowdown will create further obstacles for our Company.
We may not raise sufficient funds to execute our business model
If the gross offering proceeds of $20,000,000 is realized, the Company believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s business plans. If only a fraction of this Offering is sold, or if certain assumptions contained in management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and may need additional financing or other capital investment to fully implement the Company’s business plans.
We may encounter risks associated with our expansion
As we expand, we will likely need to reconstruct our financial allocations, and potential divert funds from our core business. Any errors or lapses in this process could adversely affect our position in the market. All of the risks associated with the expansion of operations may be have an adverse effect on the company’s present and prospective business activities.
Compliance with current and future regulations could affect our business
Our industry is subject to a vast array of rules and regulations from a wide variety of regulatory agencies, and they apply not only to the Company but also the companies with which we do business. Failure to comply with applicable laws and regulations could harm our business and financial results. In addition to potential damage to our reputation and our clients’ confidence, failure to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements. Additionally, future changes to laws or regulations, or the cost of complying with such laws, regulations or requirements, could also adversely affect our business and results of operations.
We may encounter certain risks associated with website security
Protecting of customers’ information is a key responsibility of the Company. We have been dedicated to constantly improve our website security to address the protection of our customers’ information and records. This includes protecting against any possible threats or hazards to the security as well as against any unauthorized access to our customers’ information. Any breach in the Company’s website security, whether international or unintentional, could cause our customers to lose their confidence in our website and hurt our company’s reputation. Additionally, breaches of our users’ personal information could lend to regulatory fines for noncompliance or even possible lawsuit.
| 8 |
As we do not have an escrow or trust account with this subscription, if we file for or are forced into bankruptcy protection, investors will lose their entire investment.
Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.
There is limited liquidity in the public market for our securities
Our shares currently trade in the Over The Counter Market and not on a major exchange. As a result, there is limited liquidity in the second market for our shares. At any time, there may cease to be any buyers for our shares in the second market. It can be difficult for prospective purchasers of our shares to invest in the second market due to broker dealer restrictions and investor suitability requirements. Our goal is to eventually qualify to have our shares traded on the NYSE or NASDAQ, but there can be no guarantee of this occurring.
In the event
that our shares remail publicly traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”,
which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities
and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any
equity security that has a market price of less than $5.00 per share, subject to certain exceptions.
Depending on market fluctuations, our Common Stock could be considered a “penny stock”. A penny stock is subject to rules
that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers
and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for
the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict
the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our Common Stock
to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that
you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume.
Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.
We have established no minimum offering of our securities
Because there is no minimum offering of our securities, purchasers in this offering may be one of a few to purchase our securities and management’s plans for the offering proceeds may not bd met in which case the purchasers may lose their entire investment.
We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which you can make a gain on any investment in the Company
We do not intend to pay any dividends for the foreseeable future. Further, to the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our Common Stock.
| 9 |
We expect to encounter specific industry risks
American
Lithium Minerals operates in a sector characterized by significant volatility, uncertainty, and long project development timelines, which
present substantial risks to investors. The lithium market is subject to pronounced price cycles driven by shifts in electric vehicle
and energy storage demand, changes in government policies, and periods of oversupply or deficit, any of which can negatively affect project
economics, profitability, and asset valuations. In addition, the Company may face challenges in securing sufficient capital on acceptable
terms to fund exploration, development, and potential production activities, particularly in an environment where large upfront capital
expenditures, rising operating costs, and investor scrutiny of returns can constrain access to equity and debt financing.
The lithium industry is also exposed to heightened environmental, social, and regulatory risks, including increasing scrutiny of water
usage, waste management, land disturbance, and impacts on local communities and ecosystems in areas where lithium is extracted. Stricter
environmental regulations, prolonged permitting processes, or community opposition could delay, restrict, or increase the cost of the
Company’s projects, or in some cases prevent development altogether. Moreover, lithium supply chains and refining capacity are
highly concentrated in a limited number of countries, creating geopolitical, trade, and logistics risks that could disrupt access to
processing, affect input costs, or limit the Company’s ability to bring products to market on competitive terms.
We expect to encounter specific risks related to our position in the market
American
Lithium Minerals is subject to significant capital availability and financing risks that may adversely affect its business, prospects,
and ability to execute its strategy. As an early-stage company focused on mineral and lithium-related assets, the Company will likely
require substantial additional capital over time to fund project acquisitions, exploration, permitting, and potential development activities,
and there is no assurance that such capital will be available on favorable terms or at all. If equity or debt financing cannot be obtained
when needed, the Company may be forced to delay, scale back, or abandon planned projects, sell assets at unattractive prices, or accept
highly dilutive or costly financing structures, any of which could materially impact shareholder value.
In addition, the Company faces risks associated with limited or non-existent current revenues, reliance on external financing to fund
operations, and potential cost escalations related to exploration, regulatory compliance, and professional and administrative expenses.
The Company may also encounter risks related to competition for attractive lithium and mineral properties, dependence on key personnel,
and exposure to adverse changes in market conditions for lithium and other minerals, including price volatility and changing demand dynamics.
These factors, individually or in combination, could impair the Company’s ability to achieve its business objectives, maintain
adequate liquidity, or continue as a going concern.
DILUTION
The price of the current offering is set as follows:
If you
invest in our securities, your interest will be diluted.
Dilution represents the difference between the offering price and the
net tangible book value per Common Shares immediately after completion of this offering. Net tangible book value is the amount that results
from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of the Company’s
arbitrary determination of the offering price of the Units being offered. Dilution of the value of the securities you purchase is
also a result of the lower book value of the Common Shares held by our existing securities holders.
| 10 |
American Lithium Minerals, Inc has 68,717,592 Common Shares outstanding as of 11/23/2025. The following table demonstrates the dilution that new investors will experience relative to the company’s net tangible book value of $2,161,366 based on 68,717,592 Common Shares as of 01/20/2026.
The table represents three scenarios: $5,000,000 raised from this offering, $20,000,000 raised from this offering and a fully subscribed $20,000,000 raised from this offering. This table assumes that in each scenario the same percentage of securities being made available directly from the issuer as those securities being offered by existing securities holders are sold relative to the overall number of securities being made available in each of these respective groups.
Dilution Per Share
*The table below assumes that the Warrants included with the Units have no independent market value as of the date of this Offering. It also assumes that at each dilution level, the warrants within each unit have been exercised and the underlying common shares included within this Offering have been issued.
| If 25% of Securities Sold | If 50% of Securities Sold | If 100% of Securities Sold | ||||||||||
| Average Price Per Newly Issued Common Share in this Offering | $ | 0.10 | $ | 0.10 | $ | 0.10 | ||||||
| Book Value Per Common Share Before Offering | $ | 0.031 | $ | 0.031 | $ | 0.031 | ||||||
| Book Value Per Common Share After Offering | $ | 0.039 | $ | 0.042 | $ | 0.045 | ||||||
| Increase (Decrease) in Book Value Per Common Share | $ | 0.007 | $ | 0.010 | $ | 0.013 | ||||||
| Dilution Per Common Share to New Investors | $ | 0.011 | $ | 0.008 | $ | 0.005 | ||||||
| Dilution Per Common Share by Percentage | 22.00 | % | 16.00 | % | 10.00 | % | ||||||
The following table summarizes the difference between the existing securities holders and the new investors with respect to the number of Common Shares of common stock purchased, the total consideration paid, and the average price per share paid, if maximum offering price of reached.
Average Price Per Common Shares
| Common Shares Issued | Total Consideration | |||||||||||||||||||
| Number of Common Shares | Percent | Amount | Percent | Average Price Per Share | ||||||||||||||||
| Existing Shareholders | 68,717,592 | 25.57 | % | $ | 16,764,788 | 63 | % | $ | 0.24 | |||||||||||
| New Investors | 200,000,000 | 74.43 | % | $ | 20,000,000 | 37 | % | $ | 0.10 | |||||||||||
| TOTAL | 268,717,592 | 100 | % | $ | 36,764,788 | 100 | % | $ | 0.14 | |||||||||||
| 11 |
PLAN DISTRIBUTION AND SELLING SECURITY HOLDERS
We are offering the following securities:
All of the above securities are being offered on a “best efforts” basis.
Further, the collective securities mentioned are being offered directly by the Company to investors who meet the suitability standards set forth herein and on the terms and conditions set forth in this Offering Circular. All subscribers will be instructed by the company or its agents to transfer funds by wire or ACH transfer directly to the company account established for this Offering or deliver checks made payable to American Lithium Minerals, Inc
The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date at which the offering is terminated by us in our sole discretion, but in no event for more than one year from the date that the Offering is qualified with SEC. We may undertake one of more closings on a “rolling” basis. After each closing, funds tendered by investors will be available to the Company. Upon closing, funds tendered by investors will be made available to us for our use.
We will use our existing website, www.americanmineralresources.com, to provide notification of the Offering. Persons who desire information may be directed to a website owned and operated by an unaffiliated third party (www.glassboxlaw.com) that provides technology support to issuers engaging in Regulation A offerings.
No dividends to purchasers of our offered securities are assured, nor are any returns on, or of, a purchaser’s investment guaranteed. Dividends are subject to our ability to generate positive cash flow from operations. All dividends are further subject to the discretion of our board of directors. It is possible that we may have cash available for dividends, but our board of directors could determine that the reservation, and not distribution, of such cash by our Company would be in our best interest.
You will be required to complete a subscription agreement in order to invest. We may be required to rely on pursuing private financing options in order to continue operations if it takes some time for us to raise funds in this offering
SELLING SECURITY HOLDERS
The table below represents all of the Officers, Directors and 5%+ Owners of the Company that have included Units for sale in this Offering.
| 12 |
| Security Holder Name | Type and Class of Securities Held | Total Number of Securities Held Pre-Offering | Total Securities Included for Sale in This Offering | Total Securities Held Post-Offering If All Available Securities Are Sold | Total Value of Securities Included in Offering | Total Number of Securities Acquirable In Class | ||||||||||||||||
| none | none | 0 | 0 | 0 | $ | 0 | 0 | |||||||||||||||
Total Securities Being Offered by the Selling Security Holders designated above in This Offering: 0 Common Shares
Percentage of Pre-Offering Securities Being Offered by Selling Securities Holders in This Offering: NA
USE OF PROCEEDS TO ISSUER
The Company estimates that the net proceeds after all offering expenses will be approximately $20,000,000 if:
General Proposed Use of Funds:
The Company
intends to use the net proceeds from this offering, estimated at approximately $20,000,000, primarily to advance its strategic growth
initiatives and strengthen its financial position. Of this amount, approximately $14,000,000 is expected to be allocated toward the acquisition
of additional lithium and mineral projects, supporting the Company’s goal of expanding its property portfolio and identifying high-potential
exploration opportunities. An additional $4,000,000 is designated for general working capital purposes, providing the flexibility to
fund operational expenses, administrative costs, and early-stage project evaluation activities.
The remaining $2,000,000 of the proceeds will be applied to project underwriting. Management believes that this allocation of funds will
enable the Company to achieve key near-term milestones, including expansion of its asset base and advancement of its business strategy,
while maintaining sufficient liquidity to support ongoing operations.
Objectives Targeted:
The primary
objective of American Lithium Minerals in its proposed use of funds is to advance the Company’s strategic growth through the expansion
of its asset base and the strengthening of its financial foundation. By allocating a significant portion of the offering proceeds toward
project acquisitions, the Company seeks to identify and secure additional lithium and mineral properties that have the potential to enhance
long-term resource development opportunities. These acquisitions are intended to position the Company competitively within the growing
lithium sector, where demand for battery-grade materials continues to increase.
| 13 |
In addition, the allocation of funds to working capital and underwriting costs is designed to ensure that the Company remains adequately
financed to support ongoing operations, fulfill regulatory and corporate obligations, and pursue early-stage exploration and evaluation
activities. Overall, the objective is to build a diversified portfolio of high-quality mineral assets while maintaining the operational
flexibility needed to execute the Company’s business plan effectively and create long-term value for shareholders.
Targeted Impact on Profitability and/or Enterprise Value:
The funds
sought through this offering are intended to enhance American Lithium Minerals’ profitability and enterprise value by expanding
its portfolio of lithium and mineral assets and advancing projects with near-term revenue potential. By allocating a significant portion
of the proceeds toward acquiring high-quality exploration and income-generating properties, the Company expects to strengthen its resource
base and create opportunities for future production or strategic partnerships. These acquisitions are expected to increase the Company’s
asset value, improve its market position within the lithium supply chain, and support long-term revenue growth.
Additionally, a portion of the proceeds dedicated to working capital will provide the Company with the financial flexibility necessary
to advance early-stage exploration, conduct feasibility studies, and manage corporate operations efficiently. Together, these planned
uses of funds are designed to support the Company’s transition from an early-stage exploration enterprise toward a revenue-generating
and value-building organization, thereby increasing both profitability prospects and overall enterprise valuation.
The distribution of our use of net proceeds is listed as follows if the maximum offering amount is raised,
| USE NAMES | If 100% of Units Sold | Percentage | ||||||
| Project Acquisitions | $ | 14,000,000 | 70.00 | % | ||||
| Project Underwriting | $ | 2,000,000 | 10.00 | % | ||||
| Capital Expenditures | $ | 0 | 0.00 | % | ||||
| Research & Development | $ | 0 | 0.00 | % | ||||
| Payment of Prior Debts | $ | 0 | 0.00 | % | ||||
| Working Capital | $ | 4,000,000 | 20.00 | % | ||||
| TOTAL | $ | 20,000,000 | 100 | % | ||||
1 See the accompanying notes to the Use of Proceeds Table.
Notes to the Use of Proceeds Table
1. The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another category, and we will have broad discretion in doing so. Pending these uses, we may invest the net proceeds of this offering in short-term, interest-bearing securities.
| 14 |
2. The Company, without limitation, may hold cash or invest in cash equivalents for short-term investments. Among the cash equivalents in which the Company may invest are: (i) obligations of the U.S. Government, its agencies or instrumentalities or governmental agencies of other developed nations; (ii) commercial paper; and (iii) repurchase agreements, money market mutual funds, any certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation or other similar banks.
3. While not presently contemplated, the Company may also enter into repurchase and reverse repurchase agreements involving any preceding instruments, as well as invest in money market mutual funds.
4. The Company also expects to use the net proceeds from this Offering for working capital, capital expenditures, the repayment of outstanding debt, estimated memorandum and/or offing portal preparation, filing, printing, legal, accounting and other fees and expenses related to the Offering, marketing, sales and product development.
5. No amount of the proceeds are currently assigned to acquire assets outside of the ordinary course of business; however, asset acquisition is planned as part of our growth strategy. If we acquire assets in the future, we may use a material amount of the proceeds for the acquisition.
DESCRIPTION OF BUSINESS
Overview
American Lithium Minerals, Inc was incorporated in the State of Nevada on 03/10/2005 as a c-corporation. American Lithium Minerals explores for lithium in Nevada. It intends to expand its exploration and acquisition for mineral properties worldwide. It is also developing the use of Real World Asset Tokens to provide capital for mining. Its current project is the Sarcobatus Lithium property comprised of 1,780 acres of mining claims in Central Nevada. American Lithium Minerals, Inc. was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals.
Business Lines
American Lithium Minerals explores for lithium in Nevada. It intends to expand its exploration and acquisition for mineral properties worldwide. It is also developing the use of Real World Asset Tokens to provide capital for mining. Its current project is the Sarcobatus Lithium property comprised of 1,780 acres of mining claims in Central Nevada. American Lithium Minerals, Inc. was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals.
Development History & Primary Products/Services
American Lithium Minerals explores for lithium in Nevada. Its current project is the Sarcobatus Lithium property comprised of 1,780 acres of mining claims in Central Nevada. American Lithium Minerals, Inc. was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals. The Company intends to expand its exploration and acquisition for mineral properties worldwide.
Prior Financial Impairment
NA
Prior Restructuring and/or Major Asset Sales
NA
| 15 |
Potential Changes to Special Characteristics
American Mineral Resources (OTC: AMLM) is a dynamic holding entity focused on consolidating in-ground mining assets and innovating through blockchain technology. Our strategy centers on acquiring undervalued projects in gold and other metals, while introducing an RWA token suite for enhanced investor access and asset liquidity.
Marketing and Sales Strategies
Our long-term
vision is clear:
to create an interoperable ecosystem where every asset — from a Nevada gold vein to a lithium deposit — can be securely acquired,
transparently tokenized, and efficiently traded.
By merging the credibility of public markets with the agility of blockchain infrastructure, AMR stands at the frontier of a new financial
paradigm — one rooted in real value, sustainability, and innovation.
Industry Analysis and Trends
The company is tapping into a demand for critical minerals and intends to develop a portfolio of assets in gold, lithium and rare earth elements.
The Competition
There are companies that have portfolios in minerals but AMLM is unique in developing a portfolio that will be backed by RWA tokens.
Company Management and Employees
Senior Management
At the present time, the individuals below are actively involved in the management of the Company.
(i) Frank Kristan, CEO whose key responsibilities are making major corporate decisions, managing the overall operations of our company, creating and implementing strategies to grow the business and communicating between the corporate operations.
(ii) Frank Kristan, CFO whose key responsibilities are overseeing our company’s financial condition and capital structure, and presenting and reporting financial information, and implementing the company’s financial forecasting.
(iii) Frank Kristan, COO whose key responsibilities are managing operational issues within the organization to make sure that our company as well as our employees are complying with regulatory requirements and internal policies and procedures.
Employees
As of the date of publication of this offering Circular, our company had 1 full time employees and 1 part time employees. From time to time we have other part time employees. Our company believes that its relationship with its employees is good. Over the next couple years, we are planning to recruit more high-qualified candidates to meet the needs to our business expansion, and we have access to a large pool of qualified candidates.
| 16 |
Government Regulation
We are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our products and services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.
Intellectual Property
We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name, products, services or website. We do intend to trademark any of our future product or service names, our company logo and any other logo we create.
Description of Property
The Company does not own any real property such as land, buildings, physical plants or other material physical properties.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Offering Circular (“prospectus”). Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that reflect our current views with respect to future events and financial performance, which involve risks and uncertainties. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Description of Financial Condition
American Lithium Minerals, Inc. (the “Company”) was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals. The Company’s activities since 2009 have focused on lithium exploration in Central Nevada, where its Sarcobatus lithium exploration project is located. In addition, the Company has acquired and divested cobalt, nickel, and graphite prospects in Central Nevada and rare earth elements (REE) projects in Kingman, Arizona and Southeast Illinois.
Factors Affecting Income
In the event
that the Company is able to open one or more of its mines and bring it into production, the likely products would be a lithium compound
and / or a rare earth concentrate. There is a worldwide market for these commodities, although the market is not as well developed as
the markets for more traditional commodities such as gold, silver, lead and zinc.
| 17 |
The Company may also sell or joint venture one or more of the mining properties. The likely market would be another junior mining company
or a lithium battery / electrical vehicle manufacturer located in Nevada or California.
Material Changes in Sales or Revenues
The Company
assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related
long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined
using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined
to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values
of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant
under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes
in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes
in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures;
(v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates
acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
Liquidity and Company Resources
Current Liquidity
While the Company is attempting to expand operations and generate revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.
Capital Commitments
The company is development a portfolio of interests in mining projects. The company has not made any material capital commitments.
Plan of Operations for Non-Revenue-Generating
In the 12 months following the offering the company plans to use the proceeds to invest in producing assets. It may be necessary to provide additional capital to expand the operations from the initial investment.
Impact of Trends on Capital Requirements
On March
10, 2025, American Lithium Minerals, Inc. (“AMLM” or the “Company”) extended until December 31, 2026 its
Option Agreement to acquire the unpatented mining claims constituting the Sarcobatus Lithium / Boron Project. Absent the extension,
the Option Agreement would have terminated on December 31, 2025. The AMLM Sarcobatus Playa lithium property is located at
Scotty’s Junction in Nye County, Nevada, approximately 40 miles northwest of Beatty. It is about 20 miles southeast of the
AMLM Stonewall Flat lithium property. AMLM’s Sarcobatus property is comprised of 79 unpatented placer mining claims and is
approximately 1,580 acres. Sarcobatus adjoins Nevada Lithium’s “Bonnie Claire” lithium property as well as Loyal
Lithium’s Scotty lithium project.
| 18 |
Following an evaluation of all of AMLM’s properties, the Board was of the
view that Sarcobatus was the most promising property. The Company’s intends to focus on Sarcobatus for the foreseeable future,
and has returned its remaining properties to the project vendors or their affiliates.
Plan of Operations
American Lithium Minerals explores for lithium in Nevada. It intends to expand its exploration and acquisition for mineral properties worldwide. It is also developing the use of Real World Asset Tokens to provide capital for mining. Its current project is the Sarcobatus Lithium property comprised of 1,780 acres of mining claims in Central Nevada. American Lithium Minerals, Inc. was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals.
We anticipate that the capital we intend to raise in this offering will be sufficient to enable us to execute our business plan, including, but not limited to hiring a strong management team and key personnel; promoting sales by conducting more marketing; executing on the milestones described in this Offering Circular; and achieving growth by way of strategic partnerships.
It is the opinion of Company management that the proceeds from this proposed offering will satisfy the Company’s need for liquidity and cash requirements and put the Company in a position to grow its business in accordance with its business plan. Please refer to Use of Proceeds, Part II for the Company’s planned use of proceeds to be generated from this proposed offering.
Milestone 1: Month 1
Following the closing of this offering, the Company expects to focus on identifying and securing interests in additional lithium-bearing properties within the first month. This effort will include conducting preliminary due diligence, reviewing geologic and technical data, and entering into negotiations or option agreements for the acquisition of promising mineral exploration assets. The Company’s initial goal is to expand its portfolio of high-potential lithium properties to support future exploration and development activities, strengthen its resource base, and position the Company for long-term growth in the lithium supply chain. These acquisitions are expected to align with the Company’s strategic objective of establishing a diversified footprint across key regions with proven lithium potential. Through these targeted acquisitions, the Company intends to enhance shareholder value by building a scalable foundation for future exploration and operational advancements.
Milestone 2: Month 2 to Month 6
During months two through six following the closing of this offering, the Company intends to pursue additional debt financing of up to $25 million to support its ongoing expansion and development plans. This financing is expected to provide the capital necessary to advance property acquisition efforts, fund initial exploration programs, and strengthen the Company’s working capital position. Management anticipates engaging with financial institutions and strategic lenders to structure financing terms that align with the Company’s long-term growth and operational objectives. The proceeds from such debt financing are expected to complement the equity capital raised through this offering, enabling the Company to accelerate project development timelines and enhance its ability to respond to emerging opportunities in the lithium sector. By securing this financing, the Company aims to solidify its financial foundation and position itself for subsequent phases of exploration, evaluation, and potential resource development.
| 19 |
Milestone 3: Month 7 to Month 12
During months seven through twelve following the closing of this offering, the Company aims to acquire or secure interests in income-generating properties to establish a stable cash flow base that supports ongoing operations and development initiatives. These properties may include mineral assets with existing production potential or other strategic holdings capable of generating near-term revenue. The Company expects to leverage both its equity capital and anticipated debt financing to complete these acquisitions, focusing on assets that complement its core lithium exploration and development strategy. By transitioning a portion of its portfolio toward revenue-producing assets, the Company seeks to strengthen its financial position, reduce reliance on external financing, and provide a sustainable foundation for future growth. Management believes that achieving this milestone will enhance overall shareholder value while demonstrating the Company’s ability to execute on its strategic plan and advance toward long-term profitability.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The following tables list the current Directors, Officers and Significant Employees of the Company. Significant Employees that are not Officers or Directors are those employees whose decisions and activities are expected to have a material impact on the Company’s performance.
Executive Officers and Significant Employees
| Name | Position | Age | Term of Office |
| Frank Kristan | CEO | 67 | 10/23/2025 to present |
| Frank Kristan | CFO | 67 | 10/23/2025 to present |
| Frank Kristan | COO | 67 | 10/23/2025 to present |
Directors
| Name | Position | Age | Term of Office |
| Frank Kristan | Director | 67 | 10/23/2025 to present |
Frank Kristan: Sole Officer and Director
Family Relationship to Company: Control Person of Ludvik Holdings Inc
Background:
Frank Kristan, currently serves as President of Houston Natural Resources Corp. and is President of Ludvik Holdings, Inc. He brings over thirty years of experience in the financial services industry, business advisory, and corporate investment, with extensive expertise in both public and private equity and debt transactions. Mr. Kristan has led Ludvik Holdings, Inc. and its predecessor Ludvik Capital, Inc. since 2005, providing advisory and long-term investment capital to small and middle- market companies in the United States, focusing on growth, acquisitions, and recapitalizations across various industries.? Previously, Mr. Kristan was President and CEO of Patriot Advisors, Inc., where he led investment funds that managed assets in excess of $50 million and achieved an internal rate of return over 25% per annum from 1994–2004. He also led Kristan Associates, a financial consulting firm, and began his career at Affiliated Computer Systems advising on more than 50 merger and acquisition transactions within banking and financial services. Mr. Kristan holds a B.S. in Mathematics from the University of Western Australia. Throughout his career, Mr. Kristan has been involved in major transactions, including investments in Inktomi Corporation (later acquired by Yahoo), LibertyOne (a Merrill Lynch–led internet portfolio), and Omni Telecommunications Pty Ltd. (which developed software now implemented in over 10 million Tracfones).
| 20 |
Legal Proceedings:
None
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation
of Executive Officers
For the Last Fiscal Year Prior to This Offering
| Name | Capacities in which compensation was received | Cash compensation ($) | Other compensation ($) | Total compensation ($) |
| Frank Kristan | CEO | $0 | $0 | $0 |
| Frank Kristan | CFO | $0 | $0 | $0 |
| Frank Kristan | COO | $0 | $0 | $0 |
| Name | Capacities in which compensation was received | Cash compensation ($) | Other compensation ($) | Total compensation ($) |
| Frank Kristan | Director | $0 | $0 | $0 |
The Company may choose to establish an equity compensation plan for its management and other employees in the future.
Total Compensation
of Officers For the Last Fiscal Year Prior to This Offering : $0
Total Annual Compensation to Directors: $0
Total Number of Directors: 1
Future Compensation Plans for Officers and Directors
None
| 21 |
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
The following table sets forth information regarding beneficial ownership of our Common Stock as of the date of this Offering and as adjusted to reflect the sale of shares of our Common Stock offered by this Offering Circular, by:
Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.
Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person s spouse. Percentage of beneficial ownership before the offering is based on 68,717,592 Common Shares outstanding on January 9, 2026.
| Security Holder Name | Type and Class of Securities Held | Total Number of Securities Held Pre-Offering | Total Securities Included for Sale in This Offering | Total Securities Held Post-Offering If All Available Securities Are Sold | Total Value of Securities Included in Offering | Total Number of Securities Acquirable In Class | ||||||||||||||||
| none | none | 0 | 0 | 0 | $ | 0 | 0 | |||||||||||||||
(1) The address of those listed is American Lithium Minerals, Inc, 1007 South Street, Carson City, Nevada, 90701
(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
On October 24, 2025, a change in control of American Lithium Minerals, Inc. (the “Company”) occurred as a result of a private transaction pursuant to a Stock and Note Purchase Agreement (“Agreement”) dated October 24, 2025, by and among Barbara McIntyre.
| 22 |
Related Party Transactions
A relatively small group of executives and directors own a large portion of the issued and outstanding shares of American Lithium Minerals, Inc. Consequently, these shareholders can control the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:
Thus, a small group of executives and directors will have complete control over the Company’s management and affairs. Accordingly, their ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer for the Common Stock.
SECURITIES BEING OFFERED
The Company is offering the following securities:
The following is a summary of the rights of our capital stock in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.
Description of Securities
The following table summarizes the rights and restrictions applicable to participants in this offering.
| Dividend Rights | NA |
| Voting Rights | Each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy. |
| Liquidation Rights | NA |
| Preemptive Rights | NA |
| Conversion Rights | NA |
| Redemption Provisions | NA |
| Sinking Fund Provisions | NA |
| Liability
to Future Calls or Assessment by the Company |
NA |
| Restrictions
on Transferability Post-Offering |
NA |
| Other
Special Restrictions on Securities Offered |
NA |
| Any
provision discriminating against any existing or prospective holder of such securities as a result of such securityholder owning a substantial amount of securities. |
NA |
| Cumulative Voting Requirements. | NA |
| Potential
for Investor Rights to be Modified Outside of a Majority Vote |
NA |
| 23 |
Potential liabilities imposed on Security holders
Please see Section II Item 3 Risk Factors for potential liabilities imposed on Security holders.
NA.
| 24 |
INDEX TO FINANCIAL STATEMENTS
AMERICAN
LITHIUM MINERALS, INC.
September 30, 2025
| Balance Sheets as of September 30, 2025 and September 30, 2024 (Unaudited) | F-2 |
| Statements of Operations for the twelve months ended September 30, 2025 and September 30, 2024 (Unaudited) | F-3 |
| Statement of Stockholders’ Equity for the twelve months ended September 30, 2025 and September 30, 2024 (Unaudited) | F-4 |
| Statements of Cash Flows for the twelve months ended September 30, 2025 and September 30, 2024 (Unaudited) | F-5 |
| Notes to Financial Statements | F-6 |
| F-1 |
| AMERICAN LITHIUM MINERALS, INC. BALANCE SHEETS (Unaudited) | ||||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | (10 | ) | $ | 1,682 | |||
| Total Current Assets | (10 | ) | 1,682 | |||||
| Land | — | 64,961 | ||||||
| Mineral rights | — | 16,400 | ||||||
| Mining claims | 2,829,143 | 2,829,143 | ||||||
| TOTAL ASSETS | $ | 2,829,133 | $ | 2,912,186 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | — | $ | — | ||||
| Prepaid reimbursement of cost by JV Partner | 1,600 | 1,600 | ||||||
| Total Current Liabilities | 1,600 | 1,600 | ||||||
| Long-Term Liabilities | ||||||||
| Land loan payable | — | 32,700 | ||||||
| Due to affiliate - Middle Verde Development Co., LLC, including accrued interest of $173,191 and $117,798, respectively | 666,167 | 568,902 | ||||||
| Minority interest | — | 75,000 | ||||||
| Total Long-Term Liabilities | 666,167 | 676,602 | ||||||
| Total Liabilities | 667,767 | 678,202 | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series L Preferred stock, $0.001 par value; 2,000 shares authorized, 2,000 and 2,000 shares issued and outstanding as of September 30, 2025 and September 30, 2024, respectively | 2 | 2 | ||||||
| Common stock, par value $0.001, 74,998,000 shares authorized, 68,717,592 and 68,717,592 shares issued and outstanding at September 30, 2025 and September 30, 2024, respectively | 68,718 | 68,718 | ||||||
| Additional paid-in capital | 16,764,788 | 16,764,788 | ||||||
| Accumulated deficit | (14,672,142 | ) | (14,599,525 | ) | ||||
| Total Stockholders’ Equity | 2,161,366 | 2,233,983 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 2,829,133 | 2,912,186 | |||||
| The accompanying notes are an integral part of these unaudited financial statements. | ||||||||
| F-2 |
| AMERICAN LITHIUM MINERALS, INC. STATEMENT OF OPERATIONS (Unaudited) | ||||||||
| For the years ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Land payments | $ | — | $ | 11,800 | ||||
| Non-refundable deposit | — | — | ||||||
| Other Income | — | 75,000 | ||||||
| Total Revenue | — | 86,800 | ||||||
| Expenses | ||||||||
| General and administrative expenses | 26,058 | 35,234 | ||||||
| Exploration expense | 1,415 | 13,606 | ||||||
| Land Payments | 15,324 | 54,939 | ||||||
| Total Operating Expenses | 42,797 | 103,778 | ||||||
| Total income (loss) from operations | (42,797 | ) | (16,978 | ) | ||||
| Other (Income) Expenses: | ||||||||
| Gain on settlement of project obligations | 26,339 | — | ||||||
| Interest expense | 56,159 | 46,827 | ||||||
| Net Income (Loss) before Taxes | $ | (72,617 | ) | $ | (63,805 | ) | ||
| Income tax | — | — | ||||||
| Net Income (loss) | $ | (72,617 | ) | $ | (63,805 | ) | ||
| Per Share Amounts | ||||||||
| Net Loss | ||||||||
| Basic and diluted earnings per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares outstanding - basic and diluted | 68,717,592 | 68,717,592 | ||||||
| The accompanying notes are an integral part of these unaudited financial statements. | ||||||||
| F-3 |
| AMERICAN
LITHIUM MINERALS, INC. Statement of Stockholders’ Equity For the twelve months ended September 30, 2025 and 2024 (Unaudited) | ||||||||||||||||||||||||||||
Additional Paid-in |
Total Stockholders' | |||||||||||||||||||||||||||
| Common Stock | Series L Preferred Stock | Accumulated | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| For the year ended September 30, 2024 | ||||||||||||||||||||||||||||
| Balance at September 30, 2023 | 68,717,592 | 68,718 | 2,000 | 2 | 16,764,788 | (14,535,719 | ) | 2,297,789 | ||||||||||||||||||||
| Net loss for the year ended September 30, 2024 | — | — | — | — | — | (63,805 | ) | (63,805 | ) | |||||||||||||||||||
| Balance at September 30, 2024 | 68,717,592 | 68,718 | 2,000 | 2 | 16,764,788 | (14,599,525 | ) | 2,233,983 | ||||||||||||||||||||
| For the year ended September 30, 2024 | ||||||||||||||||||||||||||||
| Balance at September 30, 2024 | 68,717,592 | 68,718 | 2,000 | 2 | 16,764,788 | (14,599,525 | ) | 2,233,983 | ||||||||||||||||||||
| Net loss for the year ended September 30, 2025 | — | — | — | — | — | (72,617 | ) | (72,617 | ) | |||||||||||||||||||
| Balance at September 30, 2025 | 68,717,592 | 68,718 | 2,000 | 2 | 16,764,788 | (14,672,142 | ) | 2,161,366 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| ||||||||||||||||||||||||||||
| F-4 |
| AMERICAN LITHIUM MINERALS, INC. STATEMENT OF CASH FLOWS (Unaudited) | ||||||||
| For the years ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net income (loss) for the year | $ | (72,617 | ) | $ | (63,805 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Increase (Decrease) in operating assets and liabilities: | ||||||||
| Non-cash gain on settlement of liabilities | (26,339 | ) | — | |||||
| Increase (Decrease) in minority interest | — | (75,000 | ) | |||||
| Increase (Decrease) in accrued interest | 56,159 | 46,827 | ||||||
| (Increase) Decrease in prepared reimbursement of cost by JV Partner | — | 1,600 | ||||||
| Net Cash Used in Operating Activities | (42,797 | ) | (90,378 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related parties | 41,105 | 86,519 | ||||||
| Net Cash Provided by Financing Activities | 41,105 | 86,519 | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (1,692 | ) | (3,859 | ) | ||||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,682 | 5,541 | ||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | (10 | ) | $ | 1,682 | |||
| Supplemental Disclosure of Interest and Income Taxes Paid: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes paid | $ | — | $ | — | ||||
| Supplemental Disclosure for Non-Cash Investing and Financing Activities: | ||||||||
| Return of land to vendor | $ | 64,961 | $ | — | ||||
| Return of mineral rights to vendor | $ | 16,400 | $ | — | ||||
| Gain on settlement of project obligations | $ | 26,339 | $ | — | ||||
| The accompanying notes are an integral part of these unaudited financial statements. | ||||||||
| F-5 |
AMERICAN
LITHIUM MINERALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
American Lithium Minerals, Inc. (the “Company”) was incorporated in the State of Nevada on March 10, 2005. Since its inception, the Company has acquired mineral rights to mining properties in North America and explored for minerals. The Company’s activities since 2009 have focused on lithium exploration in Central Nevada, where its Sarcobatus lithium exploration project is located. In addition, the Company has acquired and divested cobalt, nickel, and graphite prospects in Central Nevada and rare earth elements (REE) projects in Kingman, Arizona and Southeast Illinois.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GMP"). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.
The Company's significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
| F-6 |
Carrying value, recoverability and impairment of long-lived assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company's long-lived assets, which include computer equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.
Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| F-7 |
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows.
Revenue recognition
The Company follows paragraph 605-1O-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income Tax Provisions
The Company follows Section 740-10-30 of the FASS Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25") with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
| F-8 |
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASS Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by paragraph 230-10-45- 25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASS Accounting Standards Codification.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements, the Company had an accumulated deficit at September 30, 2025, of $14,672,142. This factor, among others, raises substantial doubt about the Company's ability to continue as a going concern.
While the Company is attempting to expand operations and generate revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
| F-9 |
NOTE 4 - STOCKHOLDERS' EQUITY
Shares authorized
As of September 30, 2025, the Company was authorized to issue 74,998,000 shares of common stock with a par value of $0.001 per share.
As of September 30, 2025, there were 68,717,592 shares of common stock issued and outstanding.
As of September 30, 2025, the Company was authorized to issue 2,000 shares of preferred stock with a par value of $0.001 per share.
As of September 30, 2025, there were 2,000 shares of Series L preferred stock issued and outstanding.
Shares Issued
During the quarter ended September 30, 2025, no shares of capital stock were issued.
NOTE 5 – LAND
On March 30, 2022, the Company acquired 55 acres of land located in Imlay, Pershing County, Nevada, from an unrelated seller through a nominee. The land is zoned industrial and fronts Interstate Highway I-80 as well as the Union Pacific Railroad. The cost was $49,050, which was funded by seller financing of $32,700 and by a related party in the amount of $16,350. This land was returned to the project vendor in March 2025.
On September 30, 2022, the Company acquired 20 acres of land located in Imlay, Pershing County, Nevada. The land is zoned industrial. The cost was $15,911, which a related party funded. This land was returned to the project vendor in March 2025. This land had been fully expensed in prior periods; therefore, no gain or loss was recognized upon disposition. The balance sheet was adjusted in the current period to remove the carrying value of the assets, with a corresponding entry to accumulated deficit. As a result of the return, the related land loan payable of $32,700 was extinguished, contributing to a non-cash gain on settlement of project obligations of $26,339, as disclosed in the Statement of Operations.
NOTE 6 – MINERAL RIGHTS
On July 22, 2022, the Company acquired 20 parcels of Illinois mineral rights at $820 per parcel. The cost was $16,400, which a related party funded. These mineral rights were returned to the project vendor in March, 2025. These mineral rights had been fully expensed in prior periods; therefore, no gain or loss was recognized in the current period. The Company adjusted the balance sheet to remove the mineral rights with a corresponding reduction to accumulated deficit. The return of these rights contributed to the recognition of a non-cash gain on settlement of project obligations, as discussed in Note 5.
NOTE 7 – EARN-IN AGREEMENTS
On November 23, 2020, the Company entered into an Earn-In Agreement with a subsidiary of Altair International Corp. concerning the company’s Stonewall Flat lithium property located south of Goldfield, Nevada. Under the Agreement, Altair is paying $75,000 cash for a 10% interest in the Stonewall Flat Project, and can earn up to an additional 50% of the project (for a total of 60%) by spending $1.3 million on exploration during a three-year period. The agreement also includes the Company’s Kingman REE Project located in Arizona. During the year ended September 30, 2021, $75,000 was received by the Company under the Altair Agreement and it has been recorded as minority interest. During the year ended September 30, 2023 and quarter ended June 30, 2024, the Company received $10,890 and $780, respectively in reimbursement of land expenses in connection with the Stonewall Flat and Kingman REE Projects. On July 11, 2024, the Earn-In Agreement with Altair International was terminated, and as a result, the previously recorded minority interest of $75,000 was reversed and recognized as other income during the quarter ended September 30, 2024.
| F-10 |
On March 15, 2022, the Company entered into an Earn-In Agreement with USA Lithium Holdings Corporation (“LH”), a subsidiary of Premier Development & Investment, Inc., under which LH must make total payments of $75,000 to obtain a 10% undivided interest in 27 unpatented placer mining claims and 24 unpatented lode mining claims comprised of approximately 1,020 acres near Tonopah, Nevada, commonly known as the Silverpeak Lithium Project. The $75,000 is payable $30,000 within 18 days after signing and $45,000 within 45 days after signing. LH has the option to increase its ownership interest by an additional 50% by a total payment of $1,300,000 for exploration and development costs over a three-year period. This transaction was not recognized for financial reporting purposes in the fiscal year ended September 30, 2022 or subsequent, as $50,000 of the initial payments have not yet been made. The earn-in agreement was amended during the quarter ended June 30, 2023 to extend the term by 15 months, as LH was unable to timely begin exploration due to the serious illness and subsequent death of its president. The Company’s rights and obligations under this joint venture were assigned to the project vendor in March 2025.
On March 17, 2022, the Company entered a Letter of Intent with China Dongsheng International, Inc. (“CDSG”), under which CDSG must make total payments of $75,000 to obtain a 10% undivided interest in 24 unpatented lode mining claims comprised of approximately 460 acres near Tonopah, Nevada, commonly known as the West End Lithium Project. The $75,000 is payable $25,000 within 14 days, $25,000 within 90 days after signing and $25,000 within 180 days after signing. CDSG has the option to increase its ownership interest by an additional 50% by a total payment of $1,000,000 for exploration and development costs over a three-year period. As of March 31, 2023, CDSG had made the full payment of $75,000, thereby acquiring a 10% undivided interest in the 24 unpatented lode mining claims. The Company’s rights and obligations under this joint venture were assigned to the project vendor in March 2025.
NOTE 8 – SUBSEQUENT EVENTS
Management has reviewed events through October 23, 2025 and is of the view that there are no material subsequent events.
| F-11 |
PART III - EXHIBITS
| Exhibit No. | Description | |
| EX1A-2A | Articles of Incorporation | |
| EX1A-2B | Corporate Bylaws | |
| EX1A-4A | Form of Subscription Agreement | |
| EX1A-4B | Form of Warrant Agreement | |
| EX1A-99A | Other Events | |
| EX1A-99B | Other Events | |
| EX1A-99C | Board Resolution | |
| EX1A-99D | Company Overview Presentation |
| 25 |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on behalf by the undersigned, thereunto duly authorized, in the City of Carson City, Nevada, on January 20, 2026.
| American Lithium Minerals, Inc. | ||
| By: | /s/ Frank Kristan | |
| Name: Frank Kristan | ||
| Title: President of American Lithium Minerals, Inc. | ||
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
| By: | /s/ Frank Kristan |
| Name: | Name: Frank Kristan |
| Title: | Secretary of American Lithium Minerals, Inc |
January 20, 2026
| By: | /s/ Frank Kristan |
| Name: | Name: Frank Kristan |
| Title: | CFO of American Lithium Minerals, Inc. |
January 20, 2026
| By: | /s/ Frank Kristan |
| Name: | Name: Frank Kristan |
| Title: | Director of American Lithium Minerals, Inc. |
January 20, 2026
| 26 |
BYLAWS
of
AMERICAN LITHIUM MINERALS, INC.
f/k/a Nugget Resources, Inc
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a diferent proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
Section 6 - Quorum
| a) | No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting. |
| 1 |
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
| c) | If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting. |
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 – Proxy
a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
| a) | The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation. |
| 2 |
| b) | The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation. |
| c) | A casual vacancy occurring in the Board may be filled by the remaining Directors. |
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
| e) | A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office. |
Section 2 - Duties, Powers and Remuneration
| a) | The Board of Directors shall be responsible for the control and management of the business and afairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws. |
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
| a) | The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. |
| b) | The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. |
| c) | A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. |
| d) | A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. |
| 3 |
Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
| f) | The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. |
| g) | The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. |
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
| i) | A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. |
| j) | All Directors of the Corporation shall have equal voting powers |
| k) | Section 4 - Removal |
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
| a) | The Directors may from time to time by resolution designate from among its members one or |
| 4 |
more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
| a) | The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director. |
| b) | The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. |
| c) | Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal. |
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation. Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
| 5 |
ARTICLE V: SHARES OF STOCK
Section 1 - Certificate of Stock
| a) | The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. |
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same efect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
| d) | Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. |
| e) | If a share certificate: |
| (i) | is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate; |
| (ii) | is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or |
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
| 6 |
Section 2 - Transfers of Shares
| a) | Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon. |
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
| a) | The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw. |
| b) | Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination. |
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum suficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
| 7 |
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
| (i) | a majority of the current shareholders of the class or series to be issued approve the issue; or |
| (ii) | there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend. |
ARTICLE VII: BORROWING POWERS
| a) | The Directors may from time to time on behalf of the Corporation: |
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
| 8 |
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
| b) | A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to: |
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
| (ii) | a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer; |
| (iii) | a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction; |
| (iv) | determining the remuneration of the Directors; |
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
| (vi) | the indemnification of a Director by the Corporation. |
| 9 |
| c) | A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof. |
| d) | A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director. |
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
| a) | The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. |
| b) | The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. |
| 10 |
| c) | The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent. |
CERTIFIED TO BE THE BYLAWS OF:
AMERICAN LITHIUM MINERALS INC.
per:
/s/ Frank Kristan
Frank Kristan, Secretary
| 11 |
SUBSCRIPTION AGREEMENT
American Lithium Minerals, Inc
I have received, read, and understand the Offering Memorandum dated 01/20/2026 (the "Memorandum"). By signing bellow,
I confirm that I have received, read, and understand the Offering Memorandum dated _______________ from American Lithium
Minerals, Inc. (the "Memorandum"). In summary, the Memorandum states that American Lithium Minerals, Inc, a Nevada c-corporation,
(the "Company") wishes to (a) raise up to $8,000,000 from various persons by selling up to 80,000,000 Units comprised
of 80,000,000 common shares and warrants exercisable for an additional 120,000,000 common shares, and (b) raise an additional $12,000,000
from said subscribers upon their exercise of the warrants received with their Units.
I further understand that my rights and
responsibilities as a Purchaser will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, the entity
governing documents for American Lithium Minerals, Inc, Inc.. I understand that you will rely on the following information to confirm
that I am an “Accredited Investor”, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), and that I am qualified to be a Purchaser.
This Subscription Agreement is one of a number of
such subscriptions for Units. By signing this Subscription Agreement, I offer to purchase and subscribe from the Company the number
of Units set forth below on the terms specified herein. The Company reserves the right, in its complete discretion, to reject
any subscription offer or to reduce the number of Units allotted to me. If this offer is accepted, the Company will execute
a copy of this Subscription Agreement and return it to me. I understand that commencing on the date of this Memorandum all funds received
by the Company in full payment of subscriptions for Units will be deposited in an Investment Holding Account.
1.
Accredited Investor.
I am an Accredited Investor because I qualify within one of the following categories:
[ ] $1,000,000
Net Worth. A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase
exceeds $1,000,000 excluding the value of the primary residence of such natural person.
[ ] $200,000/$300,000 Income.
A natural person who had an individual income in excess of $200,000 (including contributions to qualified employee benefit plans) or
joint income with such person’s spouse in excess of $300,000 per year in each of the two most recent years and who reasonably expects
to attain the same individual or joint levels of income (including such contributions) in the current year.
| 1 |
[ ]
Director or Officer of Issuer. Any director or executive officer of the Company.
[ ] All Equity Owners In Entity
Are Accredited. An entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the equity owners are Accredited Investors
as defined herein.
[ ] Corporation. A corporation not formed for the specific purpose of acquiring the Units offered,
with total assets in excess of $5,000,000.
[ ] Other Accredited Investor. Any natural person or entity which qualifies
as an Accredited Investor pursuant to Rule 501(a) of Regulation D promulgated under the Act; specify basis for qualification.
2. Representations and Warranties.
I represent and warrant to the Company that:
(A) I have adequate means of providing for my current needs and possible contingencies and I have no need for liquidity of
my investment in the Units; I can bear the economic risk of losing the entire amount of my investment in Units; I
have such knowledge and experience that I am capable of evaluating the relative risks and merits of this investment; and, I the purchase
of Units is consistent, in both nature and amount, with my overall investment program and financial condition.
(B) The address set forth below is my true and correct residence, and I have no intention of becoming a resident of any other
state or jurisdiction.
(C) I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated
under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and understanding the risks and
merits of this investment.
(D) I have received and read, and am familiar with the Offering Documents, including the Memorandum, Subscription Agreement,
and Articles of Incorporation of the Company. All documents, records and books pertaining to the Company and the Units requested
by me, including all pertinent records of the Company, financial and otherwise, have been made available or delivered to me.
| 2 |
(E) I
have had the opportunity to ask questions of and receive answers from the Company’s officers and representatives concerning the
Company’s affairs generally and the terms and conditions of my proposed investment in the Units.
(F) I understand the risks implicit in the business of the Company. Among other things, I understand that there can be no
assurance that the Company will be successful in obtaining the funds necessary for its success. If only a fraction of the maximum amount
of the Offering is raised, the Company may not be able to expand as rapidly as anticipated, and proceeds from this Offering may not be
sufficient for the Company’s long-term needs.
(G) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty whatsoever with
respect to any matter or thing concerning the Company and this Offering, and I am purchasing the Units based solely upon my
own investigation and evaluation.
(H) I understand that no Units have been registered under the Securities Act, nor have they been registered pursuant
to the provisions of the securities or other laws of applicable jurisdictions.
(I) The Units for which I subscribe are being acquired solely for my own account, for investment and are not being
purchased with a view to or for their resale or distribution. In order to induce the Company to sell Units to me, the Company will have
no obligation to recognize the ownership, beneficial or otherwise, of the Units by anyone but me.
(J) I am aware of the following:
| 3 |
(K) Except as set forth in the Memorandum, none of the following information has ever been represented, guaranteed, or warranted to me expressly or by implication, by any broker, the Company, or agents or employees of the foregoing, or by any other person:
(L) I
have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made no copies of the Memorandum.
(M) I hereby agree to indemnify and hold harmless the Company, its managers, directors, and representatives from and against
any and all liability, damage, cost or expense, including reasonable attorneys’ fees, incurred on account of or arising out of:
(N) By entering into this Subscription Agreement, I acknowledge that the Company is relying on the truth and accuracy of my representations.
The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the delivery of the funds to the Company and shall survive such delivery. If, in any respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give written notice of the fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefore.
| 4 |
3.
Transferability.
I understand that I may sell or otherwise transfer my Units only if registered under the Securities Act or I provide the Company
with an opinion of counsel acceptable to the Company to the effect that such sale or other transfer may be made in absence of registration
under the Securities Act. I have no right to cause the Company to register the Units. Any certificates or other documents representing
my Units will contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Units.
4. Indemnification.
I understand the meaning and legal consequences of the representations and warranties contained in Paragraph 2 hereof, and I will indemnify
and hold harmless the Company, its officers, directors, and representatives involved in the offer or sale of the Units to me,
as well as each of the managers and representatives, employees and agents and other controlling persons of each of them, from and against
any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained in this Subscription
Agreement.
5. Revocation.
I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me hereunder and this Subscription Agreement
shall survive my death or disability.
6. Termination of Agreement.
If this subscription is rejected by the Company, then this Subscription Agreement shall be null and void and of no further force and
effect, no party shall have any rights against any other party hereunder, and the Company shall promptly return to me the funds delivered
with this Subscription Agreement.
7. Miscellaneous.
(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of Nevada.
(b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing and executed by all parties.
| 5 |
(c) By Purchasing the Units in American Lithium Minerals, Inc I hereby agree to the terms and provisions of the governing entity documents for the Company – as included as attachments to this Memorandum. I have hereby read and understand the Company’s governing documents and understand how the Company functions as an entity.
8. Ownership Information. Please complete the information below, where necessary. | ||
| Total Units for Which You Are Subscribing: | ||
| Total Subscription Amount: | ||
| Subscriber Name: | ||
| Subscriber Tax ID or Social Security Number: | ||
| Legal Designation of Subscriber: | ||
Please enter mailing address here. |
||
| Street
Address: |
Unit
Number: | |
| City: |
State: | |
| Zip
Code: |
||
| Subscriber
Phone: |
Subscriber
Email: | |
| 9.
Date and Signatures. |
||
| By: ___________________________ | Date: ___________________ | |
| 6 |
Name: ________________________ Title: __________________________ | |
| Each co-owner or joint owner must sign. Names must be signed exactly as listed under "Purchaser Name." | |
| If a second signature is required, the Company may not accept your subscription until this is provided. | |
| By: __________________________________ | Date: _____________________________________ |
| Print Name: __________________________ | Title (if applicable): _________________________ |
ACCEPTED BY: American Lithium Minerals, Inc |
|
| By: __________________________________ | Date: _____________________________________ |
| Frank Kristan, President | |
| 7 |
COMMON STOCK PURCHASE WARRANT
American Lithium Minerals, Inc
Holder: _____________________________
Number of Warrants: _________________
THIS CERTIFIES THAT Holder is the owner of the number of Warrants set forth above of American Lithium Minerals, Inc,
a Nevada corporation (hereinafter called the “Company”). Each Warrant entitles the Holder to purchase 1.5 shares (collectively
the “Warrant Shares”) of the common stock of the Company (“Common Stock”) at an exercise price per share of $0.10 per
share (the “Exercise Price”) at any time during the period commencing on the date first listed above and ending at 5:00 pm
Pacific Standard Time on 12/31/2028. The Warrants have been granted to Holder as part of an offering (the “Offering”)
entered between the Company and Holder as of __________________ [SUBSCRIPTION SIGNATURE DATE].
1. Method of Exercise; Payment.
a. Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part,
by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office
of the Company, and by the payment to the Company, by certified, cashier’s or other check acceptable to the Company or by wire transfer
to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Warrant Shares being purchased.
b. Net Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Warrant Shares equal to the
value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together
with notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following
formula:
X= Y(A-B)/A
Where: X = the number of the Warrant Shares to be issued to the Holder.
Y = the number of the Warrant Shares purchasable under this Warrant.
A = the fair market value of one Share on the date of determination.
B = the per share Exercise Price (as adjusted to the date of such calculation).
| 1 |
c. Fair Market Value. For purposes of this Section 1, the per share fair market value of the Warrant Shares shall mean:
d. Stock Certificates. In the event
of any exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered to
the Holder within three business days and, unless this Warrant has been fully exercised or has expired, a new Warrant representing
the Warrant Shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such
time.
2. Stock Fully Paid; Reservation of Shares. All of the Warrant Shares issuable upon the exercise of the
rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and non-assessable,
and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented
by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance sufficient shares of its
Common Stock to provide for the exercise of the rights represented by this Warrant.
3. Adjustments. The number
and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price therefor shall be subject to adjustment
from time to time upon the occurrence of certain events, as follows:
| 2 |
a. Reclassification. In the case of any
reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of
any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the
acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities
issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the
Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this
Warrant a new Warrant (in form and substance reasonably satisfactory to the holder of this Warrant), or the Company shall make
appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at
a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the
Warrant Shares of Common Stock theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change, merger or sale by a holder of the number of Warrant
Shares of Common Stock then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration
paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Holder
of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent
to the fair market value of the Common Stock at the time of the transaction. The provisions of this subparagraph (a) shall similarly
apply to successive reclassifications, changes, mergers and transfers.
b. Stock Splits, Dividends and
Combinations. In the event that the Company shall at any time subdivide the outstanding shares of Common Stock or shall
issue a stock dividend on its outstanding shares of Common Stock the number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise
Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of
Common Stock the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall be
proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date
of such subdivision, stock dividend or combination, as the case may be.
4. Notice of Adjustments. Whenever the
number of Warrant Shares purchasable hereunder or the Exercise Price thereof shall be adjusted pursuant to Section 3 hereof, the
Company shall provide notice to the Holder setting forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the number and class of shares which may be purchased
thereafter and the Exercise Price therefor after giving effect to such adjustment.
| 3 |
5. Fractional Shares. The Company shall not be
required to issue fractional shares of Common Stock on the exercise of Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same Holder, the number of full shares of Common Stock which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of shares of Common Stock acquirable on exercise of the Warrants so
presented. If any fraction of a share of Common Stock would, except for the provisions of this Section, be issuable on the exercise
of any Warrant (or specified portion thereof) then such fractional share shall be rounded up to the nearest whole share
6.
Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers,
directors and shareholders necessary for the sale and issuance of the Warrant Shares pursuant hereto and the performance of the
Company’s obligations hereunder were taken prior to and are effective as of the effective date of this Warrant.
7.
Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:
a.
This Warrant and the Warrant Shares issuable upon exercise thereof are being acquired for its own account, for investment and not
with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities
Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being
acquired for investment and not with a view toward distribution or resale.
b. The Holder understands that the Warrant
and the Warrant Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the
Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent
disposition thereof is registered under the Act or is exempted from such registration.
c. The Holder has such
knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in
the Warrant and the Warrant Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection
therewith.
d. The Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms
of this Warrant.
| 4 |
8. Restrictive Legend. The Warrant Shares
(unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
9.
Restrictions Upon Transfer and Removal of Legend.
a. The Company need not register a transfer of this Warrant or
Warrant Shares bearing the restrictive legend set forth in Section 8 hereof, unless the conditions specified in such legend are
satisfied. The Company may also instruct its transfer agent not to register the transfer of the Warrant Shares, unless one of the
conditions specified in the legend referred to in Section 8 hereof is satisfied.
b.. Notwithstanding the provisions of
paragraph (a) above, no opinion of counsel shall be necessary for a transfer without consideration by any holder (i) if such holder
is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with
such holder, or (ii) if such holder has pledged the Warrant to the Company as collateral, and the Company has subsequently taken
title to the Warrant.
10. Rights of Shareholders. No holder of this Warrant shall be entitled as a Warrant
holder, to vote or receive dividends or be deemed the holder of any Warrant Shares or any other securities of the Company which may
at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the
holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable, as
provided herein. The holder of this Warrant will not be entitled to share in the assets of the Company in the event of a
liquidation, dissolution or the winding up of the Company.
| 5 |
11. Notices. All notices and other
communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed
to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal
service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the
business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the
business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and
shall be addressed (i) if to the Holder, at the Holder’s address as set forth on the books of the Company, and (ii) if to the
Company, at the address of its principal corporate offices, or at such other address as a party may designate by ten days advance
written notice to the other party pursuant to the provisions above.
12. Registration Rights Agreement. For the
term of this Warrant, the Holder shall have registration rights related to the Warrant Shares as follows:
a. Right
to Piggyback. Whenever the Company proposes to register any of its securities (including any proposed registration of the
Company’s securities by any third party) under the Securities Act and the registration form to be used may be used for the
registration of any of the Warrant Shares, the Company shall give prompt written notice to the Holders of its intention to effect
such a registration and, subject to the terms of paragraphs(c) and (d) hereof, shall include in such registration all Warrant Shares
with respect to which the Company has received written requests for inclusion therein (“Piggyback Registration”) within
10 days after the receipt of the Company’s notice. The Warrant Shares shall automatically be included in any registration
statement filed to include shares under the EFA, without the Holder having to make a formal written request to the Company.
b. Piggyback Expenses. The registration expenses of the Holders shall be paid by the Company in all Piggyback
Registrations.
c. Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company that in their opinion the number of
securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely
affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, the securities requested to be included in such registration by the Holder, pro rata with all other
common stockholders with Piggyback Registration rights on the basis of the number of shares requested to be included therein by each
such holder, and (iii) third, other securities requested to be included in such registration pro rata among the holders thereof on
the basis of the number of shares requested to be included therein.
| 6 |
d. Priority on Secondary
Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the
Company’s securities and the managing underwriters advise the Company that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included
therein by the holders requesting such registration, (ii) second, the securities requested to be included in such registration by
the Holder, pro rata with all other common stockholders with Piggyback Registration rights on the basis of the number of shares
requested to be included therein by each such holder, and (iii) third, other securities requested to be included in such
registration pro rata among the holders thereof on the basis of the number of shares requested to be included therein.
13.
Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State
of Nevada or of any other state.
COMPANY:
American Lithium Minerals, Inc
By: ______________________________ Date: ___________________
Name: Frank Kristan
Title: President
HOLDER:
_____________________________
By: ________________________________ Date: ___________________
Name: _____________________________
Title: ______________________________
| 7 |
EXHIBIT A NOTICE OF EXERCISE
American Lithium Minerals, Inc
1007 South Street
Carson City, Nevada 90701
Attention:
1.The undersigned hereby elects to purchase _______, Warrant Shares of American Lithium Minerals, Inc pursuant to the terms
of the attached Warrant.
2.Method of Exercise (Please initial the applicable blank):
The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith or by concurrent wire transfer
payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.
The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 1(b) of the Warrant
3.Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as
is specified below:
Name: _________________________________________________________________________
Address: _______________________________________________________________________-
4.The undersigned hereby represents and warrants that the aforesaid
Warrant Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection
with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations
and warranties of the undersigned set forth in Section 7 of the attached Warrant are true and correct as of the date hereof.
By: ________________________ Date: ________________________
Name: ______________________
Title: ________________________
American Lithium Minerals, Inc.
Supplemental Information
Date of Reportable Event: December 15, 2025
OTHER EVENTS THE ISSUER DETERMINES TO BE MATERIAL
Entry into New Letters of Intent
On December 15, 2025, the Company entered into three separate confidential, non-binding Letters of Intent with third-party property holders relating to the grant of exclusive options for the potential acquisition of mineral property interests. Each Letter of Intent outlines the principal proposed terms of a transaction, is subject to customary due diligence, and contemplates the negotiation and execution of a definitive agreement. There can be no assurance that any definitive agreement will be executed or that any proposed transaction will be completed.
QC Rare Earth Project
On December 15, 2025, the Company entered into a Letter of Intent relating to the proposed acquisition of up to a 100% interest in the QC Rare Earth Project, a rare earth elements project in Quebec. The proposed transaction contemplates consideration payable in a combination of cash payments and the issuance of equity securities of the Company, subject to the terms and conditions to be set forth in a definitive agreement. The transaction is also subject to customary closing conditions, including satisfactory completion of due diligence, receipt of required approvals, and execution of definitive documentation. The Company is required to make a non-refundable cash deposit of $10,000 upon execution, which provides the Company with a defined due diligence and exclusivity period. The Letter of Intent includes customary confidentiality, exclusivity, and termination provisions.
Piscau-North Polymetallic Project
On December 15, 2025, the Company entered into a Letter of Intent relating to the proposed acquisition of up to a 100% interest in the Piscau-North Polymetallic Project, a polymetallic property in Quebec reported to host gold, copper, nickel, and lithium mineralization. The Letter of Intent outlines the principal business terms of a potential transaction, including consideration payable in cash and/or equity securities, subject to negotiation and definitive documentation. Completion of the proposed transaction is subject to customary due diligence, regulatory approvals (if required), and execution of a definitive agreement. The Letter of Intent includes customary confidentiality, exclusivity, and termination provisions.
| 1 |
Couture Copper Project
On December 15, 2025, the Company entered into a Letter of Intent relating to the proposed acquisition of up to a 100% interest in the Couture Copper Project, which is located near the Quebec–Labrador border and hosts copper-bearing massive sulphide mineralization along an interpreted north–south shear zone extending approximately 100 meters. The proposed transaction contemplates consideration payable in cash and equity securities, subject to adjustment and final terms to be negotiated in a definitive agreement. The proposed transaction is subject to customary conditions, including satisfactory due diligence, receipt of required consents and approvals, and execution of definitive agreements. The Letter of Intent includes customary provisions regarding confidentiality, exclusivity, and termination.
Termination of Letter of Intent with NQC Lithium Corp.
As previously reported in a Supplemental Report filed on November 11, 2025, the Company entered into a confidential, non-binding Letter of Intent dated November 4, 2025 with NQC Lithium Corp. for the proposed acquisition of the Bellechasse Gold Project and the QC Rare Earth Project.
On December 15, 2025, the Company received written notice from NQC Lithium Corp. terminating the Letter of Intent pursuant to its terms, effective immediately. Except for provisions that expressly survive termination, the Letter of Intent is no longer in force or effect.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This
disclosure statement contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans, or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this disclosure statement. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this disclosure statement, whether as a result of new information, future events or otherwise.
ISSUER CERTIFICATION Based on my knowledge, this Supplemental Information Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the information covered by this Supplemental Information Disclosure Statement.
| December 19, 2025 | American Lithium Minerals, Inc. |
By: /s/ Frank Kristan Frank Kristan President |
| 2 |
American Lithium Minerals, Inc.
Supplemental Information
Date of Reportable Event: December 16, 2025
OTHER EVENTS THE ISSUER DETERMINES TO BE MATERIAL
Entry into Letters of Intent
On December 16, 2025, the Company entered into a confidential, non-binding letter of intent with 50 Mile Mining Corporation relating to the proposed acquisition of a 49% equity interest in a placer gold mining operation located at Cheryl Creek, Yukon Territory, Canada.
On December 17, 2025, the Company entered into a separate confidential, non-binding letter of intent with Aurum Excalibur Ventures Limited relating to the proposed acquisition of an 18% equity interest in the Sangambi Gold Project, located in Mbeya, Tanzania.
Each letter of intent sets forth preliminary terms and conditions relating to the proposed transaction and is subject to, among other things, the completion of due diligence, the negotiation and execution of definitive agreements, and the satisfaction of customary closing conditions. Except for customary provisions that expressly survive termination, each letter of intent is non-binding. There can be no assurance that any definitive agreement will be executed or that any proposed transaction will be consummated.
Cheryl Creek Gold Project (Canada)
The letter of intent dated December 16, 2025 contemplates the proposed acquisition of a 49% equity interest in a placer gold mining operation located at Cheryl Creek, Yukon Territory, Canada. The proposed transaction contemplates consideration payable in preferred equity and other securities of the Company, subject to negotiation and execution of definitive agreements. Completion of the proposed transaction is subject to customary conditions.
Sangambi Gold Project (Tanzania)
The letter of intent dated December 17, 2025 contemplates the proposed acquisition of an 18% equity interest in the Sangambi Gold Project. The proposed transaction contemplates consideration based on an indicative valuation per ounce of gold in the ground, subject to confirmation through due diligence and the execution of definitive documentation. Completion of the proposed transaction is subject to customary conditions, including execution of a definitive agreement.
| 1 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This
disclosure statement contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans, or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this disclosure statement. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this disclosure statement, whether as a result of new information, future events or otherwise.
ISSUER CERTIFICATION Based on my knowledge, this Supplemental Information Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the information covered by this Supplemental Information Disclosure Statement.
| December 23, 2025 | American Lithium Minerals, Inc. |
By: /s/ Frank Kristan Frank Kristan President |
| 2 |
INDICATION OF INTEREST
About Us
American Lithium Minerals, Inc (OTCID:AMLM) is a United States company. AMLM explores for lithium in Nevada. It intends to expand its exploration and acquisition for mineral properties worldwide. It is also developing the use of Real World Asset Tokens to provide capital for mining.
Offering Highlights (subject to change):
| · | Type of Security: Common Stock |
| · | Offering: 80,000,000 Units, including 1 Share of Common Stock with $0.001 par value and a Warrant to purchase 1.5 shares of Common Stock (the “Warrants”) exercisable at $0.10 per share until expiration at 12/31/2028. |
| · | Target Raise: $8,000,000 up to $20,000,000 (Including exercise of warrants). |
| · | Use of Proceeds: Acquisitions, Development and Working Capital. |
| · | Minimum Investment: $1,000 |
Indicate Your Interest
If you are interested in investing, once the offering is qualified, please complete the form below:
Name:
Email:
Phone (optional):
Approximate Investment Amount:
☐ I understand that this is not a commitment to invest and that no money is being solicited at this time.
☐ I understand that all the information on the offer is available at www.sec.gov.
Important Notice
This is not an offer to sell nor a solicitation of an offer to buy any securities of Americal Lithium Minerals, Inc. No money or other consideration is being solicited, and, if sent in response, it will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement filed with the U.S. Securities and Exchange Commission (the “SEC”) has been qualified by the SEC, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. Any indication of interest you provide involves no obligation or commitment of any kind. Any offering of securities will be made only by means of an offering circular that forms a part of the qualified offering statement.
