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CORRESP
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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

April 4, 2016

Via EDGAR

    United States Securities and Exchange Commission
Division
    of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

    Attn:
    Tom Kluck

    Branch Chief, Office of Real Estate and
      Commodities

    Re:
    Lightbridge Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed March 25, 2016

    File No. 001-34487

Ladies and Gentlemen:

On behalf of Lightbridge
Corporation (“Lightbridge” or the “Company”), set forth below is the response to
the comment received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter
dated April 1, 2016, with respect to the above-referenced filing.

Proposal 3 — Approval, pursuant to Nasdaq Listing Rule
5635(d), of the issuance of additional 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 approval 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.

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
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Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information
see www.hoganlovells.com

United States Securities and Exchange Commission
Mr. Tom
Kluck
April 4, 2016
Page 2

RESPONSE:

The Company acknowledges the
Staff’s comment and intends to revise the disclosure to reflect that (i) the
Company is seeking stockholder approval only for the issuance by the
Company of 20% or more of the number of shares of common stock outstanding at
the time of the Company’s entry into the common stock purchase agreement with
Aspire Capital Fund, LLC on September 4, 2015, and the Company is not
seeking stockholder approval for Aspire Capital to exceed the separate 19.99%
beneficial ownership limitation, which limits the number of shares Aspire
Capital may beneficially own at any one time, and (ii) the stockholder approval
will authorize the Company to issue up to 15,000,000 shares of common stock
under the common stock purchase agreement, and the Company will seek additional
stockholder approval before issuing more than such 15,000,000 shares.

The Company intends to add the
following paragraph at the end of the section entitled “Stockholder Approval
Requirement” under Proposal 3:

We are seeking stockholder approval for
the issuance of up to 15,000,000 shares of our common stock under the purchase
agreement, which is the number of shares the Board of Directors has reserved for
issuance under the purchase agreement, and we would seek additional stockholder
approval before issuing more than such 15,000,000 shares. We would also seek
additional stockholder approval before agreeing to any increase in the value of
the shares of common stock we may issue to Aspire Capital under the purchase
agreement above $10.0 million.

In addition, the Company intends
to add the following disclosure under the heading entitled “Reasons for
Transaction and Effect on Current Stockholders”:

The purchase agreement provides that
the Company shall not issue, and Aspire Capital shall not purchase, any shares
of our common stock under the purchase agreement if such shares proposed to be
issued and sold, when aggregated with all other shares of our common stock then
owned beneficially (as calculated pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended) by Aspire Capital and its affiliates, would
result in the beneficial ownership by Aspire Capital and its affiliates of more
than 19.99% of our then issued and outstanding shares of common stock. Unlike
the 19.99% exchange cap, which limits the aggregate number of shares we may
issue to Aspire Capital under the purchase agreement, this beneficial
ownership limitation limits the number of shares Aspire Capital may
beneficially own at any one time to 19.99% of our outstanding common
stock. Consequently, the number of shares Aspire Capital may beneficially own in
compliance with the beneficial ownership limitation may increase over time as
the number of outstanding shares of our common stock increases over time. Aspire
Capital may sell some or all of the shares it purchases under the purchase
agreement, permitting it to purchase additional shares in compliance with the
beneficial ownership limitation. The beneficial ownership limitation reflects
the requirements of Nasdaq Listing Rule 5635(b), which requires stockholder
approval prior to the issuance of securities when the issuance or potential
issuance will result in a change of control of the Company. Generally, Nasdaq
considers a change of control to have occurred when, as a result of an issuance,
an investor would own, or have the right to acquire, 20% or more of our
outstanding shares of common stock and such ownership is the largest ownership
position. We are not seeking stockholder approval to lift such 19.99% beneficial
ownership limitation. However, even with the beneficial ownership limitation,
Aspire Capital may be in a position to exert influence over the Company and there is no guarantee that the interests of Aspire Capital
will align with the interests of other stockholders.

United States Securities and Exchange Commission
Mr. Tom
Kluck
April 4, 2016
Page 3

Attached to this response letter
at Appendix A is a copy of the disclosure under Proposal 3 as so revised,
marked to show changes against the disclosure in the preliminary proxy
statement.

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.

We appreciate your prompt
attention to this matter. 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

Appendix A

Proposed Revised Disclosure

    PROPOSAL 3 —
      APPROVAL, PURSUANT TO NASDAQ LISTING RULE 5635(d), OF THE ISSUANCE OF
      ADDITIONAL SHARES OF OUR COMMON STOCK TO ASPIRE CAPITAL

We are asking our stockholders to approve the issuance of up to
$10.0 million in shares of our common stock to Aspire Capital pursuant to the
common stock purchase agreement (the “purchase agreement”) between the Company
and Aspire Capital dated September 4, 2015. The purchase agreement limits the
number of shares we can sell to Aspire Capital thereunder to 3,614,766 shares
(including 300,000 commitment shares), which equals 19.99% of the Company’s
outstanding shares as of the date of the purchase agreement (such limit, the
“19.99% exchange cap”), unless we either (i) obtain stockholder
approval to issue more than such 19.99% exchange cap or (ii) the average
price paid for all shares of common stock issued under the purchase agreement is
equal to or greater than $0.95 per share, in either case in compliance
with Nasdaq Listing Rule 5635(d).

The Company has been using the net proceeds generated from the
purchase agreement to fund its working capital needs and anticipates continuing
to do so, subject to stockholder approval of the
Company issuing shares beyond the limits imposed by the 19.99% exchange
cap. As of the date of this proxy statement this
proposal. As of March 31, 2016, the Company has sold 2,500,000 shares
of its common stock to Aspire Capital pursuant to the purchase agreement
(including the 300,000 commitment shares), for net gross
proceeds of approximately $1.4 million, and shares
remain available for sale under. Unless our stockholders
approve this proposal, the 19.99% exchange cap. If the stockholders
do not approve this proposal, the Company will be limited in
will limit the number of additional shares it
we can sell to Aspire Capital to 1,114,766 shares, and
the Company anticipates it we would
need to seek alternative sources of financing, which may include additional
transactions with Aspire Capital. We are seeking stockholder approval for the
issuance of up to 15,000,000 shares of our common stock under the
purchase agreement. We would seek additional stockholder approval before
issuing more than such 15,000,000 shares.

Background

On September 4, 2015, the Company entered into the purchase
agreement with Aspire Capital. Upon the terms and subject to the conditions and
limitations set forth in the purchase agreement, Aspire Capital is committed to
purchase up to an aggregate of $10.0 million of our shares of common stock over
the 24-month term of the purchase agreement, which commenced in January 2016. In
consideration for entering into the purchase agreement, concurrently with the
execution of the purchase agreement, we issued to Aspire Capital 300,000 shares
of our common stock as a commitment fee (referred to as the commitment shares).
We also concurrently entered into a registration rights agreement with Aspire
Capital, in which we agreed to file one or more registration statements as
permissible and necessary to register under the Securities Act of 1933 the sale
of the shares of our common stock that have been and may be issued to Aspire
Capital under the purchase agreement. The Company filed a registration statement
on Form S-1 (File No. 333-207507) registering the sale of up to 5,730,200 shares
of our common stock by Aspire Capital, which registration statement was declared
effective by the SEC on December 22, 2015.

As of March 31, 2016, there were 20,828,957
shares of our common stock outstanding (19,927,809 shares held by
non-affiliates), including the 2,500,000 shares previously issued to
Aspire Capital pursuant to the purchase agreement. If we were to issue to Aspire
Capital all 5,730,200 shares of our common stock previously registered for sale,
such shares would represent have represented
approximately 23.8% of the total common stock outstanding or
approximately 24.7% of the non-affiliate shares of common stock
outstanding as of the date hereof March 31, 2016. Under
the purchase agreement, we have the right but not the obligation to
issue register for sale more than the 5,730,200 shares
of common stock previously registered, subject to stockholder approval
to issue shares beyond the 19.99% exchange cap. As of
the date of this proxy statement, we do not have any plans or intent to issue to
Aspire Capital any shares of common stock in addition to the 5,730,200 shares of
common stock previously registered.

On January 8, 2016, the conditions to the commencement under
the purchase agreement were satisfied. On any trading day on which the closing
sale price of our common stock equals or exceeds $0.10 per share, we have the
right, in our sole discretion, to present Aspire Capital with a purchase notice
(each a “purchase notice”) directing Aspire Capital (as principal) to purchase
up to 100,000 shares of our common stock per trading day, provided that the
aggregate price of such purchase shall not exceed $250,000 per trading day, up
to $10.0 million of our common stock in the aggregate. The purchase price of
such shares is equal to the lesser of:

    •

      the lowest sale price of our common stock on the purchase
      date; or

    •

      the arithmetic average of the three lowest closing sale
      prices for our common stock during the twelve consecutive trading days
      ending on the trading day immediately preceding the purchase date.

In addition, on any date on which we submit a purchase notice
for 100,000 shares to Aspire Capital and the closing sale price of our stock
equals or exceeds $0.10 per share of common stock, we also have the right, in
our sole discretion, to present Aspire Capital with a volume-weighted average
price (VWAP) purchase notice directing Aspire Capital to purchase an amount of
stock equal to up to 30% of the aggregate shares of the Company’s common stock
traded on the Nasdaq Capital Market on the next trading day, subject to a
maximum number of shares we may determine and a minimum trading price. The VWAP
purchase price of such shares is the lower of:

    •
    the closing sale price on the VWAP purchase
      date; or

    •
    95% of the volume-weighted average price for
      our common stock traded on the Nasdaq Capital Market:

    •

      on the VWAP purchase date, if the aggregate shares to be
      purchased on that date have not exceeded the maximum permitted to be sold
      pursuant to the purchase agreement; or

    •

      during that portion of the VWAP purchase date until such
      time as the sooner to occur of (i) the time at which the aggregate shares
      traded on the Nasdaq Capital Market exceed the maximum permitted to be
      sold pursuant to the purchase agreement, or (ii) the time at which the
      sale price of the Company’s common stock falls below the specific minimum
      price threshold.

The purchase agreement provides that the Company and Aspire
Capital shall not effect any sales under the purchase agreement on any purchase
date where the closing sale price of our common stock is less than $0.10 per
share (the “floor price”). The floor price and the respective prices and share
numbers in the preceding paragraphs shall be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction. There are no trading volume requirements or
restrictions under the purchase agreement, and we will control the timing and
amount of any sales of our common stock to Aspire Capital. Aspire Capital has no
right to require any sales by us, but is obligated to make purchases from us as
we direct in accordance with the purchase agreement. There are no limitations on
use of