What changed in Atlas Lithium Corp's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Atlas Lithium Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+322 added−294 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-14)
Top changes in Atlas Lithium Corp's 2025 10-K
322 paragraphs added · 294 removed · 73 edited across 6 sections
- Item 1A. Risk Factors+67 / −141 · 19 edited
- Item 1C. Cybersecurity+160 / −10 · 3 edited
- Item 7. Management's Discussion & Analysis+55 / −55 · 26 edited
- Item 2. Properties+8 / −53
- Item 1. Business+28 / −31 · 22 edited
Item 1. Business
Business — how the company describes what it does
22 edited+6 added−9 removed14 unchanged
Item 1. Business
Business — how the company describes what it does
22 edited+6 added−9 removed14 unchanged
2024 filing
2025 filing
Biggest changeThe list below highlights our recent initiatives to develop the communities in which we operate: Support with donations of machines and equipment for works carried out by local governments: ○ Use of our water truck for the works to improve access to local communities; ○ Improvements in the Neves community pavement; ○ Use of our earth moving equipment for a mobile phone tower in the community of Neves; ○ Use of our water truck for supplying communities and wetting roads; ○ Donation of asphalt emulsion to improve main roads in Araçuaí; Road improvements and gravel: ○ Improving road access to a municipal school and the São José das Neves community; ○ Improving road access to Comunidade Cardoso´s hill; ○ Improving road access to Neves Community; Infrastructure ○ Construction of accommodation for teachers at the Calhauzinho Community State School; ○ Construction of the sidewalk, accessibility ramp, recreation yard and improvement of the canteen at the municipal school of the São José das Neves community; ○ Construction of the support house, kitchen and courtyard of the São José das Neves Community Church; ○ Renovation and painting of the São José das Neves Community Church in partnership with the outsourced company Eco Sondagens; ○ Construction/revitalization of 14 small water storage dams for local residents; Professional development ○ Developed trainee plan for the inclusion of women students in the mining technician course; ○ Agreement with Instituto Técnico Educacional Polivalente de Araçuaí-ITEP to offer internship positions at Atlas to the institution’s best students; ○ o Partnership with SESI/SENAI/FIEMG to offer technical and professional courses using rooms on the 1st floor of our building in Araçuaí for face-to-face classes; Our current efforts are focused on hiring workers from communities near our project areas.
Biggest changeThe list below highlights our recent initiatives to develop the communities in which we operate: Support with donations of machines and equipment for works carried out by local governments: ○ Use of our water truck for the works to improve access to local communities; ○ Improvements in the Neves community pavement; ○ Use of our earth moving equipment for a mobile phone tower in the community of Neves; ○ Use of our water truck for supplying communities and wetting roads; ○ Donation of asphalt emulsion to improve main roads in Araçuaí; ○ Donation of new water pipes to replace old pipes in communities surrounding the access route to the development; and ○ Supply of culverts for drainage work in access roads used by the community and the development. 8 Table of Contents Road improvements and gravel: ○ Improving road access to a municipal school and the São José das Neves community; ○ Improving road access to Comunidade Cardoso´s hill; ○ Improving road access to Neves Community; Infrastructure ○ Construction of accommodation for teachers at the Calhauzinho Community State School; ○ Construction of the sidewalk, accessibility ramp, recreation yard and improvement of the canteen at the municipal school of the São José das Neves community; ○ Construction of the support house, kitchen and courtyard of the São José das Neves Community Church; ○ Renovation and painting of the São José das Neves Community Church in partnership with the outsourced company Eco Sondagens; ○ Construction/revitalization of 14 small water storage dams for local residents; Professional development ○ Developed trainee plan for the inclusion of women students in the mining technician course; ○ Agreement with Instituto Técnico Educacional Polivalente de Araçuaí-ITEP to offer internship positions at Atlas to the institution’s best students; ○ o Partnership with SESI/SENAI/FIEMG to offer technical and professional courses using rooms on the 1st floor of our building in Araçuaí for face-to-face classes after it becomes operational; Social ○ Donation of basic food baskets to the Association of Parents and Friends of Exceptional Children of Araçuaí; ○ Organization of a Christmas charity event for children from Neves, São José das Neves, Calhauzinho and Aguada Nova with distribution of gifts and sneakers for the children; ○ Sponsorship of traditional festivals in the communities of Neves, São José das Neves; and ○ Sponsorship of a local organization focused on developing social programs and including children in sports, offering classes in Araçuaí and other municipalities in the Jequitinhonha Valley.
We believe that we can increase our value by continuing our exploration work and quantification of our lithium mineralization, as well as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights. Our initial commercial goal is to enter production of lithium concentrate, a product which is highly sought after in the battery supply chain.
We believe that we can increase our value by continuing our exploration work and quantification of our lithium mineralization, as well as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights. Our commercial goal is to enter production of lithium concentrate, a product which is highly sought after in the battery supply chain.
Complementing the four confirmed mineralized pegmatites are six new and promising target areas designated by our geology team within our Neves Project. 6 Table of Contents Figure 2: Neves Project location within Lithium Valley. 7 Table of Contents Through geological mapping and soil geochemistry work, six promising exploration targets have been identified within the Neves Project, as shown in the map below. 8 Table of Contents Raw Materials We do not have any material dependence on any raw materials or raw material supplier.
Complementing the four confirmed mineralized pegmatites are six new and promising target areas designated by our geology team within our Neves Project. 5 Table of Contents Figure 2: Neves Project location within Lithium Valley. 6 Table of Contents Through geological mapping and soil geochemistry work, six promising exploration targets have been identified within the Neves Project, as shown in the map below. 7 Table of Contents Raw Materials We do not have any material dependence on any raw materials or raw material supplier.
In particular, we are focused on the Neves Project (as defined below), which is a part of MGLP. The Neves Project is depicted in Figure 1. Figure 1: Neves Project mineral rights. We are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil.
In particular, we are focused on the Neves Project (as defined below), which is a part of MGLP. The Neves Project is depicted in Figure 1. Figure 1: Neves Project mineral rights. 4 Table of Contents We are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil.
We operated with the name “Brazil Minerals, Inc.” until September 26, 2022, when we changed our name to “Atlas Lithium Corporation.” In January 2023, we completed a public offering of shares of our common stock and on January 10, 2023 began trading on the Nasdaq Capital Market under the ticker symbol “ATLX.” Legal Proceedings We are not a party to any material legal proceedings.
We operated with the name “Brazil Minerals, Inc.” until September 26, 2022, when we changed our name to “Atlas Lithium Corporation.” In January 2023, we completed a public offering of shares of our common stock and on January 10, 2023 began trading on the Nasdaq Capital Market under the ticker symbol “ATLX.” Available Information We maintain a website at www.atlas-lithium.com.
In addition to our lithium exploration activities, we also own approximately 32.7% of the shares of common stock of Atlas Critical Minerals Corporation (formerly known as Jupiter Gold Corporation) (OTCBQ: JUPGF), as of December 31, 2024.
In addition to our lithium exploration activities, we also own approximately 28.06% of the shares of common stock of Atlas Critical Minerals Corporation (Nasdaq: ATCX) (formerly known as Jupiter Gold Corporation, “Atlas Critical Minerals”), as of December 31, 2025.
We believe that we maintain a good relationship with ANM. 9 Table of Contents Environmental Regulation and Compliance Environmental regulation in Brazil is carried out by state-level agencies, which may have multiple offices, including one for each region of the state.
Extractions requests require detailed economic viability studies. We have been issued exploration licenses for our key areas for lithium. We believe that we maintain a good relationship with ANM. Environmental Regulation and Compliance Environmental regulation in Brazil is carried out by state-level agencies, which may have multiple offices, including one for each region of the state.
Our current focus is the development from exploration to active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known lithium-bearing pegmatitic district, which has been denominated by the government of Minas Gerais as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.
The project is located within a well-known lithium-bearing pegmatitic district designated by the state government as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.
We are in the process of assembling our modular dense media separation (DMS) lithium processing plant in furtherance of our goals to begin lithium production at our Neves Project. Our DMS processing plant was manufactured in South Africa. It was designed to produce 150,000 tons of lithium concentrate per annum (“tpa”).
In 2025, we received our modular dense media separation lithium processing plant (“DMS Plant”), which was manufactured in South Africa. It was designed to produce approximately 150,000 tons of lithium concentrate per annum (“tpa”).
Pegmatites are igneous rocks that form during the final stages of a granitic magma’s crystallization. They are readily identifiable by their exceptionally coarse crystalline texture, with individual crystals averaging one centimeter or more in size.
They are readily identifiable by their exceptionally coarse crystalline texture, with individual crystals averaging one centimeter or more in size.
We believe that we maintain a good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our current needs. On June 21, 2023, the government of the state of Minas Gerais in Brazil provided us with written notice granting us priority status for review of environmental permitting and licensing.
We believe that we maintain a good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our current needs. On October 26, 2024, we received the operating license for our Neves Project in the state of Minas Gerais, Brazil, following the completion of the environmental permitting and licensing process.
Environmental, Social and Governance We are committed to Environmental, Social, and Corporate Governance (“ESG”) causes. We believe that our efforts make a difference in the communities in which we operate.
We believe that our efforts make a difference in the communities in which we operate.
This development meaningfully expedited the permitting and licensing of the Neves Project, resulting in the grant of the operating license on October 26, 2024. The current environmental regulations state that for the duration of mining operations and for a period of five years after all mining operations have ceased, we would still be required to perform any necessary recuperation work.
The current environmental regulations state that for the duration of mining operations and for a period of five years after all mining operations have ceased, we would still be required to perform any necessary recuperation work. Environmental, Social and Governance We are committed to Environmental, Social, and Corporate Governance (“ESG”) causes.
The applications for such licenses must contain, among other things, a project for the exploration work to be undertaken. If approved, we have three years (subject to extension to up to an additional three years) to conduct exploration activities in accordance with the approved plan and prove the existence of the mineral and quantify a deposit.
If approved, we have three years (subject to extension to up to an additional three years) to conduct exploration activities in accordance with the approved plan and prove the existence of the mineral and quantify a deposit. Once exploration is completed, ANM requires a final exploration report which, if approved, allows for the application of an extraction license.
This milestone marks a significant step in our progression toward becoming the next lithium producer in Brazil’s resource-rich Lithium Valley. 5 Table of Contents Geology The EBP is considered to be one of the world’s largest geologic belts of granite and related pegmatite intrusive bodies, encompassing more than 150,000 km 2 and with more than 90% of the belt located in eastern Minas Gerais.
Geology The EBP is considered to be one of the world’s largest geologic belts of granite and related pegmatite intrusive bodies, encompassing more than 150,000 km 2 and with more than 90% of the belt located in eastern Minas Gerais. Pegmatites are igneous rocks that form during the final stages of a granitic magma’s crystallization.
Many of these communities have high levels of unemployment, and we believe that we are making a positive contribution by hiring local personnel at wages that are above the regional monthly wages. Form and Year of Organization We were incorporated in the State of Nevada on December 15, 2011, under the name Flux Technologies, Corp.
Our current efforts are focused on hiring workers from communities near our project areas. Many of these communities have high levels of unemployment, and we believe that we are making a positive contribution by hiring local personnel at wages that are above the regional monthly wages.
Atlas Critical Minerals Corporation (“Atlas Critical Minerals”) is an exploration stage company focused on the exploration and development of mineral rights relating to certain critical minerals such as rare earths, copper, graphite, nickel, iron, gold and quartzite. The results of operations of Atlas Critical Minerals are consolidated in our financial statements under generally accepted accounting principles in the U.S. (“U.S.
Atlas Critical Minerals is an exploration stage company focused on the exploration and development of mineral rights relating to certain critical minerals such as rare earths, copper, graphite, nickel, iron, gold and quartzite. On January 9, 2026, Atlas Critical Minerals commenced trading on the Nasdaq Capital Market under the ticker symbol “ATCX”.
Government Regulation Mining Regulation and Compliance Mining regulation in Brazil is carried out by the National Mining Agency (“ANM”), a federal entity with offices in each state in Brazil. We are required to file for exploration licenses for each mineral right that we own with the ANM office of the state in which such mineral right is located.
All of the raw materials that we need are available from numerous suppliers and at market-driven prices. Government Regulation Mining Regulation and Compliance Mining regulation in Brazil is carried out by the National Mining Agency (“ANM”), a federal entity with offices in each state in Brazil.
From inception until December 18, 2012, we were focused on the software business, which business was discontinued.
Form and Year of Organization We were incorporated in the State of Nevada on December 15, 2011, under the name Flux Technologies, Corp. From inception until December 18, 2012, we were focused on the software business, which business was discontinued.
Employees As of the date of this Annual Report, we have 70 employees, out of which 60% are represented by a private federation of employees in the extractive industries of the state of Minas Gerais. Representation by such an entity is mandatory for non-management workers in the mining industry in Minas Gerais.
Employees As of the date of this Annual Report, we have 64 employees, out of which 75% are unionized, with certain employees represented by a private federation of employees in the extractive industries of the state of Minas Gerais (the “Employee Federation”) and the remainder represented by a labor union.
We entered into the collective bargaining agreements adopted by the federation in March 2024, which set forth standard working requirements and employee benefits. We maintain a good relationship with our employees and the federation. 10 Table of Contents
We believe that we maintain a good relationship with our employees, the federation and the labor union. 9 Table of Contents
For more information about the Option Agreement, please see “Item 2. Properties—Other Critical Minerals. ” 4 Table of Contents Minas Gerais Lithium Project Our most material property at this time is the Minas Gerais Lithium Project (“MGLP”), which comprises 85 mineral rights totaling approximately 468 km 2 .
The results of operations of Atlas Critical Minerals are consolidated in our financial statements under generally accepted accounting principles in the U.S. (“U.S. GAAP”). Minas Gerais Lithium Project The Minas Gerais Lithium Project (“MGLP”) comprises 85 mineral rights totaling approximately 468 km 2 , representing our most material property.
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GAAP”). On November 19, 2024, Atlas Critical Minerals consummated a merger with our majority-owned subsidiary, Apollo Resources Corporation, with Atlas Critical Minerals continuing its corporate existence as the surviving corporation (the “Merger”).
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Our current focus is the continued advancement of our hard-rock lithium project in Minas Gerais, Brazil toward active mining.
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For more information about the Merger, please see “ Note 7 – Related Party Transactions—Merger of Atlas Critical Minerals Corporation and Apollo Resources Corporation .” On December 18, we entered into an Option Agreement (as defined below) with Atlas Critical Minerals pursuant to which we sold an Option (as defined below) to Atlas Critical Minerals to acquire 100% of the equity interests of our subsidiary, Brazil Minerals Resources Corporation.
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This milestone marks a significant step in our progression toward becoming the next lithium producer in Brazil’s resource-rich Lithium Valley. During the fourth quarter of 2025, we made strong progress in the procurement process for the project tasks and other contracted work (collectively referred to herein as “work items”) needed for the implementation of the Neves Project.
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The manufacturing process of the DMS plant was concluded in the end of 2024 and the plant was successfully shipped to Brazil. The shipment, consisting of 141 containers and 10 bulk items, departed the Port of Durban, South Africa, on February 2, 2025, and arrived in Brazil, Port of Santos, on March 7, 2025.
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Examples of such work items include assembly of our dense media separation plant and earth works. We have generally received multiple competing bids for each of the relevant work items, including 19 bids for one work item. Our supplier selection criteria are based on technical qualification and experience, and with these conditions met, then best price and terms.
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All of the raw materials that we need are available from numerous suppliers and at market-driven prices. Intellectual Property We do not own or license any intellectual property which we consider to be material.
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We are required to file for exploration licenses for each mineral right that we own with the ANM office of the state in which such mineral right is located. The applications for such licenses must contain, among other things, a project for the exploration work to be undertaken.
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Once exploration is completed, ANM requires a final exploration report which, if approved, allows for the application of an extraction license. Extractions requests require detailed economic viability studies. We have been issued exploration licenses for our key areas for lithium.
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On August 14, 2025, the Minas Gerais state agency responsible for permitting applications issued an extensive technical report recommending approval of the Company’s expansion permit application .
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For instance, in the state of Minas Gerais, the State Council of Environmental Policy, or COPAM, and the Regional Superintendencies of the Environment, or SUPRAM, carry out environmental permitting and licensing processes.
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Representation by the Employee Federation is legally mandatory for all extractive enterprises with respect to their non-management workers under labor laws. We have collective bargaining agreements adopted by the Employee Federation and labor union since March 2024 and December 2025, respectively, which set forth standard working conditions and employee benefits.
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This development followed the vote of the Economic Development Group (“EDG”) of the Secretariat for Economic Development of the state of Minas Gerais during a meeting held on June 6, 2023, approving the request that our Neves Project be analyzed by the Superintendence of Priority Projects, recently renamed as “Diretoria Regional Geral” (Regional General Directorship).
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EDG determined that the environmental licensing process, the analysis of which is necessary to determine the proper progress of our Neves Project, shall be considered a priority for the development of the state of Minas Gerais because it obtained a high score according to a matrix of specific criteria.
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Available Information We maintain a website at www.atlas-lithium.com.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
19 edited+48 added−122 removed62 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
19 edited+48 added−122 removed62 unchanged
2024 filing
2025 filing
Biggest changeMarc Fogassa, our Chief Executive Officer and Chairman. ● Our growth will require new personnel, which we will be required to recruit, hire, train and retain. ● Certain of our officers may be in a position of conflict of interest. ● We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations. ● We have a contractual dispute with RTEK International DMCC, the outcome of which is unknown at this time, and our business and operations could be negatively impacted by the termination of the Technical Services Agreement with RTEK International DMCC. ● Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations. ● We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant. 11 Table of Contents Regulatory and Industry Risks ● The mining industry subjects us to several risks. ● Our operations are, and our mineral projects will be subject to, significant government regulations, including environmental laws and regulations. ● We are required to obtain government permits in order to conduct development and mining operations, a process which is often costly and time-consuming. ● Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures. ● Mining operations face substantial health and safety regulations. ● Mineral prices are subject to unpredictable fluctuations. ● The development of non-lithium battery technologies could adversely affect us. ● The growth potential of lithium markets is uncertain. ● Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally ● Changes in public policies and legislative initiatives could materially affect our business and prospects Country and Currency Risks ● Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals. ● The perception of Brazil by the international community may affect us. ● Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.
Biggest changeMarc Fogassa, our Chief Executive Officer and Chairman. ● Our growth will require new personnel, which we will be required to recruit, hire, train and retain. ● A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements. ● Certain of our officers may be in a position of conflict of interest. ● We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations. ● Our Reliance on Third Party Consultants and Contractors Has and Could Continue to Adversely Affect Our Operations, Cost Structure, and Competitive Position ● Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations. ● We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant. ● We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration. 10 Table of Contents Regulatory and Industry Risks ● The mining industry subjects us to several risks. ● Our operations are, and our mineral projects will be subject to, significant government regulations, including environmental laws and regulations. ● We are required to obtain government permits in order to conduct development and mining operations, a process which is often costly and time-consuming. ● Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures. ● Mining operations face substantial health and safety regulations. ● Mineral prices are subject to unpredictable fluctuations. ● The development of non-lithium battery technologies could adversely affect us. ● The growth potential of lithium markets is uncertain. ● Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally. ● We are dependent upon the continued recognition of and validity of the title to our mineral rights, and preserving title may be costly. ● Changes in public policies and legislative initiatives could materially affect our business and prospects Country and Currency Risks ● Substantially all of our assets are located in Brazil and substantially all of our revenue will be derived from our operations in Brazil. ● Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals. ● The perception of Brazil by the international community may affect us. ● Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.
Any profitability in the future from our business will be dependent upon the development of at least one economic deposit and most likely further exploration and development of other economic deposits, each of which is subject to numerous risks, including all of the risks associated with developing and establishing new mining operations and business enterprises, such as: ● completion of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation; ● the timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing facilities; ● the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required; ● the availability and cost of appropriate smelting and/or refining arrangements, if required; ● compliance with stringent environmental and other governmental approval and permit requirements; ● the availability of funds to finance exploration, development, and construction activities, as warranted; ● potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities; ● potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and ● potential shortages of mineral processing, construction, and other facilities related supplies. 13 Table of Contents Further, we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined.
Any profitability in the future from our business will be dependent upon the development of at least one economic deposit and most likely further exploration and development of other economic deposits, each of which is subject to numerous risks, including all of the risks associated with developing and establishing new mining operations and business enterprises, such as: ● completion of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation; ● the timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing facilities; ● the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required; ● the availability and cost of appropriate smelting and/or refining arrangements, if required; ● compliance with stringent environmental and other governmental approval and permit requirements; ● the availability of funds to finance exploration, development, and construction activities, as warranted; ● potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities; ● potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and ● potential shortages of mineral processing, construction, and other facilities related supplies. 12 Table of Contents Further, we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined.
Our revenues, if any, net loss and results of operations may also fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays, deteriorations in our labor relations, changes in the prices of commodities or in the cost of our key inputs, currency fluctuations and severe weather phenomena. 15 Table of Contents Our ability to manage growth will have an impact on our business, financial condition and results of operations.
Our revenues, if any, net loss and results of operations may also fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays, deteriorations in our labor relations, changes in the prices of commodities or in the cost of our key inputs, currency fluctuations and severe weather phenomena. 14 Table of Contents Our ability to manage growth will have an impact on our business, financial condition and results of operations.
Once assembled, operation of the lithium processing plant will require significant ongoing operating costs, and our financial position and results of operations may be materially impacted if we are unable to fund such expenses. 14 Table of Contents Labor disruptions and a rise in labor costs could impact our business, financial condition and results of operations.
Once assembled, operation of the lithium processing plant will require significant ongoing operating costs, and our financial position and results of operations may be materially impacted if we are unable to fund such expenses. 13 Table of Contents Labor disruptions and a rise in labor costs could impact our business, financial condition and results of operations.
Approximately 60% of our workforce is unionized. We may experience labor shortages and work stoppages due to localized or industry strikes. A prolonged work stoppage or strike by unionized employees could increase costs and affect our ability to conduct our research, development or production activities.
Approximately 58% of our workforce is unionized. We may experience labor shortages and work stoppages due to localized or industry strikes. A prolonged work stoppage or strike by unionized employees could increase costs and affect our ability to conduct our research, development or production activities.
Business Risks ● Our future performance is difficult to evaluate because we have a limited operating history. ● We have a history of losses and expect to continue to incur losses in the future. ● We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits. ● Because the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost. ● We face risks related to mining, exploration, plant assembly, and mine construction, if warranted, on our properties. ● Labor disruptions and a rise in labor costs could impact on our business, financial condition and results of operations. ● Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities. ● We depend on our ability to successfully access the capital and financial markets.
Business Risks ● Risks Related to the Assembly, Commissioning, and Operation of Our DMS Plant ● Our future performance is difficult to evaluate because we have a limited operating history. ● We have a history of losses and expect to continue to incur losses in the future. ● We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits. ● Because the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost. ● We face risks related to mining, exploration, plant assembly, and mine construction, if warranted, on our properties. ● Labor disruptions and a rise in labor costs could impact on our business, financial condition and results of operations. ● We are subject to the effects of changing prices. ● Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities. ● We depend on our ability to successfully access the capital and financial markets.
We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all. In order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or debt securities or other financings.
We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all. In order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or debt securities or other financing facilities.
A shortage of qualified employees, inflationary pressure on wages, increases in minimum wages or union-agreed wages in any of the jurisdictions in which we operate could increase labor costs and have a material and adverse effect on our business, financial condition and results of operations.
A shortage of qualified employees, inflationary pressure on wages, increases in minimum wages or union-agreed wages in any of the jurisdictions in which we operate could increase labor costs and have a material and adverse effect on our business, financial condition and results of operations. We are subject to the effects of changing prices.
We have an accumulated deficit of approximately $144.4 million as of December 31, 2024. We expect to continue to incur losses unless and until such time as our projects or properties acquired in the future enter into commercial production and generate sufficient revenues to fund continuing operations and we are able to develop at least one economic deposit.
We expect to continue to incur losses unless and until such time as our projects or properties acquired in the future enter into commercial production and generate sufficient revenues to fund continuing operations and we are able to develop at least one economic deposit.
For example, for the year ended December 31, 2023, costs associated with our exploration activities were significantly higher than in prior years, which contributed to a substantial increase to our net loss for the year as compared to the prior year.
For example, for the year ended December 31, 2025, costs associated with our stock based compensation were significantly lower than in prior years, which contributed to a substantial decrease to our net loss for the year as compared to the prior year.
We have a history of losses and expect to continue to incur losses in the future. We have incurred losses in each of the past three years, have negative cash flow from operating activities, have had limited revenues and expect to continue to incur losses in the future.
We have incurred losses in each of the past three years, have negative cash flow from operating activities, have had limited revenues and expect to continue to incur losses in the future. We have an accumulated deficit of approximately $171.6 million as of December 31, 2025.
Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. ● Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods. ● Our ability to manage growth will have an impact on our business, financial condition and results of operations. ● We depend on information technology systems that are subject to cybersecurity threats, disruption, damage or failure. ● We depend upon Mr.
Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. ● Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods. ● Our ability to manage growth will have an impact on our business, financial condition and results of operations. ● Our operations and projects are subject to a range of transitional and physical risks related to climate change. ● Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy. ● We are vulnerable to concentration risks because our operations are currently exclusive to Brazil. ● We depend upon Mr.
While we have strengthened our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering, who brings experience from multibillion-dollar mining projects in Brazil, we continue to depend on certain consultants for specific technical requirements. Also, there is significant competition for the services of these consultants in Brazil.
Such personnel may not be readily available when needed or on terms favorable to us. Although we have strengthened our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering with experience from significant mining projects in Brazil, we continue to depend on certain consultants and contractors for specific technical requirements.
For example, during the year ended December 31, 2024, we issued an aggregate of 2,062,973 shares of our common stock in capital raising transactions, including (i) 191,723 shares sold pursuant to an At the Market Offering Agreement, and (ii) 1,871,250 shares sold pursuant to a Securities Purchase Agreement with Mitsui & Co., Ltd.
For example, during the year ended December 31, 2025, we issued an aggregate of 10,127,566 shares of our common stock in capital raising transactions, including (i) 7,627,566 shares sold pursuant to an At the Market Offering Agreement, and (ii) 2,500,000 shares sold to certain institutional investors in a registered direct offering.
In addition, advancing our projects will require significant capital and time, and we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises as further described in these risk factors. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.
As a result, we have little historical financial and operating information available to help you evaluate and predict our future performance. In addition, advancing our projects will require significant capital and time, and we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises as further described in these risk factors.
World Events Risks ● Tariffs and other changes in international trade policy could adversely affect our business, financial condition and the results of operations. ● A resurgence of the COVID-19 pandemic, or the emergence of a new pandemic, may adversely affect our business. ● An escalation of the current war in Ukraine and the recent conflict in the Middle East, coupled with the international policy of the new U.S. presidential administration or the emergence of conflict elsewhere may adversely affect our business. 12 Table of Contents Business Risks Our future performance is difficult to evaluate because we have a limited operating history.
World Events Risks ● Tariffs and other changes in international trade policy could adversely affect our business, financial condition and the results of operations. ● Natural disasters or the emergence of a new pandemic may adversely affect our business. ● An escalation of the current war in Ukraine and the ongoing conflict in the Middle East, coupled with the international policy of the new U.S. presidential administration or the emergence of conflict elsewhere may adversely affect our business. 11 Table of Contents Business Risks Risks Related to the Assembly, Commissioning, and Operation of Our DMS Plant Our DMS Plant was manufactured in South Africa to our specifications by a third-party contractor which delegated certain work to subcontractors.
The implementation of our business plan and our exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in accordance with their agreements and the failure to conduct our exploration and construction activities could result in delays in our ability to execute on our business plan will could have an adverse effect on the value of our common stock.
Any inability to retain qualified contractors or their failure to perform in accordance with their agreements could result in delays in our ability to execute on our business plan and adversely affect the value of our common stock.
Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition. We depend on information technology systems that are subject to cybersecurity threats, disruption, damage or failure. We depend on information technology and operational technology systems in the operation of our business.
Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition. Our operations and projects are subject to a range of transitional and physical risks related to climate change.
Investors should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies. Although we were incorporated in 2011, we began to implement our current business strategy in 2018, which is primarily focused on the exploration of strategic minerals.
Although we were incorporated in 2011, we began to implement our current business strategy in 2018, which is primarily focused on the exploration of strategic minerals. We have generated limited revenues from operations and our cash flow needs have been financed through equity and debt issuances and not through cash flows derived from our operations.
Removed
We have generated limited revenues from operations and our cash flow needs have been financed through equity and debt issuances and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate and predict our future performance.
Added
The disassembled plant was shipped to Brazil mostly in containers with some bulk items as well and is currently in storage at a secure facility in Minas Gerais state.
Removed
Our systems, and those of our third-party vendors, may be targeted by increasingly sophisticated threat actors. These threats include continually evolving cybersecurity risks from a variety of sources such as malware, extortion, employee error or malfeasance, security breaches, cyber-attacks, natural disasters and defects in design.
Added
While we believe the assembly of the DMS Plant will be successful and that it will operate as expected, there are material risks associated with the assembly, commissioning, and ongoing operation of the DMS Plant. Assembly of the DMS Plant will require us to retain employees or contractors with the necessary expertise, including project management and construction supervision services.
Removed
Cybersecurity risk is increasingly difficult to measure and cannot be easily mitigated due to the rapidly evolving nature of the threats and threat actors. Additionally, unauthorized parties may attempt to gain access to our systems for company information through fraud or other means of deception.
Added
We may incur delays or cost overruns in assembling the DMS Plant and achieving the readiness of such processing facility to commence production.
Removed
Our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient. Any material compromise or breach of our IT systems could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation or regulatory actions.
Added
Potential causes of delay include, without limitation: the discovery of unusual or unexpected conditions during assembly; industrial accidents or equipment malfunctions; labor shortages, disputes, or work stoppages; permitting or regulatory delays; weather conditions or natural disasters; supply chain disruptions affecting the delivery of necessary equipment or materials; and the unavailability of suitable machinery, equipment, or skilled labor.
Removed
In addition, new technology that could result in greater operational efficiency, such as artificial intelligence, may further expose our operations and computer systems to the risk of cybersecurity incidents. We depend upon Marc Fogassa, our Chief Executive Officer and Chairman. Our existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Mr.
Added
Additionally, litigation by third parties such as non-governmental organizations could interfere with the permitting process or cause delays in project development. If assembly of the DMS Plant requires longer than expected due to component damage, labor issues, contractor performance issues, or other factors, we could incur additional costs associated with extended storage, increased labor, or procurement of replacement parts.
Removed
Marc Fogassa, our Chief Executive Officer and Chairman and principal stockholder. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa. If we were to lose Mr.
Added
We cannot provide any assurance that the assembly will be completed on schedule or within budget.
Removed
Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected. Although Mr.
Added
Once assembled, operation of the DMS Plant will incur ongoing operating costs and our financial position and results of operations may be materially impacted if we are unable to fund such expenses and if our production costs are higher than the revenues from the sale of our lithium products.
Removed
Fogassa spends the vast majority of his time with us and is highly active on a daily basis in our management, he does not devote his full time and attention to Atlas Lithium. Mr. Fogassa also currently serves as Chief Executive Officer and Chairman of Atlas Critical Minerals.
Added
Equipment malfunctions or breakdowns during the term of operation could require us to incur substantial repair or replacement costs, potentially resulting in production downtimes and business interruption. We may face difficulty timely finding spare machines or parts to fix broken equipment.
Removed
Our growth will require new personnel, which we will be required to recruit, hire, train and retain. Our ability to recruit and assimilate new personnel will be critical to our performance. We compete with other mining companies in the recruitment and retention of qualified managerial and technical employees.
Added
Additionally, fluctuations in the cost of fuel, power, materials, and supplies could result in increases in operating costs beyond our initial estimates. Our future performance is difficult to evaluate because we have a limited operating history. Investors should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies.
Removed
As we grow, we will be required to recruit additional personnel and to train, motivate and manage employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended. Certain officers and directors may be in a position of conflict of interest. Mr.
Added
There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability. We have a history of losses and expect to continue to incur losses in the future.
Removed
Marc Fogassa, our Chief Executive Officer and Chairman, also serves as chief executive officer and chairman of Atlas Critical Minerals. Rodrigo Menck, one of our directors, serves as the chief financial officer of Atlas Critical Minerals. We have partial equity ownership in Atlas Critical Minerals.
Added
Inflation rates have been relatively low and stable over the previous three decades; however, inflation rates rose significantly between 2021 and 2024. Although inflation rates have stabilized at a moderate level, future economic shocks, such as those due to tariffs and trade wars, could increase inflation levels going forward.
Removed
There exists the possibility that one or more of these individuals, or others, may in the future be in a position of conflict of interest, where their interests may not be aligned with the interests of our other stockholders, and they may from time to time be incentivized to take certain actions that benefit the interests of Atlas Critical Minerals and that our other stockholders do not view as being in their interest as investors in us.
Added
We bear the costs of operating and maintaining our assets, including labor and material costs as well as drilling and exploration costs.
Removed
We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations. We have historically relied on third-party technical consultants for various aspects of our Neves Project development.
Added
Although we may be able to reduce some of our exposure to price increases through the prices we charge, competitive market pressures may affect our ability to pass along price adjustments, which may result in reductions in our operating margins and cash flows in the future.
Removed
Given this dependency, the consultants’ potential delivery of inadequate technical materials, or non-compliance with their contractual obligations, inclusive of exclusivity provisions, exposes us to significant operational and financial risks.
Added
We believe that climate change has the potential to impact on the regions and sites in which we operate, as well as the surrounding communities.
Removed
We have a contractual dispute with RTEK International DMCC, the outcome of which is unknown at this time, and our business and operations could be negatively impacted by the termination of the Technical Services Agreement with RTEK International DMCC.
Added
Long-term potential physical climate risks include, but are not limited to, higher temperature in all regions, higher intensity storm events in all regions, impacts to annual precipitation depending upon the latitude and proximity of the site to oceans.
Removed
We have a contractual dispute with RTEK International DMCC with respect to the Second A&R RTEK Agreement (as defined in this Annual Report) and are currently assessing all avenues available to us related to the resolution of this dispute. and if arbitration ensues, we may incur arbitration-related costs, which may negatively impact our financial position and results of operations.
Added
Physical risks related to extreme weather events such as extreme precipitation, flooding, longer wet or dry seasons, flooding and drought conditions, increased temperatures, sea level rise, landslides, mine flooding, landslides, wildfires or brushfires, or more severe storms may have financial implications for the business.
Removed
To the extent the Second A&R RTEK Agreement terminates other than as currently provided under the terms of the agreement, while we believe that we can effectively utilize our current team to fulfill the services required to be delivered under the Second A&R RTEK Agreement, we may need to recruit additional talent and expertise to address some of the aspects of the services covered under the Second A&R RTEK Agreement.
Added
In particular, the effects of changes in rainfall and intensities, water shortages and changing storm patterns have from time to time adversely impacted, and may in the future adversely impact, our costs, production levels and financial performance. There is also the potential for disruption to transport routes associated with the distribution of our products.
Removed
Current high levels of demand for talent in our industry present challenges in attracting and retaining qualified technical personnel with the necessary specialized knowledge. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.
Added
For example, essential roads for entering in our mine sites, may be subject to a risk of flooding due to the potential for an increase in average temperatures, which may be related to climate change.
Removed
Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
Added
Severe storm events can also result in unpermitted off-site discharges, slope instability, mine pit erosion and structural failures, tailings storage facility overtopping and other impacts, including water storage and treatment facility capacity considerations. Extended dry seasons or unseasonal dry conditions could exacerbate dust generation from operating activities that may require additional controls for continued operation or result in compliance breaches.
Removed
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.
Added
Changing climatic conditions may also affect the likelihood of meeting closure success criteria and require adjustments to mine site rehabilitation and closure plans. The higher potential for extreme heat conditions may affect equipment efficiency.
Removed
The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023, and March 12, 2023, respectively, and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on May 1, 2023.
Added
Such events can temporarily slow or halt operations due to physical damage to assets, reduced worker productivity for safety protocols on site related to extreme temperatures or lightening events, worker aviation and bus transport to or from the site, and local or global supply route disruptions that may limit transport of essential materials, chemicals and supplies, which could have an adverse impact on our results of operations and financial position.
Removed
We did not have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank.
Added
Additional financial impacts could include increased capital or operating costs to increase water storage and treatment capacity, obtain or develop maintenance and monitoring technologies, increase resiliency of facilities and establish supplier climate resiliency and contingency plans. An increase in frequency and duration of extreme weather conditions can be followed by extended power outages.
Removed
However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments, or access funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations may be threatened and could have a material adverse effect on our business and financial condition. 16 Table of Contents In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
Added
Energy disruptions can have an adverse impact on our results of operations and financial position due to production delays or additional costs to ensure business continuity through reliable sources of on-site power generation.
Removed
Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact on our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws.
Added
Energy transmission and supply may be impacted by wildfires, which may interrupt electrical power transmission lines to mine sites, and that may pose risks to on-site facilities and energy generators, fuel dispensing systems and supplies.
Removed
Any of these impacts, or any other impact resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.
Added
In jurisdictions that rely on purchased hydroelectric power, such as in Brazil, extreme drought and extended dry seasons may impact the electric utility’s water supplies needed to generate hydroelectric power purchased by the mine to run operations, which would result in higher costs and/or limit energy availability for continuity of operations as well as impact our environmental systems and processes. 15 Table of Contents Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.
Removed
We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant. We have and will have agreements with consultants to provide services for us, including with respect to drilling and construction services.
Added
Climate change and the transition to a low-carbon economy is expected to impact on our operations in a number of ways. Mining activities are an energy and fuel intensive business, currently resulting in a significant carbon footprint.
Removed
Each of these contractors performs functions that require the services of persons in high demand in the industry and these persons may or may not always be available when needed based on their status as contractors or at affordable prices.
Added
Transitioning to a low-carbon economy will require significant investment and may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change. Depending on the nature, speed, focus and jurisdiction of these changes, transition risks may pose varying levels of financial and reputational risk to the business.
Removed
Regulatory and Industry Risks The mining industry subjects us to several risks.
Added
A number of governments or governmental bodies, including Brazil, have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels.
Removed
In our operations, we are subject to the significant risks normally encountered in the mining industry, such as: ● the discovery of unusual or unexpected geological formations; ● accidental fires, floods, earthquakes or other natural disasters; ● unplanned power outages and water shortages; ● controlling water and other similar mining hazards; ● industrial and mining accidents; ● operating labor disruptions and labor disputes; ● the ability to obtain suitable or adequate machinery, equipment, or labor; ● our liability for pollution or other hazards; and ● other known and unknown risks involved in the conduct of exploration and operation of mines.
Added
Policy and regulatory risk related to actual and proposed changes in climate- and water-related laws, regulations and taxes developed to regulate the transition to a low-carbon economy may result in increased costs for our operations and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.
Removed
These hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction of our properties and surrounding properties, production facilities or equipment, production delays or business interruption. 17 Table of Contents Our operations and mineral projects are subject to significant government regulations, including extensive environmental laws and regulations.
Added
Regulatory uncertainty may cause us to incur higher costs and lower economic returns than originally estimated for new development projects and operations, including closure reclamation obligations.
Removed
Mining activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
3 edited+157 added−7 removed5 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
3 edited+157 added−7 removed5 unchanged
2024 filing
2025 filing
Biggest changeIn particular, the Audit Committee of our Board of Directors (“Audit Committee”) is responsible for monitoring compliance with legal and regulatory requirements, in addition to considering and discussing guidelines and policies to govern the process by which risk assessment and mitigation is undertaken. Item 2. Properties. Lithium Projects Our lithium projects are listed in the following table.
Biggest changeIn particular, the Audit Committee of our Board of Directors (“Audit Committee”) is responsible for monitoring compliance with legal and regulatory requirements, in addition to considering and discussing guidelines and policies to govern the process by which risk assessment and mitigation is undertaken.
Item 1C. Cybersecurity As an exploration stage company, our business activity to date has been identifying, acquiring, and exploring mineral properties. We have not yet adopted formal cybersecurity risk management programs or formal processes for assessing cybersecurity risks.
Cybersecurity As an exploration stage company, our business activity to date has been identifying, acquiring, and exploring mineral properties. We have not yet adopted formal cybersecurity risk management programs or formal processes for assessing cybersecurity risks.
During 2024, we implemented and adopted several technologies to increase our cybersecurity defenses, including an Enterprise Resource Planning solution, a data control and backup solution, security in data access control (single sign-on and multi factor authentication), and data encryption.
We implemented and adopted several technologies to increase our cybersecurity defenses, including an Enterprise Resource Planning solution, a data control and backup solution, security in data access control (single sign-on and multi factor authentication), and data encryption.
Removed
Mineral Name Location in Brazil Aggregate Mineral Rights Area Lithium Minas Gerais Lithium Project State of Minas Gerais 468 km 2 Lithium Other Brazil Lithium Project States of Paraíba, Rio Grande do Norte, and Tocantins 71 km 2 For additional information about our lithium projects, please see “ Item 7.
Added
Item 1C. Cybersecurity .” 16 Table of Contents Therefore, a successful cyberattack or other cybersecurity incident could result in future production and operational downtimes, data corruption, and unauthorized disclosure of sensitive information.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview. ” Other Critical Minerals Our other critical minerals properties are listed in the following table.
Added
Any material breaches, disruptions, or loss of business-critical information, our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against future attacks.
Removed
Mineral(s) Name Location in Brazil Aggregate Mineral Rights Area Nickel Nickel Properties States of Goiás and Piauí 449 km 2 Copper Copper Properties States of Bahia and Piauí 251 km 2 Rare Earths Rare Earths Properties States of Bahia, Goiás, and Tocantins 121 km 2 Titanium Titanium Properties State of Minas Gerais 69 km 2 Graphite Graphite Properties State of Minas Gerais 39 km 2 All the critical mineral properties are held by our wholly owned subsidiary Brazil Minerals Resources Corporation (“BMR”).
Added
These events may subject us to significant expenses, remediation costs, disputes, financial losses, regulatory actions or investigations, litigation, reputational harm, and delays in the deployment of critical technologies, that could result in damages, material fines and penalties, and harm to our reputation, any of which could have a significant effect on our financial condition, results of operations, liquidity, and cash flows.
Removed
On December 18, 2024, we entered into an Option Agreement (the “Option Agreement”) with Atlas Critical Minerals, pursuant to which we sold to Atlas Critical Minerals an option to buy 100% of our equity interests in BMR (the “Option”).
Added
The risks associated with the implementation of emerging technologies, if not effectively mitigated, could undermine the benefits of these advancements and impact our competitive position.
Removed
As consideration for the Option, Atlas Critical Minerals will issue to us 797,957 shares of its common stock, representing $500,000 divided by a value per share of $0.6266. The Option is exercisable no earlier than the filing by Atlas Critical Minerals of a Form F-1 registration statement with the SEC and within 12 months thereafter.
Added
In addition, we are subject to various legislation, regulations, directives and guidelines from federal, state, local and foreign agencies, that are intended to strengthen cybersecurity measures required for information and operational technology, and that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal information.
Removed
If the Option is exercised, we and Atlas Critical Minerals shall enter into a definitive purchase agreement for the purchase of BMR pursuant to which Atlas Critical Minerals shall pay us total consideration of $8,000,000, which at our discretion shall be in the form of cash, shares of Atlas Critical Minerals’ common stock, or a combination of cash and shares.
Added
Failure to comply with any of applicable legal requirements could result in enforcement action against us, including fines, which could harm our reputation and have a significant effect on our financial condition, results of operations, liquidity, and cash flows. We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.
Removed
If Atlas Critical Minerals exercises the Option, in addition to the $8,000,000 consideration, we shall be entitled to a perpetual royalty of one point five percent (1.5%) of the revenues resulting from the mineral rights owned by BMR as of the date of the Option Agreement.
Added
Our existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Mr. Marc Fogassa, our Chief Executive Officer and Chairman and principal stockholder. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa.
Added
If we were to lose Mr. Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected. Although Mr.
Added
Fogassa spends the vast majority of his time with us and is highly active on a daily basis in our management, he does not devote his full time and attention to Atlas Lithium. Mr. Fogassa also currently serves as Chief Executive Officer and Chairman of Atlas Critical Minerals.
Added
Our growth will require new personnel, which we will be required to recruit, hire, train and retain. Our ability to recruit and assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees, and our inability to successfully do so will adversely affect our plans.
Added
We expect significant growth in the number of our employees if we determine that a mine at any of our properties is commercially feasible, we are able to raise sufficient funding and we elect to develop the property. This growth will place substantial demands on us and our management.
Added
Our ability to assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees. We will also have to adopt and implement new systems in all aspects of our operations.
Added
This will be particularly critical in the event we decide not to use contract miners on any of our properties. We have no assurance that we will be able to recruit the personnel required to execute our programs or to manage these changes successfully.
Added
A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements. Our operations are dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees.
Added
Due to union activities or other employee actions, we could experience labor disputes, work stops or other disruptions in production, exploration or other business activities that could adversely affect us.
Added
A portion of our workforce is represented by labor unions, as mandated under Brazilian law, and are therefore be subject to collective bargaining agreements, and if we are unable to enter into new agreements or renew existing agreements before they expire, our workers subject to collective bargaining agreements could engage in strikes or other labor actions that could materially disrupt our ability to conduct our operations.
Added
We cannot predict the outcome of future negotiations of collective bargaining agreements covering existing or potential future employees. 17 Table of Contents Certain officers and directors may be in a position of conflict of interest. Mr. Marc Fogassa, our Chief Executive Officer and Chairman, also serves as chief executive officer and chairman of Atlas Critical Minerals.
Added
Rodrigo Menck, one of our directors, serves as the chief financial officer of Atlas Critical Minerals. We have partial equity ownership in Atlas Critical Minerals.
Added
There exists the possibility that one or more of these individuals, or others, may in the future be in a position of conflict of interest, where their interests may not be aligned with the interests of our other stockholders, and they may from time to time be incentivized to take certain actions that benefit the interests of Atlas Critical Minerals and that our other stockholders do not view as being in their interest as investors in us.
Added
We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations. We have historically relied on third-party technical consultants for various aspects of our MGLP development.
Added
While in 2025 we have strengthened our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering, who brings experience from multibillion-dollar mining projects in Brazil, we continue to depend on certain consultants for specific technical requirements. Also, there is significant competition for the services of these consultants in Brazil.
Added
Given this dependency, the consultants’ potential delivery of inadequate technical materials, or non-compliance with their contractual obligations, inclusive of exclusivity provisions, exposes us to significant operational and financial risks.
Added
Our Reliance on Third-Party Consultants and Contractors Has and Could Continue to Adversely Affect Our Operations, Cost Structure, and Competitive Position We rely on third-party consultants, contractors, and service providers to perform critical functions across our operations, [including geological and metallurgical analysis, mine planning, engineering, construction, environmental and permitting support, logistics, and specialized technical services].
Added
Many of these activities require highly specialized expertise, regulatory familiarity, and operational experience that is difficult to source or replace on short notice. These third parties may not perform their services in accordance with contractual requirements, applicable laws and regulations, or industry standards, or may lack the technical expertise, personnel, or financial resources necessary to execute complex or mission-critical work.
Added
Any failure by a third-party consultant or contractor to perform as expected, meet project timelines, or comply with contractual or regulatory obligations—including as a result of breach, insolvency, labor constraints, or competing priorities—could result in project delays, increased costs, operational disruptions, reduced production, or the inability to advance or maintain mining operations as planned.
Added
Current high levels of demand for talent in our industry present challenges in attracting and retaining qualified technical personnel with the necessary specialized knowledge. In addition, our agreements with third-party consultants and contractors may limit our remedies or ability to recover damages in the event of nonperformance or breach, and disputes may be costly, time-consuming, and uncertain in outcome.
Added
In Brazil, suitable alternative providers can be limited or unavailable, further increasing our exposure to performance failures and constraining our ability to mitigate adverse impacts.
Added
Because the mining industry is highly competitive and capital-intensive, delays, cost overruns, or operational inefficiencies arising from third-party performance issues could place us at a competitive disadvantage relative to peers with greater in-house capabilities, more reliable contractor relationships, or superior access to technical resources.
Added
Such events could impair our ability to meet production targets, execute growth or expansion plans, respond to market conditions, or maintain customer and stakeholder confidence, and could materially and adversely affect our business, financial condition, results of operations, and long-term competitive position.
Added
Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.
Added
Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
Added
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.
Added
The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023, and March 12, 2023, respectively, and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on May 1, 2023.
Added
We did not have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank.
Added
However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments, or access funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations may be threatened and could have a material adverse effect on our business and financial condition.
Added
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
Added
Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact on our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws.
Added
Any of these impacts, or any other impact resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.
Added
We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant. We have and will have agreements with consultants to provide services for us, including with respect to drilling and construction services.
Added
Each of these contractors performs functions that require the services of persons in high demand in the industry and these persons may or may not always be available when needed based on their status as contractors or at affordable prices.
Added
The implementation of our business plan and our exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in accordance with their agreements and the failure to conduct our exploration and construction activities could result in delays in our ability to execute on our business plan will could have an adverse effect on the value of our common stock.
Added
Regulatory and Industry Risks The mining industry subjects us to several risks.
Added
In our operations, we are subject to the significant risks normally encountered in the mining industry, such as: ● the discovery of unusual or unexpected geological formations; ● accidental fires, floods, earthquakes or other natural disasters; ● unplanned power outages and water shortages; ● controlling water and other similar mining hazards; ● industrial and mining accidents; ● operating labor disruptions and labor disputes; ● the ability to obtain suitable or adequate machinery, equipment, or labor; ● our liability for pollution or other hazards; and ● other known and unknown risks involved in the conduct of exploration and operation of mines.
Added
These hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction of our properties and surrounding properties, production facilities or equipment, production delays or business interruption. Our operations and mineral projects are subject to significant government regulations, including extensive environmental laws and regulations.
Added
Mining activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters.
Added
The costs we will incur to comply with such laws and regulations are expected to substantially increase once we progress from exploration activities to mining and production operations as is our intention.
Added
We also will be subject to periodic inspections by governmental authorities, which could result in fines, penalties or other actions by such authorities, any of which could have a material adverse effect on our future operations.
Added
In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our operations and delays in the development of our properties. 18 Table of Contents Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation.
Added
We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.
Added
Increased global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.
Added
We are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly, time-consuming and subject to the interference of third parties.
Added
We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly and time-consuming process.
Added
The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority.
Added
We may not be able to obtain or renew permits that are necessary for our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations.
Added
Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.
Added
Obtaining the necessary government permits involves numerous jurisdictions, public hearings and possibly costly undertakings.
Added
In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law.
Added
Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities. Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued.
Added
For example, on August 14, 2025, the Minas Gerais state agency responsible for permitting applications issued an extensive technical report recommending approval of the Company’s expansion permit application (“Expansion Application”) filed in November 2024.
Added
On August 28, 2025, a civil action related to the Company’s Expansion Application was filed by N’Golo (the “NGO”), a non-governmental organization known for filing claims against mining projects, having filed 35 such claims in the last six years.
Added
The action was filed in the federal court located in Teofilo Otoni, Brazil, alleging that the Company did not conduct a consultation with Girau, a traditional community (the “Community”).
Added
Prior to the Expansion Application, the Company had retained a team of six experts including an anthropologist and a social scientist to consult with the Community and therefore the Company believes the NGO’s action is without merit.
Added
On May 9, 2024, the State of Minas Gerais issued a technical report stating that the Company had satisfied the consultation requirements with the Community.
Added
Additionally, in an affidavit dated September 3, 2025, the Community repudiated the NGO claim with the president of the Community association and a large number of its members stating that: (i) the NGO had never visited the Community and does not represent the wishes of the Community; and (ii) the Company had consulted with the Community.
Added
Based on currently available information, the Company does not expect this proceeding to prevent the approval of the Expansion Application.
Added
On December 17, 2025, we filed a criminal complaint in a state criminal court in Belo Horizonte, Minas Gerais, Brazil, against the president and legal counsel of the NGO in connection with statements made by the organization that contained false and misleading information regarding matters related to our Expansion Application and consultation with the Community.
Added
On February 12, 2026, a state district attorney reviewed the complaint and referred it to a criminal court, which accepted the complaint on February 23, 2026. The matter remains pending. We intend to pursue this matter vigorously but there can be no assurance as to the outcome of these proceedings.
Added
Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures. Environmental regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste.
Added
Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees.
Added
In connection with our current exploration activities or with our prior mining operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.
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Item 2. Properties
Properties — owned and leased real estate
0 edited+8 added−53 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
0 edited+8 added−53 removed0 unchanged
2024 filing
2025 filing
Removed
Item 2. Properties. ” During the year ended December 31, 2024, Atlas Critical Minerals granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 210,000 shares of its common stock.
Added
Item 2. Properties. Lithium Projects Our lithium projects are listed in the following table.
Removed
The options issued in 2024 were valued at $ 41,938 in total based on the Black-Scholes option pricing model with the following average assumptions: Atlas Critical Minerals’ stock price on date of grant $ 0.74 to $ 1.00 , a strike price of $ 0.01 to $ 1.00 , illiquidity discount of 75% , expected dividend yield of 0% , annualized volatility of 241% to 312% , risk-free interest rate of 3.88% to 4.64% , and an expected term of five to ten years .
Added
Mineral Name Location in Brazil Aggregate Mineral Rights Area Lithium Minas Gerais Lithium Project State of Minas Gerais 468 km 2 Lithium Other Brazil Lithium Project States of Paraíba, Rio Grande do Norte, and Tocantins 71 km 2 For additional information about our lithium projects, please see “ Item 7.
Removed
On June 26, 2024, Atlas Critical Minerals amended its employment agreement with Mr. Fogassa for its Chief Executive Officer position, effective on July 1, 2024. Per agreement, Mr.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview. ” Other Critical Minerals Our other critical minerals properties are listed in the following table.
Removed
Fogassa is entitled to receive monthly compensation of $ 25,000 to be paid in cash or in shares of Atlas Critical Minerals’ common stock and an annual incentive compensation equivalent to 4% of Atlas Critical Minerals’ outstanding common stock count as of January 1.
Added
Mineral(s) Name Location in Brazil Aggregate Mineral Rights Area Nickel Nickel Properties States of Goiás and Piauí 449 km 2 Copper Copper Properties States of Bahia and Piauí 251 km 2 Rare Earths Rare Earths Properties States of Bahia, Goiás, and Tocantins 121 km 2 Titanium Titanium Properties State of Minas Gerais 69 km 2 Graphite Graphite Properties State of Minas Gerais 39 km 2 All the critical mineral properties are held by our wholly owned subsidiary Brazil Minerals Resources Corporation (“BMR”).
Removed
One of our directors, Rodrigo Menck, has also served as the Chief Financial Officer of Atlas Critical Minerals since September 2024. In connection with his appointment to that role on September 18, 2024, Mr.
Added
On December 19, 2024, we entered into an Option Agreement (the “Option Agreement”) with Atlas Critical Minerals, pursuant to which we sold to Atlas Critical Minerals an option to buy 100% of our equity interests in BMR (the “Option”).
Removed
Menck was entitled to receive a monthly fee of $ 15,000 and was granted 50,000 time-based restricted stock units which shall vest in increments of 25% annually over a period of four years from the date of grant. During the years ended December 31, 2024, and 2023 Atlas Critical Minerals did not issue any warrants.
Added
As consideration for the Option, Atlas Critical Minerals will issue to us 797,957 shares of its common stock, representing $500,000 divided by a value per share of $0.6266. The Option is exercisable within 12 months of Atlas Critical Minerals’ filing of a Form F-1 with the SEC, which took place on September 15, 2025.
Removed
During the year ended December 31, 2024, Atlas Critical Minerals granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 210,000 shares of its common stock. Such options corresponded to the period between January 1, 2024, to June 30, 2024. The options issued in 2024 were valued at $ 41,938 in total.
Added
If the Option is exercised, we and Atlas Critical Minerals shall enter into a definitive purchase agreement for the purchase of BMR pursuant to which Atlas Critical Minerals shall pay us total consideration of $8,000,000, which at our discretion shall be in the form of cash, shares of Atlas Critical Minerals’ common stock, or a combination of cash and shares.
Removed
The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $ 0.74 to $ 1.00 , a strike price of $ 0.01 to $ 1.00 , illiquidity discount of 75% , expected dividend yield of 0% , annualized volatility of 241% to 312% , risk-free interest rate of 3.88% to 4.64% , and an expected term of five to ten years .
Added
If Atlas Critical Minerals exercises the Option, in addition to the $8,000,000 consideration, we shall be entitled to a perpetual royalty of one point five percent (1.5%) of the revenues resulting from the mineral rights owned by BMR as of the date of the Option Agreement.
Removed
During the year ended December 31, 2023, Atlas Critical Minerals granted options to purchase an aggregate of 420,000 shares of its common stock to Mr. Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 115,038 and recorded as stock-based compensation.
Removed
The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on the date of the grant ($ 0.65 to $ 2.10 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 268 % and 364 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term between 5 and 10 years.
Removed
During the year ended December 31, 2023, Mr. Fogassa exercised a total 1,115,000 options at a $ 0.98 weighted average exercise price. These exercises were paid for with 386,420 options conceded in cashless exercises. As a result of the options exercised, Atlas Critical Minerals issued 728,580 shares of its common stock to Mr. Fogassa.
Removed
As of December 31, 2024, there were no Atlas Critical Minerals common stock options outstanding held by related parties. As of December 31, 2023, an aggregate 1,210,000 Atlas Critical Minerals common stock options granted to Mr.
Removed
Fogassa were outstanding with a weighted average life of 8.22 years at an average exercise price of $ 0.043 and an aggregated intrinsic value of $ 1,041,300 . During 2023, we acquired 320,700 shares of Atlas Critical Minerals’ common stock at $ 1.00 per share in satisfaction of existing debt , with all such debt satisfied in 2023.
Removed
F-28 Table of Contents Apollo Resources Corporation During the year ended December 31, 2024, Apollo Resources Corporation (“Apollo Resources”) granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 90,000 shares of its common stock. Such options corresponded to the period between January 1, 2024, to June 30, 2024.
Removed
The options issued in 2024 were valued at $ 134,407 in total.
Removed
The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $ 6,00 , a strike price of $ 0.01 , illiquidity discount of 75% , expected dividend yield of 0% , annualized volatility of 16,61% to 17,41% , risk-free interest rate of 3.88% to 4.64% , and an expected term of five to ten years .
Removed
During the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Mr. Fogassa at a price of $ 0.01 per share. The options were valued at $ 197,805 and recorded as stock-based compensation.
Removed
The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on the date of the grants ($ 5.00 to $ 6.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 17.41 % and 57.96 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term of 10 years.
Removed
As of December 31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an average exercise price of $ 0.01 and an aggregated intrinsic value of $ 2,425,950 . During 2023, we purchased 527,750 shares of Apollo Resource Corporation common stock at $ 5.98 per share.
Removed
We made no such purchases in 2024. The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors. For management compensation details, please refer to Item 11. Executive Compensation.
Removed
Merger of Atlas Critical Minerals Corporation and Apollo Resources Corporation On November 6, 2024, Atlas Critical Minerals and Apollo Resources entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provided for, among other things, the merger of Apollo Resources with and into Atlas Critical Minerals (the “Merger”), with Atlas Critical Minerals continuing its corporate existence as the surviving corporation.
Removed
Prior to the Merger, Apollo Resources was a subsidiary of Atlas Lithium.
Removed
On November 19, 2024, following satisfaction and/or waiver of the closing conditions in the Merger Agreement, including approval of the transactions contemplated under the Merger Agreement by the requisite vote of the shareholders of Atlas Critical Minerals and Apollo Resources, respectively, the Merger was consummated and Apollo Resources merged with and into Atlas Critical Minerals.
Removed
In connection with the consummation of the Merger, each share of outstanding Apollo Resources securities was cancelled and converted into 6.62 shares of Atlas Critical Minerals’ common stock. Immediately following the Merger, the holders of outstanding Apollo Resources securities owned approximately 59.40% of Atlas Critical Minerals’ outstanding securities. Our Chief Executive Officer and Chairman, Mr.
Removed
Fogassa, who is also the Chief Executive Officer and Chairman of Atlas Critical Minerals, holds 32.7% of Atlas Critical Minerals’ outstanding equity interest following the Merger. After the Merger, Atlas Critical Minerals’ wholly owned subsidiaries now include Mineração Apollo Ltda (“MAL”), Mineração Duas Barras Ltda (“MDB”) and RST Recursos Minerais Ltda (“RST”).
Removed
NOTE 8 – RISKS AND UNCERTAINTIES Currency Risk We operate primarily in Brazil which exposes it to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity.
Removed
Changes in exchange rates from the time the activity occurs to the time payments are made may result in us receiving either more or less in local currency than the local currency equivalent at the time of the original activity. Our consolidated financial statements are denominated in U.S. dollars.
Removed
Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements.
Removed
Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates.
Removed
Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.
Removed
NOTE 9 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to December 31, 2024 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.
Removed
F-29 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation of the Company dated May 25, 2023.
Removed
Incorporated by Reference to Exhibit No. 3.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.2 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012.
Removed
Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012. 3.3 Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.4 Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021.
Removed
Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022. 4.1 Description of Capital Stock. Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 4.2 Form of 6.5% Convertible Promissory Note due 2026.
Removed
Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023. 10.1 2023 Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the Commission on June 2, 2023.# 10.2 Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).
Removed
Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022. 10.3 Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds.
Removed
Incorporated by reference to Exhibit 10.5 to the Form S-1 filed with the Commission on January 28, 2022. 45 Table of Contents 10.4 Amended and Restated Employment Agreement Between Marc Fogassa and the Company.
Removed
Incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Commission on January 28, 2022.# 10.6 Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.# Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024.# 10.7 Amendment to Employment Agreement dated September 5, 2024, by and between the Company and Igor Tkachenko.*# 10.8 Executive Employment Agreement dated July 23, 2024, by and between the Company and Tiago Moreira de Miranda.
Removed
Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on August 9, 2024.# 10.9 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd..
Removed
Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023. 10.10 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited.
Removed
Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023. 10.11 † Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.
Removed
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023. 10.12 † Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.
Removed
Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023. 10.13† Investor Rights Agreement dated March 27, 2024 by and between the Company and Mitsui & Co. Ltd..
Removed
Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on April 1, 2024. 10.14† Offtake and Sales Agreement by and between Atlas Litio Brasil Ltda and Mitsui & Co., Ltd. dated March 27, 2024.
Removed
Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on April 1, 2024. 10.15† Amended and Restated Technical Services Agreement dated August 15, 2024, by and between the Company and RTEK International DMCC.
Removed
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 22, 2024. 10.16 At the Market Offering Agreement dated November 22, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
Removed
Incorporated by reference to Exhibit 1.1 to the Form 8-K filed with the Commission on November 22, 2024. 19.1 Insider Trading Policy of the Company, dated December 21, 2023.* 21.1 Subsidiaries of the Company.* 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Chief Executive Officer and pursuant to 18 U.S.C.
Removed
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Policy Relating to the Recovery of Erroneously Awarded Compensation.
Removed
Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 101* Interactive Data files pursuant to Rule 405 of Regulation S-T. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished herewith † Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because we customarily and actually treat the redacted information as private or confidential and the omitted information is not material.
Removed
We agree to furnish on a supplemental basis an unredacted copy of the exhibit and our materiality and privacy or confidentiality analysis to the Securities and Exchange Commission upon its request. # Indicates management contract or compensatory plan Item 16.
Removed
Form 10-K Summary We have elected not to provide a summary. 46 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Removed
Atlas Lithium Corporation Date: March 14, 2025 By: /s/ Marc Fogassa Marc Fogassa Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Marc Fogassa Chief Executive Officer (Principal Executive Officer) March 14, 2025 Marc Fogassa and Chairman of the Board /s/ Tiago Miranda Chief Financial Officer March 14, 2025 Tiago Miranda (Principal Financial and Accounting Officer) /s/ Roger Noriega Director March 14, 2025 Ambassador Roger Noriega /s/ Cassiopeia Olson Director March 14, 2025 Cassiopeia Olson, Esq. /s/ Stephen Peterson Director March 14, 2025 Stephen Peterson, CFA /s/ Rodrigo Menck Director March 14, 2025 Rodrigo Menck 47
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+1 added−1 removed1 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+1 added−1 removed1 unchanged
2024 filing
2025 filing
Biggest changeMarket Information and Current Stockholders Since January 10, 2023, our common stock has been trading on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ATLX.” Prior to January 10, 2023, our common was quoted on the OTCQB Marketplace (“OTCQB”) operated by the OTC Markets Group, Inc. under the symbol “ATLXD.” As of March 10, 2025, there were 123 holders of record of our common stock, which does not include beneficial owners for whom CEDE & Co. or others act as nominees.
Biggest changeMarket Information and Current Stockholders Since January 10, 2023, our common stock has been trading on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ATLX.” As of March 3, 2026, there were 117 holders of record of our common stock, which does not include beneficial owners for whom CEDE & Co. or others act as nominees.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Neither we nor any affiliated purchaser or anyone acting on our behalf or on behalf of an affiliated purchaser made any purchases of shares of our common stock during the year ended December 31, 2024. 24 Table of Contents Item 6. [Reserved] Not applicable.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Neither we nor any affiliated purchaser or anyone acting on our behalf or on behalf of an affiliated purchaser made any purchases of shares of our common stock during the year ended December 31, 2025. 24 Table of Contents Item 6. [Reserved] Not applicable.
Dividends We have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable future.
As of November 19, 2025, we had 22,124 non-objecting beneficial owners as provided to us by Broadridge Financial Solutions. Dividends We have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable future.
Removed
Recent Sales of Unregistered Securities In addition to the sales of unregistered securities previously disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, we consummated the following sales of unregistered securities during the fiscal year ended December 31, 2024, which sales were exempt from registration under the Securities Act upon reliance on Section 4(a)(2) thereof, and Regulation S promulgated thereunder: ● On November 4, 2024, we issued 117,233 shares of our common stock to RTEK International DMCC in satisfaction of a contractual performance milestone. ● On October 17, 2024, we issued 6,000 shares of our common stock to a consultant in exchange for consulting and professional services. ● On July 2, 2024, we issued 24,000 shares of our common stock to a consultant in exchange for consulting and professional services. ● On July 2, 2024, we issued we issued 400,000 restricted shares of our common stock to a consultant in connection with the termination of an advisory arrangement. 200,000 of the shares are subject to a six- month lock-up period and 200,000 are subject to a twelve-month lock-up period. ● On January 3, 2024, we issued 6,000 shares of our common stock to a consultant in exchange for consulting and professional services.
Added
Recent Sales of Unregistered Securities In addition to the sales of unregistered securities previously disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, we did not consummate any sales of unregistered securities during the fiscal year ended December 31, 2025.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
26 edited+29 added−29 removed54 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
26 edited+29 added−29 removed54 unchanged
2024 filing
2025 filing
Biggest changeThe increase was mostly due to increases in general and administrative expenses and stock-based compensation expense, offset by a reduction in exploration expenses, as detailed below: ● Higher general and administrative expenses of approximately $5.7 million during the period, primarily due to: (i) an increase in technical service costs of $2.4 million ($4.3 million in 2024 compared to $1.9 million in 2023), directly related to engineering and planning activities; (ii) higher third-party service costs, mainly related to the process to obtain the operational permit for the Neves Project, totaling $1.8 million ($2.8 million in 2024 compared to $0.4 million in 2023); and (iii) a $1.5 million increase in payroll expenses ($2 million in 2024 compared to $0.5 million in 2023) driven by team expansion as the project progresses; ● An increase of approximately $10 million in stock-based compensation expense compared to the prior period, reflecting contractual obligations to members of the management team eligible for stock-based compensation with a different vesting profile compared to 2023.
Biggest changeThe decrease was mostly due to the $16.0 million reduction in stock-based compensation and $3.0 million reduction in exploration costs, offset by the $6.7 million increase in general and administrative expenses, as detailed below: ● An increase in general and administrative expenses of approximately $6.7 million during the period, primarily due to: (i) an increase in payroll expenses of $1.9 million directly related to increase of operational activities related to the preparation for the project implementation; (ii) $3.1 million due to higher investor relations expenses and (iii) $2.1 million due to increased third-party contractor costs as the Company’s activities expanded as a result of the preparation for the project implementation; ● A decrease of approximately $16.0 million in stock-based compensation expense compared to the year ended December 31, 2024, corresponding to a reduced fair value of the instruments issued due to the decreased trading price of the Company’s common stock compared to 2024; and ● $3.0 million reduction in exploration costs as a result of the commencement of capitalizing exploration expenses due to the conclusion of a preliminary economic assessment of the Neves Project in the second quarter of 2024.
Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2024, and 2023, we did not recognize any impairment losses related to mineral properties held.
Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2025, and 2024, we did not recognize any impairment losses related to mineral properties held.
An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. Trade Receivables Trade receivables represent amounts to be received from clients due to the sale of quartzite products.
An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. Trade Receivables Trade receivables represent amounts to be received from clients due to the sale of quartzite and iron ore products.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.
Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.
Other expenses for the year ended December 31, 2024 totaled $1,338,370 compared to $194,175 during the year ended December 31, 2023, representing an increase of 589%, driven by the derecognition of a $1.3 million asset relating to the premium paid for an option to acquire two mining rights in Governador Valadares, Minas Gerais, and the corresponding recognition of a $1.3 million expense.
Other expenses for the year ended December 31, 2025 totaled $67,875 compared to $1,338,370 during the year ended December 31, 2024, representing a decrease of 94.9%, driven by the derecognition of a $1.3 million asset relating to the premium paid for an option to acquire two mining rights in Governador Valadares, Minas Gerais, and the corresponding recognition of a $1.3 million expense.
As a result, we had more expenditures such as employee compensation and the costs of third parties service providers such as technical consultants. ● A decrease of approximately $13.4 million in Exploration costs due to a reduction in drilling activities in 2024 and the commencement of capitalization of exploration expenses.
As a result, we had more expenditures such as employee compensation and the costs of third-party service providers such as technical consultants; and ● A decrease of approximately $3.0 million in Exploration costs due to the commencement of capitalization of exploration expenses.
Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in our consolidated statements of operations were negligible for all periods presented.
Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations.
Our gross margin of $265,694 was generated from the sales of 551 m 3 of unprocessed blocks of quartzite and 905 m 2 of processed slabs produced by our subsidiary’s quartzite operation. By comparison, there was no gross margin generation in the year ended December 31, 2023.
Our gross margin of $265,694 was generated from the sales of 551 m 3 of unprocessed blocks of quartzite and 905 m 2 of processed slabs produced by our subsidiary’s quartzite operation.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Forward Looking Statements” section of our Annual Report.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Forward Looking Statements” section of our Annual Report. Overview Atlas Lithium is a mineral exploration and development company with lithium projects and multiple lithium exploration properties.
During the year ended December 31, 2024, we sold 191,723 shares under the ATM Agreement for proceeds of $1.3 million, net of commissions and fees. The consolidated financial statements have been prepared on a going concern basis. We have historically incurred net operating losses and have not yet received material revenues from the sale of products or services.
In 2024, the proceeds from the sale of shares of the subsidiary totaled $1.0 million. The consolidated financial statements have been prepared on a going concern basis. We have historically incurred net operating losses and have not yet received material revenues from the sale of products or services.
As a result, our primary source of liquidity has been the proceeds from the sale of our equity. As of December 31, 2024, we had cash and cash equivalents of $15,537,476 and net working capital of $12,258,774, compared to cash and cash equivalents $29,549,927 and a working capital deficit of $23,809,637 as of December 31, 2023.
As a result, our primary source of liquidity has been the proceeds from the sale of our equity. As of December 31, 2025, we had cash and cash equivalents of $35,935,104 and net working capital of $23,066,924, compared to cash and cash equivalents $15,537,476 and a working capital of $10,553,780 as of December 31, 2024.
Our current focus is the development from exploration to active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known pegmatitic district in Brazil, which has been denominated by the government of Minas Gerais as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.
The project is located within a well-known lithium-bearing pegmatitic district designated by the state government as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.
Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Management does not expect this new guidance to have any impact on our consolidated financial statements.
Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Management does not expect this new guidance to have any impact on our consolidated financial statements. In May 2025, the FASB issued ASU 2025-03, Business Combinations and Consolidation — Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.
Net cash used by operating activities totaled $18,784,844 for the year ended December 31, 2024, compared to net cash used of $5,962,602 during the year ended December 31, 2023, representing an increase in cash used of $12,822,242, or 215%.
Net cash used by operating activities totaled $22,166,692 for the year ended December 31, 2025, compared to net cash used of $18,784,844 during the year ended December 31, 2024, representing an increase in cash used of $3,381,848, or 18.00%.
As a result, we incurred a net loss attributable to our stockholders of $42,241,196, or $2.97 per share, for the year ended December 31, 2024, compared to a net loss attributable to our stockholders of $40,768,275, or $4.37 per share, during the year ended December 31, 2023. 27 Table of Contents Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents of $15,537,476 and net working capital of $12,258,774.
As a result, we incurred a net loss attributable to our stockholders of $28,110,592, or $1.54 per share, for the year ended December 31, 2025, compared to a net loss attributable to our stockholders of $42,241,196, or $2.91 per share, during the year ended December 31, 2024. 27 Table of Contents Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $35,935,104 and net working capital of $23,066,924.
The variation in net cash used by operating activities was mainly due to: ● In the year ended December 31, 2023, we received $20 million of deferred consideration from royalty sold arising from the one-time royalty sale to Lithium Royalty Corp. with no similar transaction in 2024, as explained in Note 3; and ● An increase of approximately $5.7 million in General and administrative expenses due to the growth of our personnel, infrastructure and the costs related to our operational permit relating to our Neves Project as we move towards revenue-generating operations.
The variation in net cash used by operating activities was mainly due to: ● An increase of approximately $6.7 million in General and administrative expenses due to the growth of our personnel, infrastructure and the costs related to our operational permit relating to our Neves Project as we move towards revenue-generating operations.
Our DMS plant represents a cornerstone of our Neves Project, designed to deliver high-quality lithium concentrate to the global market for electric vehicles (EVs) and renewable energy storage systems. With worldwide lithium demand growing, we are positioned to emerge as a key contributor to the sustainable energy transition.
In 2025, we received our DMS Plant, which was designed to produce approximately 150,000 tons of lithium concentrate per annum (“tpa”). Our DMS Plant represents a cornerstone of our Neves Project, designed to deliver high-quality lithium concentrate to the global market for electric vehicles (EVs) and renewable energy storage systems.
We expect such study to be completed around mid-year 2025. 26 Table of Contents Results of Operations Fiscal Year Ended December 31, 2024, Compared to Fiscal Year Ended December 31, 2023 After a trial mining period in the second half of 2023, one of our subsidiaries commenced ongoing operations at its quartzite quarry in 2024.
We believe that both the continued global growth in electric vehicle adoption now coupled with demand from energy storage systems for data centers provide a healthy environment for lithium. 26 Table of Contents Results of Operations Fiscal Year Ended December 31, 2025, Compared to Fiscal Year Ended December 31, 2024 After a trial mining period in the second half of 2023, one of our subsidiaries commenced ongoing operations at its quartzite quarry in 2024.
Net cash used in investing activities totaled $27,344,436 for the year ended December 31, 2024, compared to net cash used of $7,970,172 during the year ended December 31, 2023, representing an increase in cash used of $19,374,264, or 243%.
Net cash used in investing activities totaled $8,959,390 for the year ended December 31, 2025, compared to net cash used of $27,344,436 during the year ended December 31, 2024, representing a decrease in cash used in investing activities of $ 18,385,046, or 67.24%.
We believe that we hold the largest portfolio of exploration properties for lithium and other battery minerals in Brazil among publicly listed companies. 25 Table of Contents Operational Update In early October 2024, we announced the discovery of spodumene-rich pegmatites in our Salinas Project area (the “Salinas Project”), located approximately 60 miles north of our flagship Neves Project.
We believe that we hold the largest portfolio of exploration properties for lithium and other battery minerals in Brazil among publicly listed companies. 25 Table of Contents Operational Update During the fourth quarter of 2025, we made substantial progress in the procurement process for the project tasks and other contracted work (collectively referred to herein as “work items”) needed for the implementation of the Neves Project.
Operating expenses for the year ended December 31, 2024, totaled $44,123,939, compared to operating expenses of $42,106,732 during the year ended December 31, 2023, representing an increase of 4,8%.
We have retained an engineering firm to prepare an updated drainage plan and expect to resume operations during the second half of 2026. Operating expenses for the year ended December 31, 2025, totaled $31,592,273, compared to operating expenses of $44,123,939 during the year ended December 31, 2024, representing a reduction of 28.4%.
For more information about the Mitsui Registered Offering, please see “Note 7 – Related Party Transactions. ” 28 Table of Contents Currency Risk We operate primarily in Brazil, which exposes us to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity.
Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity.
The variation in net cash used by investing activities was mainly due to: ● Increase of approximately $13.3 million due to cash advances the manufacturing of the DMS plant during 2024 ● The capitalization of exploration costs incurred since April 2024 of approximately $4.5 million ● Increase in the acquisition of intangible assets represented by the implementation of SAP Net cash provided by financing activities totaled $32,131,672 for the year ended December 31, 2024, compared to $43,156,759 during the year ended December 31, 2023, representing a decrease in cash provided of $11,025,087, or 26%.
The variation in net cash used in investing activities was mainly due to: ● A decrease of $16.4 million in the payments made in connection with the acquisition of our lithium processing plant ($6.1 million in 2025, compared to $22.4 million in 2024) due to the finalization of the fabrication process in 2025; ● A decrease of $1.6 million in capitalized exploration costs incurred during the year ended December 31, 2025 as a result of the reduction in the drilling activities in 2025 compared to 2024 ($2.9 million in 2025 and $4.5 million in 2024); and ● Decrease of $0.4 million in the acquisition of intangible assets represented by the implementation of SAP done in 2024.
The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We do not expect the adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures.
The amendments in this update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements.
We do not expect the adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid.
Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) — Narrow-Scope Improvements. The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270.
Overview Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium.
In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the continued advancement of our hard-rock lithium project in Minas Gerais, Brazil toward active mining.
Removed
Our modular dense media separation (DMS) lithium processing plant was manufactured in South Africa. It was designed to produce 150,000 tons of lithium concentrate per annum (“tpa”). The manufacturing process of the DMS plant was concluded in the end of 2024 and the plant was successfully shipped to Brazil.
Added
With worldwide lithium demand growing, we are positioned to emerge as a key contributor to the sustainable energy transition.
Removed
The shipment, consisting of 141 containers and 10 bulk items, departed the Port of Durban, South Africa, on February 2, 2025, and arrived in Brazil, Port of Santos, on March 7, 2025.
Added
Examples of such work items include assembly of our dense media separation plant and earth works. We have generally received multiple competing bids for each of the relevant work items, including 19 bids for one work item. Our supplier selection criteria are based on technical qualification and experience, and with these conditions met, then best price and terms.
Removed
This milestone marks a significant step in our progression toward becoming the next lithium producer in Brazil’s resource-rich Lithium Valley.
Added
On December 22, 2025, we announced that we had entered the final stage of contracting project management and construction supervision services. This engagement will support the integrated management and oversight of project construction activities.
Removed
The Salinas Project spans 388 hectares (approximately 959 acres) and is situated just five miles east of Latin Resources’ Colina Project, a significant lithium deposit. Our technical team had completed soil geochemistry and LIDAR geological mapping with favorable results and began pursuing further geological and geophysical studies prior to initiating a drilling campaign.
Added
The scope includes planning, coordination, monitoring, and control of all activities required for project execution, ensuring compliance with schedule, cost, scope, quality, safety, and overall performance objectives. Our selection process included extensive due diligence on five firms with proven experience in delivering projects of similar scope and complexity.
Removed
Given the positive data collected by us and current market dynamics, the Salinas Project area has emerged as a prime candidate for our future growth plans, though commencing production at our Neves Project area remains our highest priority.
Added
Multiple technical and commercial interactions were conducted to thoroughly assess and identify the most suitable partner for the Neves Project; evaluation parameters focused on technical excellence, track record in Brazilian mining projects, project management methodology, systems and tools, as well as the qualifications and experience of the proposed technical team.
Removed
On October 25, 2024, a voting board comprised of twelve representatives from the local civil society and government unanimously approved our operational permit application for our Neves Project. The permit was formally issued and published in the official gazette of the Minas Gerais government on October 26, 2024.
Added
On January 9, 2026, the Company’s subsidiary Atlas Critical Minerals Corporation (“Atlas Critical Minerals”), commenced trading on the Nasdaq Capital Market under the ticker symbol “ATCX.” Atlas Critical Minerals has projects in rare earths, graphite, uranium, and iron ore.
Removed
The permit authorizes us to assemble and operate our lithium processing plant, process mined ore from one of our deposits at the facility, and sell the lithium concentrate that it produces. This key development came after an extensive technical review process by regulatory agencies that began with our initial permit application on September 1, 2023.
Added
More details about Atlas Critical Minerals are available on its website at www.atlascriticalminerals.com and in its filings with the Securities and Exchange Commission. Since the beginning of 2026, we have received written indications of interest from multiple parties to purchase our future lithium concentrate production.
Removed
The triphasic permit obtained by us is the most expeditious licensing modality available as it encompasses the initial, installation, and operating licenses all within this same issued authorization (known as “LP/LI/LO” in the local regulatory terminology). In November 2024, we outlined our medium to long-term regional growth strategy within Brazil’s Lithium Valley (“LV”), locally known as the Jequitinhonha River Valley.
Added
Following a period of lower lithium prices, we have observed increased interest from potential customers in securing long-term supply arrangements.
Removed
We announced that we had assembled Brazil’s largest portfolio of lithium mineral rights among publicly listed companies, with three key projects spanning the major lithium-mineralized zones: the Neves Project in southern LV, our flagship development which has recently been permitted and is advancing toward production; the Clear Project in central LV, encompassing 470 acres situated 3.8 miles from Sigma Lithium’s mine, where detailed geological mapping has resulted in the discovery of two pegmatites and completed soil sampling revealed a substantial northeast-southwest trending lithium anomaly; and the Salinas Project in northern LV, spanning 2,070 acres with natural spodumene outcrops located 4.7 miles from Latin Resources Ltd.
Added
We generated limited revenues in year ended on December 31, 2025 because we paused production of quartzite blocks and slabs in first half of 2025 to effect modifications to our operations and address certain identified issues, including the adoption of an updated drainage plan for the quarry.
Removed
Our strategic approach prioritizes the Neves Project for initial production while simultaneously advancing exploration at the Clear and Salinas Projects. In December 2024, we strengthened our leadership team with two strategic appointments aimed at accelerating our production readiness.
Added
Net cash provided by financing activities totaled $51,523,029 for the year ended December 31, 2025, compared to $32,131,672 during the year ended December 31,2024, representing an increase in cash provided of $19,391,357, or 60.35%.
Removed
Eduardo Queiroz joined as Project Management Officer and Vice President of Engineering, bringing over 20 years of experience managing complex, large-scale mining projects.
Added
We completed the following financing activities in 2025: ● During the year ended December 31, 2025, we sold (i) 7,627,566 shares under the ATM Agreement for proceeds of $ 41.7 million ($1.3 million net proceeds in 2024), and (ii) 2,500,000 shares to certain institutional investors in a registered direct offering for proceeds of $10 million ($30 million in 2024); and ● In 2025, net proceeds of $2.5 million were generated from the sale of shares of Atlas Critical Minerals, a consolidated subsidiary of the Company.
Removed
His most recent role was as General Manager of Planning and Management at Bamin, a unit of Eurasian Resources Group, where he successfully led the strategic planning of several projects over US$3 billion, including an integrated iron ore mining project encompassing mining operations, processing plant, railway, and ocean port facilities.
Added
Offtake and Sales Agreement from Mitsui As further described in “Note 7 – Related Party Transactions, ” the Company has entered into an Offtake and Sales Agreement with Mitsui pursuant to which Mitsui has agreed to purchase a spot quantity of 15,000 dry metric tons of product and, subject to the satisfaction of certain conditions, to purchase a minimum of 60,000 dry metric tons per year for a period of five years commencing with the first year of such shipments, or until an aggregate of 300,000 dry metric tons has been delivered, if later. 28 Table of Contents Currency Risk We operate primarily in Brazil, which exposes us to currency risks.
Removed
Additionally, we expanded our global presence by appointing Lili Wu as Head of Business Development for Asia. Based in Beijing, Ms. Wu brings extensive knowledge and network in the lithium and battery materials industries, with prior roles at InsightWoo and IHS Markit (now part of S&P Global).
Added
The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer.
Removed
Her appointment is particularly strategic as China’s electric vehicle sales demonstrated 51% year-over-year growth as of November 2024. In February 2025, we achieved a significant milestone with the successful shipment of our modular dense media separation (DMS) lithium processing plant from South Africa to Brazil.
Added
The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the update early.
Removed
The shipment, consisting of 141 containers and 10 bulk items, departed the Port of Durban on February 2, 2025, and arrived at the Port of Santos, Brazil, on March 7, 2025.
Added
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this update revise the master glossary definition of the term performance condition for share-based consideration payable to a customer.
Removed
The newly manufactured processing facility is fully paid and wholly owned by us and a cornerstone of our Neves Project, is designed to deliver high-quality lithium concentrate to the global market for electric vehicles (EVs) and renewable energy storage systems.
Added
The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time).
Removed
The plant incorporates cutting-edge and environmentally conscious design features, including a compact, modular design for efficient transportation and installation, optimized physical footprint to minimize environmental impact while ensuring high operational efficiency, advanced water conservation through internal recycling systems, and sustainable tailings management using dry-stacking technology that eliminates the need for tailings dams.
Added
The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers.
Removed
This development marked another critical step in our progression toward becoming the next lithium producer in Brazil’s resource-rich Lithium Valley.
Added
The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations.
Removed
We believe that our operations in Brazil’s Lithium Valley will benefit from significant strategic advantages, including competitive production costs and high-quality spodumene, positioning us well to meet demand for premium-grade lithium concentrate, particularly from Asian markets where electric vehicle adoption continues to accelerate.
Added
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.
Removed
We have engaged SGS Canada Inc. to produce a definitive feasibility study (as such term is defined under Regulation S-K Item 1300) with respect to our Neves Project.
Added
The amendments in this update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows: 1. Practical expedient.
Removed
In 2024, 81% of the instruments issued fully vested during the year, compared to 40% of similar instruments issued in 2023; and ● A decrease in exploration costs due to a reduction in exploratory drilling activities in 2024 and the commencement of the capitalization of exploration expenses ($4.5 million from April to December 2024 and Nil in 2023) due to the conclusion of a preliminary economic assessment of the Neves Project in the second quarter of 2024.
Added
In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. 2. Accounting policy election.
Removed
We completed the following financing activities in 2024: ● On March 28, 2024, we entered into a Securities Purchase Agreement with Mitsui to issue 1,871,250 shares of our common stock in a registered direct offering for total gross proceeds of $30,000,000.
Added
An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
Removed
Net proceeds were approximately $29.6 million after deducting offering expenses. ● On November 22, 2024, we entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC for the issuance of up $25.0 million of shares of our common stock (the “ATM Agreement”).
Added
Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) — Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.
Removed
Offtake and Sales Agreements In December 2023, we entered into Offtake and Sales Agreements with each of Sichuan Yahua Industrial Group Co., Ltd. and Sheng Wei Zhi Yuan International Limited, a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant to which we agreed, for a period of five (5) years, to sell to each buyer 60,000 dry metric tonnes of lithium concentrate (the “Product”) per year, subject to our authority to increase or decrease such quantity by up to ten percent (10%) each year.
Added
The amendments in this update exclude from derivative accounting nonexchange-traded contracts with underlying that are based on operations or activities specific to one of the parties to the contract.
Removed
Each of the buyers agreed that upon the Company reaching certain milestones, including the obtaining of customary licenses, to pre-pay to the Company $20.0 million (each, a “Pre-Payment Amount”) for future deliveries of the Product after we obtain customary licenses. Each Pre-Payment Amount when made will be used to offset against such buyers’ future payment obligations for the Product.
Added
However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments.
Removed
On March 27, 2024, In connection with the closing of a registered offering of our common stock to Mitsui (the “Mitsui Registered Offering”), our subsidiary Atlas Brazil and Mitsui entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.
Added
The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted.
Removed
Recent Accounting Pronouncements In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations.
Added
Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements. 31 Table of Contents In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) — Hedge Accounting Improvements.
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