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   Lightbridge Corp.: CORRESP - Filed by newsfilecorp.com

    Hogan Lovells US LLP

    One Tabor Center, Suite 1500

    1200 Seventeenth Street

    Denver, CO 80202

    T +1 303 899 7300

    F +1 303 899 7333

    www.hoganlovells.com

    David R. Crandall

    Direct: +1 303 454 2449

david.crandall@hoganlovells.com

December 3, 2015

Via EDGAR & Federal Express

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

    Mail Stop 3233

    Attn:
    Kim McManus

    Senior Attorney, Office of Real Estate and
      Commodities

    Re:
    Lightbridge Corporation

    Form 10-K and 10-K/A for the Fiscal Year Ended
      December 31, 2014

    Filed March 25, 2015 and April 30, 2015

    File No. 001-34487

Ladies and Gentlemen:

On behalf of Lightbridge Corporation (“Lightbridge” or the
“Company”), set forth below are responses to comments received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated November 18, 2015, with respect to
the above-referenced filings. To address the Staff’s comments, on November 23,
2015, the Company filed an amendment to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2014 (the “Amended Form 10-K”).

For your convenience, the text of the Staff’s comments is set
forth below in bold, followed in each case by the response. The responses
provided herein are based on discussions with, and information furnished by, the
Company and its advisors.

The undersigned is responding separately to comments from the
Staff concerning the Registration Statement on Form S-1 (File No. 333-207507)
filed by the Company on October 19, 2015. The Company has requested confidential
treatment for certain exhibits filed in response to comment 2 below, and
respectfully requests the Staff’s review and action upon the confidential
treatment request by December 14, 2015.

Hogan Lovells US LLP is a limited liability partnership
registered in the District of Columbia. “Hogan Lovells” is an international
legal practice that includes Hogan Lovells US LLP and Hogan Lovells
International LLP, with offices in: Alicante Amsterdam Baltimore Beijing
Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg
Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York
Northern Virginia Paris Philadelphia Rio de Janeiro Rome San Francisco São Paulo
Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC
Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information
see www.hoganlovells.com

United States Securities and Exchange Commission
Ms. Kim
McManus
December 3, 2015
Page 2

Form 10-K filed March 25, 2015

General

    1.

      You indicated by check mark that you have not filed
      reports required to be filed by Section 13 and 15(d) of the
      Securities Exchange Act of 1934 during the preceding 12 months.
      Please tell us which Exchange Act reports you failed to file during
      the referenced time period.

RESPONSE:

The Company checked the incorrect box on the cover of the Form
10-K filed on March 25, 2015. As of the date of the filing of the Form 10-K on
March 25, 2015, the Company had filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months and had been subject to such filing requirements for the past 90 days.
In connection with filing Amendment No. 1 to the Form 10-K filed on April 30,
2015, the Company noted that the incorrect box had been checked on the original
Form 10-K and checked the correct box on Amendment No. 1 to the Form 10-K. The
Company has also checked the correct box on the Amended Form 10-K filed on
November 23, 2015.

Consulting Business Segment, page 5

    2.

      We note your disclosure on page 30 that, “all of our
      revenue for the years ended December 31, 2014 and 2013 is from our
      consulting services business segment.” Please tell us why you have
      not filed the referenced material contracts as exhibits to the Form
      10-K. Refer to Item 601(b)(10) of Regulation S-K.

RESPONSE:

The Company respectfully submits that none of the consulting
agreements are “material contracts” within the meaning of Item 601(b)(10) of
Regulation S-K. While all of the Company’s revenue in fiscal years 2014 and 2013
was derived from consulting services, the main focus of the Company’s business
is its nuclear fuel technology business segment, and the consulting services are
intended solely to help defray the costs of the nuclear fuel technology business
segment, as disclosed on page 7 of the Amended Form 10-K. The consulting
agreements are not material to the Company’s business because the consulting
services business segment is not material to the Company and its future
prospects.

Even if the consulting agreements were material to the Company,
the consulting agreements were made in the ordinary course of business. The sole
business of the consulting services business segment is to provide consulting
services, and the consulting agreements are such as ordinarily accompanies the
kind of consulting business conducted by the Company. Further, the Company is
not substantially dependent upon any of the consulting agreements, and none of
the other criteria set forth in Item 601(b)(10)(ii)(A) – (D) is applicable.
Accordingly, the consulting agreements are not “material contracts” within the
meaning of Item 601(b)(10) of Regulation S-K and the Company is not required to
file such agreements.

However, solely for the purpose of resolving the Staff’s
comments, the Company has filed all consulting agreements contributing more than
10% of revenues in either of fiscal years 2014 or 2013 as Exhibits 10.13 through
10.27 of the Amended Form 10-K filed on November 23, 2015. Several of the consulting agreements (specifically, Exhibit Nos. 10.13,
10.18, 10.19, 10.20, 10.21, 10.22, 10.23, 10.24, 10.25 and 10.27) contain
competitively sensitive provisions, and the Company has requested confidential
treatment for such provisions. The Company has requested the Staff’s review and
action upon the confidential treatment request by December 14, 2015, following
which the Company intends to request acceleration of the effectiveness of the
Registration Statement on Form S-1 (File No. 333-207507) filed by the Company on
October 19, 2015, which the Company intends to amend on or about December 4,
2015.

United States Securities and Exchange Commission
Ms. Kim
McManus
December 3, 2015
Page 3

Acknowledgement

We hereby inform you on behalf of the
Company that the Company acknowledges 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 do not hesitate to contact the undersigned at (303)
454-2449 if you have any questions or would like any additional information

Sincerely,

/s/ David R. Crandall

David R. Crandall

    cc:

      Seth Grae, President & CEO, Lightbridge Corporation

    Linda Zwobota, CFO & Treasurer, Lightbridge
  Corporation