UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 40-F










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

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



For the fiscal year ended February 28, 2023

Commission File Number 001-40416














American Lithium Corp.

(Exact name of Registrant as specified in its charter)



|British Columbia                                                    | 1000                                                       | Not Applicable                       
|------------------------------------------------------------------- | ---------------------------------------------------------- | -------------------------------------
|(Province or other 
jurisdiction of incorporation 
or organization) | (Primary Standard 
Industrial Classification 
Code Number) | (I.R.S. Employer 
Identification No.)














1030 West Georgia St., Suite 710

Vancouver, B.C., Canada V6E 2Y3

(604) 428-6128

(Address and telephone number of Registrant's principal executive
offices)














C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3133

(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)












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



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













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



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



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





|☒Annual Information Form | ☒Audited Annual Financial
Statements
|------------------------ | ------------------------------------



Number of outstanding shares of each of the issuer’s classes
of capital or common stock as of February 28, 2023: 214,088,980 Common Shares, no par value.



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



|Yes ☒ | No ☐
|----- | ----







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



|Yes ☐ | No ☒
|----- | ----





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

Emerging Growth Company ☒



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



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



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



If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements.1 ☐



Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-(b).2 ☐



____________________________



1 Check boxes are blank, pending adoption of the
underlying rules.

2 Check boxes are blank, pending adoption of the
underlying rules.











EXPLANATORY NOTE



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



FORWARD-LOOKING STATEMENTS



This annual report on Form 40-F (the “Annual Report”) and the documents incorporate by reference herein contain "forward-looking
information" and “forward-looking statements” within the meaning of applicable securities legislation (collectively, "forward-looking
statements"). All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements relate
to future events or future performance and reflect management’s expectations or beliefs regarding future events and include, but
are not limited to, statements regarding the business, operations, outlook and financial performance and condition of the Company; potential
benefits from the acquisition of Plateau Energy Metals Inc. (“Plateau”) and its subsidiaries; plans, objectives and advancement
of the TLC Lithium Property, the Falchani Lithium Project and Macusani Uranium Project (each as defined below, and collectively, the “Projects”);
exploration drilling plans, in-fill and expansion drilling plans and other work plans, exploration programs and development plans to be
conducted; results of exploration, development and operations; expansion of resources and testing of new deposits; environmental and social
community and other permitting; timing, type and amount of capital and operating and exploration expenditures, as well as future production
costs; estimation of mineral resources and mineral reserves; realization of mineral reserves; preliminary economic assessments (each,
a “PEA”), including the timing for completion, and the assumptions and parameters upon which they are based, and the timing
and amount of future estimated production; development and advancement of the Projects; success of mining operations; treatment under
regulatory regimes; ability to realize value from the Company’s assets; adequacy of the Company’s financial resources; environmental
matters, including reclamation expenses; insurance coverage; title disputes or claims, including the status of the “Precautionary
Measures” filed by the Company’s subsidiary Macusani Yellowcake S.A.C. (“Macusani”), the outcome of the judicial
appeal process, and any and all future remedies pursued by the Company and its subsidiary Macusani to resolve the title for 32 of its
concessions; the anticipated New Uranium Regulations affecting Peru; and limitations on insurance coverage any other statements regarding
the business plans, expectations and objectives of the Company; and any other information contained herein that is not a statement of
historical fact. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”
or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such
words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”
or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology.
In this document, certain forward-looking statements are identified by words including “may”, “future”, “expected”,
“intends” and “estimates”.



Forward-looking statements are based on management’s
reasonable estimates, expectations, analyses and opinions at the date the information is provided and is based on a number of assumptions
and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from
those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include, without limitation:
that no significant event will occur outside the ordinary course of business of the Company; the Company’s ability to achieve its
stated goals and objectives, including the anticipated benefits of the acquisition of Plateau and its subsidiaries; legislative and regulatory
environment; impact of increasing competition; current technological trends; price of lithium, uranium and other metals; costs of development
and advancement; anticipated results of exploration and development activities; the ability to operate in a safe and effective manner;
and the ability to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive. Further, the
aforementioned assumptions may be affected by the long lasting negative disruptive effects of the coronavirus (“COVID-19”)
pandemic, which resulted in a widespread health crisis that continues to affect the economies and financial markets of many countries
around the world, as well as the ongoing Russo-Ukrainian War, which has resulted increased volatility in commodity markets. The consequences
of the COVID-19 pandemic, as well as the ongoing Russo-Ukrainian War, include global stock market and financial market volatility; operating,
supply chain and project development delays and disruptions; and increased interest rates, all of which have and could further affect
commodity prices, credit ratings and credit risk. The ongoing effects of the COVID-19, and any escalation of the Russo-Ukrainian War,
could have a material adverse impact on the Company’s plans, operations, financial condition, and the market for its securities;
however, as at the date of this Annual Report, such impact cannot be reasonably estimated. Although the Company believes that the current
opinions and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue
reliance should not be placed on forward-looking statements since the Company can provide no assurance that such opinions and expectations
will prove to be correct.











All forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including risks,
uncertainties and assumptions related to: the Company’s ability to achieve its stated goals, including the benefits of the acquisition
of Plateau and its subsidiaries; the estimated valuation of the Company being accurate; the estimated costs associated with the advancement
of the Projects; legislative changes that impact operations of the Company; risks and uncertainties relating to the COVID-19 or similar
such pandemics; the anticipated New Uranium Regulations affecting Peru; risks related to the certainty of title to the properties of the
Company, including the status of the “Precautionary Measures” filed by the Company’s subsidiary Macusani, the outcome
of the administrative process, the judicial appeal process, and any and all future remedies pursued by the Company and its subsidiary
Macusani to resolve the title for 32 of its concessions; the ongoing ability to work cooperatively with stakeholders, including, but not
limited to, local communities and all levels of government; the potential for delays in exploration or development activities and other
effects due to global pandemics, such as the COVID-19 pandemic; the interpretation of drill results, the geology, grade and continuity
of mineral deposits; variations in mineralization reserves, grade and recover rates; changes in project parameters as plans continue to
be refined; the possibility that any future exploration, development or mining results will not be consistent with expectations; risks
that permits or approvals will not be obtained as planned or delays in obtaining permits or approvals; mining and development risks, including
risks related to accidents, equipment breakdowns, labour disputes (including work stoppages, strikes and loss of personnel) or other unanticipated
difficulties with or interruptions in exploration and development; other risks of the mining industry; risks related to commodity price
and foreign exchange rate fluctuations; risks related to foreign operations; the cyclical nature of the industry in which the Company
operate; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining governmental
approvals; risks related to environmental regulation and liability; political and regulatory risks associated with mining and exploration;
risks related to the uncertain global economic environment and the effects upon the global market generally, and due to the pandemic measures
taken to reduce the spread of COVID-19 or any such future pandemics; any of which could continue to negatively affect global financial
markets, including the trading price of the Company’s shares and could negatively affect the Company’s ability to raise capital
and may also result in additional and unknown risks or liabilities to the Company. Other risks and uncertainties related to prospects,
properties and business strategy of the Company are identified in the “Risk Factors” section of the Company’s Annual
Information Form for the fiscal year ended February 28, 2023 (the “AIF”), filed as exhibit 99.1 hereto, as well as those factors
detailed from time to time in the Company’s condensed interim and annual consolidated financial statements, management discussion
and analysis and other recent filings that can be found at www.sec.gov.



Although the Company has attempted to identify
important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be
other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements
that are contained herein, except in accordance with applicable securities laws.



Capitalized terms under the heading “Forward-Looking
Statements” and not otherwise defined herein have the meanings given to them in the AIF.



DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING
PRACTICES



The Company is permitted, under the MJDS,
to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States.
The Company prepares its financial statements, which are filed with this Annual Report, in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board, and the audit is subject to the Public Company
Accounting Oversight Board Standards. In addition, the Company is not required to prepare a reconciliation of its financial statements
between IFRS and U.S. generally accepted accounting principles, and has not quantified such differences, which may be significant.













CAUTIONARY NOTE TO U.S. INVESTORS



Disclosure regarding Mineral Reserve
and Mineral Resource estimates included in the documents incorporated by reference herein were prepared in accordance with Regulation
43-101 respecting Standards of Disclosure for Mineral Projects (“NI 43-101”) and applicable mining terms are as defined in
accordance with the CIM Definition Standards on Mineral Resources and Reserves adopted by the Canadian Institute of Mining, Metallurgy
and Petroleum Council (the “CIM Definition Standards”), as required by NI 43-101. Unless otherwise indicated, all reserve
and resource information included in the documents incorporated by reference herein have been prepared in accordance with the CIM Definition
Standards, as required by NI 43-101.



NI 43-101 is a rule developed by the Canadian
Securities Administrators that establishes the Canadian standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects. These standards differ from the requirements of the United Securities and Exchange Commission
(the “SEC”) applicable to United States companies. Accordingly, mineral resource and reserve information contained in the
documents incorporated by reference herein may not be comparable to similar information made public by United States companies reporting
pursuant to SEC reporting and disclosure requirements.



CURRENCY



Unless otherwise indicated, all dollar
amounts in this Annual Report on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars,
based upon the daily exchange rate as quoted by the Bank of Canada, was US$1.00 = CDN$1.3609 on February 28, 2023 and US$1.00 = CDN$1.3628
on May 26, 2023.



ANNUAL INFORMATION FORM



The AIF is filed as Exhibit 99.1 to this Annual
Report and is incorporated by reference herein.



AUDITED FINANCIAL STATEMENTS



The audited consolidated financial statements
of the Company for the years ended February 28, 2023 and 2022, including the report of the independent auditor thereon (the “Financial
Statements”), are filed as Exhibit 99.2 to this Annual Report and are incorporated by reference herein.



MANAGEMENT’S DISCUSSION AND ANALYSIS



The Company’s Management’s Discussion
and Analysis (the “MD&A”) dated May 29, 2023 for the year ended February 28, 2023, is filed as Exhibit 99.3 to this Annual
Report and is incorporated by reference herein.



CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND PROCEDURES





Disclosure Controls and Procedures



As of the end of the period covered by this Annual
Report, the Company carried out an evaluation, under the supervision of the Company’s Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that,
as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Company’s
management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.



While the Company’s principal executive
officer and principal financial officer believe that the Company’s disclosure controls and procedures provide a reasonable level
of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures or internal control
over financial reporting will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met.











Management’s Annual Report On Internal Control Over Financial
Reporting



This Annual Report does not include a report of management’s assessment
regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.



Attestation Report of the Registered Public Accounting Firm



This Annual Report does not include an attestation
report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.



Changes Internal Control Over Financial Reporting



During the period covered by this Annual Report,
no change occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting.



AUDIT COMMITTEE



The Board of Directors has a separately designated
standing Audit Committee established for the purpose of overseeing the accounting and financial reporting processes of the Company and
audits of the financial statements of the Company in accordance with Section 3(a)(58)(A) of the Exchange Act and Nasdaq Stock Market Rule
5602(c). As of the date of this Annual Report, the Company’s Audit Committee is comprised of G.A. (Ben) Binninger, Claudia Tornquist,
and Carsten Korch, each of whom are independent based on the criteria for independence prescribed by Rule 10A-3 of the Exchange Act and
Nasdaq Stock Market Rule 5605(a)(2). The Audit Committee meets the composition requirements set forth by Section 5605(c)(2) of the Nasdaq
Stock Market Rules.

The Board of Directors has also determined that
each member of the Audit Committee is financially literate, meaning each such member has the ability to read and understand a set of financial
statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s
financial statements.

Audit Committee Financial Expert

The Board of Directors has determined that G.A.
(Ben) Binninger and Claudia Tornquist qualify as financial experts (as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange
Act) and Nasdsaq Stock Market Rule 5605(c)(2)(A); and are independent (as determined under Exchange Act Rule 10A-3 and Nasdaq Stock Market
Rule 5605(a)(2)).

The SEC has indicated that the designation or identification
of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties,
obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors
who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee
or board of directors.



CODE OF ETHICS



The Company’s
Code of Conduct (the “Code”) applies to allemployees, officers and members of the Board of Directors of
the Company, including the CEO and CFO. Since the adoption of the Code, there have not been any waivers, including implied waivers, from
any provision of the Code. A copy of the Code can be found on the Company’s internet website at the following address: www.americanlithiumcorp.com/about-us/#governance.











PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table sets forth the fees billed
to the Registrant by Ernst & Young LLP, Chartered Professional Accountants, located in Toronto, Ontario, Canada PCAOB ID# 1263) for
professional services rendered in each of the years ended February 28, 2023 and February 28, 2022. During these years, Ernest & Young
LLP was the Registrant’s only external auditor.



|                   | Fiscal Year Ended February 28, 2023 | Fiscal Year Ended February 28, 2022
|------------------ | ----------------------------------- | -----------------------------------
|Audit Fees         | $254,120                            | $150,000                           
|Audit-Related fees | -                                   | -                                  
|Tax fees           | $19,795                             | $44,512                            
|All Other Fees     | -                                   | -                                  





The Registrant’s
Audit Committee has not adopted specific policies or procedures for the engagement of non-audit services. However, the Registrant’s
Audit Committee may approve, from time to time, expenses made for non-audit-related services contracts. All audit and non-audit fees paid
toErnst & Young LLP for the financial year ended February 28, 2022, were pre-approved by the
Audit Committee and none were approved on the basis of the de minimis exemption set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.



OFF-BALANCE SHEET ARRANGEMENTS



The information provided under the heading “Off-Balance Sheet
Arrangements” contained in the MD&A, filed as Exhibit 99.3 hereto, is incorporated by reference herein.



CONTRACTUAL OBLIGATIONS



The following table lists, as of February 28, 2023, information with respect
to the Registrant’s known contractual obligations.



|                                                                                                                        |  | Payments due by period
|----------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|Contractual Obligations                                                                                                 |  | Total                 
|Long-Term Debt Obligations                                                                                              |  |                       
|Capital (Finance) Lease Obligations                                                                                     |  | $                     
|Operating Lease Obligations                                                                                             |  |                       
|Purchase Obligations                                                                                                    |  |                       
|Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements |  |                       
|Total                                                                                                                   |  | $                     



nasdaq Corporate Governance



The Registrant is a “foreign private
issuer” as defined in Rule 3b-4 under Exchange Act and its common shares are listed on Nasdaq and the TSXV. Rule 5615(a)(3) of Nasdaq
Stock Market Rules permits foreign private issuers to follow home country practices in lieu of certain provisions of Nasdaq Stock Market
Rules. A foreign private issuer that follows home country practices in lieu of certain provisions of Nasdaq Stock Market Rules must disclose
ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual
report that it distributes to shareholders in the United States. A description of the ways in which the Registrant’s governance
practices differ from those followed by domestic companies pursuant to Nasdaq Stock Market Rules are as follows:











Majority Independent Directors:
The Registrant does not follow Nasdaq Stock Market Rule 5605(b)(1), which requires listed companies to have a majority of the board of
directors comprised of “Independent Directors” as defined in Nasdaq Stock Market Rule 5605(a)(2). In lieu of following Nasdaq
Stock Market Rule 5605(b)(1), the Registrant follows the rules of the TSXV.



Executive Sessions: The Registrant
does not follow Nasdaq Stock Market Rule 5605(b)(2), which requires listed companies to have their Independent Directors regularly schedule
meetings at which only Independent Directors are present. In lieu of following Nasdaq Stock Market Rule 5605(b)(2), the Registrant follows
the rules of the TSXV.



Audit Committee Charter: The
Registrant does not follow Nasdaq Stock Market Rule 5605(c)(1), which requires listed companies to adopt a formal written audit committee
charter that specifies the scope of its responsibilities and the means by which it carries out those responsibilities; the outside auditor's
accountability to the audit committee; and the audit committee's responsibility to ensure the independence of the outside auditor. In
lieu of following Nasdaq Stock Market Rule 5605(c)(1), the Registrant follows the rules of the TSXV.



Compensation Committee Charter:
The Registrant does not follow Nasdaq Stock Market Rule 5605(d)(1), which requires listed companies to adopt a formal written compensation
committee charter and have a compensation committee review and reassess the adequacy of the charter on an annual basis. In lieu of following
Nasdaq Stock Market Rule 5605(d)(1), the Registrant follows the rules of the TSXV.



Composition of Compensation Committee:
The Registrant does not follow Rule Nasdaq Stock Market 5605(d)(2), which requires listed companies to have a compensation committee comprised
of at least two members, with each member being an Independent Director as defined under Nasdaq Stock Market Rule 5605(a)(2). In lieu
of following Nasdaq Stock Market Rule 5605(d)(2), the Registrant follows the rules of the TSXV.



Independent Director Oversight of
Director Nominations: The Registrant does not follow Nasdaq Stock Market Rule 5605(e)(1), which requires Independent Director
involvement in the selection of director nominees, by having a nominations committee comprised solely of Independent Directors. In lieu
of following Nasdaq Stock Market Rule 5605(e)(1), the Registrant follows the rules of the TSXV.



Nominations Committee Charter:
The Registrant does not follow Nasdaq Stock Market Rule 5605(e)(2), which requires listed companies to adopt a formal written nominations
committee charter or board resolution, as applicable, addressing the director nomination process and such related matters as may be required
under the federal securities laws. In lieu of following Nasdaq Stock Market Rule 5605(e)(2), the Registrant follows the rules of the TSXV.



Shareholder Meeting Quorum Requirements:
The Registrant does not follow Nasdaq Stock Market Rule 5620(c) which requires that the minimum quorum requirement for a meeting of shareholders
be 33 1/3 % of the outstanding common shares. In addition, Nasdaq Stock Market Rule 5620(c) requires that an issuer listed on Nasdaq state
its quorum requirement in its by-laws.  In lieu of following Nasdaq Stock Market Rule 5620(c), the Registrant follows the rules of
the TSXV.



The foregoing is consistent with applicable
laws, customs and practices in Canada.



Notices Pursuant to
Regulation BTR



There were no notices required by Rule 104 of
Regulation BTR that the Company sent during the year ended February 28, 2023 concerning any equity security subject to a blackout period
under Rule 101 of Regulation BTR.













MINE SAFETY DISCLOSURE



Not applicable.



DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS



Not applicable.



Recovery of Erroneously
Awarded Compensation



Not applicable.























Exhibit Index



|Exhibit Number | Description                                                                                                                             
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|99.1           | Annual Information Form dated May 29, 2023 for the fiscal year ended February 28, 2023                                                  
|99.2           | Audited Consolidated Financial Statements as at and for the years ended February 28, 2023 and 2023                                      
|99.3           | Management’s Discussion and Analysis dated May 29, 2023 for the year ended February 28, 2023                                            
|99.4           | Consent of Independent Registered Public Accounting Firm                                                                                
|99.5           | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
|99.6           | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
|99.7           | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                      
|99.8           | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                      
|99.9           | Consent of Qualified Person (Ted O’Connor)                                                                                              
|99.10          | Consent of Qualified Person (John Joseph Riordan)                                                                                       
|99.11          | Consent of Qualified Person (Valentine Eugene Coetzee)                                                                                  
|99.12          | Consent of Qualified Person (Derek J. Loveday)                                                                                          
|99.13          | Consent of Qualified Person (Satjeet Pandher)                                                                                           
|99.14          | Consent of Qualified Person (Joan C. Kester)                                                                                            
|99.15          | Consent of Qualified Person (Sean Ennis)                                                                                                
|99.16          | Consent of Qualified Person (Michael Short)                                                                                             
|101.INS*       | Interactive Data File                                                                                                                   
|101.SCH*       | XBRL Taxonomy Extension Schema                                                                                                          
|101.CAL*       | XBRL Taxonomy Extension Calculation Linkbase                                                                                            
|101.DEF*       | XBRL Taxonomy Extension Definition Linkbase                                                                                             
|101.LAB*       | XBRL Taxonomy Extension Label Linkbase                                                                                                  
|101.PRE*       | XBRL Taxonomy Extension Presentation Linkbase                                                                                           



*To be filed by amendment.











UNDERTAKING



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



CONSENT TO SERVICE OF PROCESS



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



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





















SIGNATURES



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



| | American Lithium Corp.        
| | ------------------------------
| |                               
| | By: /s/ Simon Clarke          
| | Name: Simon Clarke            
| | Title: Chief Executive Officer
| |                               
| | Date: May 30, 2023