SecProbe.io

Mailstop 3233
April 1, 2016

Via E -mail
Linda Zwobota
Chief Financial Officer and Treasurer
Lightbridge Corporation
11710 Plaza America Drive, Suite 2000
Reston, VA 20190

Re: Lightbridge Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed March 25, 2016
File No. 001-34487

Dear Ms. Zwobota :

We have reviewed your filing an d have the following comment .  Please respond to this
comment  within ten busine ss days by providing the requested information or advise us as soon as
possible when you will respond.  If you  do not believe our comment applies  to your facts and
circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Proposal 3 — Approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of additio nal
shares of our common stock to Aspire Capital under the common stock purchase agreement
between the Company and Aspire Capital dated September 4, 2015

1. We note that you are seeking approval of the issuance of up to $10.0 million in shares of
your common  stock to Aspire Capital.  We further note your disclosure stating “. . . the
purchase agreement limits Aspire Capital to beneficially owning no more than 19.99% of
our issued and outstanding common stock at any time (and we are not seeking
stockholder app roval to lift such beneficial ownership limitation).”  Finally, we note that
Nasdaq Listing Rule 5635(d) requires stockholder approval for certain issuances of 20%
or more of a listed company’s outstanding shares.  Please revise your disclosure to
disclose  the maximum number of shares that may be issued pursuant to this authorization.
Please further revise to clarify whether you are asking stockholders to approve the
potential issuance of 20% or more of your outstanding shares prior to such issuance.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are

Linda Zwobota
Lightbridge Corporation
April 1, 2016
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Sara von Althann, Attorney -Advisor,  at (202) 551-3207  or me at (202)
551-3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Branch Chief
Office of Real Estate and
Commodities
cc: David Crandall
 Hogan Lovells US LLP