What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 430 added, 358 removed, 220 unchanged (78% of the section changed)

4 unchanged sentences

Current assets:

Cash and cash equivalents

Cash and cash

Accounts receivable

Taxes recoverable

Deposits and advances

Total current assets

2 unchanged sentences

Equity investments

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued expenses

Related party notes and other payables

Accounts payable and accrued

party notes and other payables

Total current liabilities

Deferred consideration from

royalties sold

Other noncurrent liabilities

Total liabilities

Stockholders’ deficit:

Series A preferred stock, $ 0.001 par value.

10,000,000 shares authorized;

1 share issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Series D preferred stock, $ 0.001 par value.

Stockholders’ Equity:

Series A preferred stock, $ 0.001 par

1 share issued and outstanding as of June 30, 2023 and December 31, 2022

Series D preferred stock,

1,000,000 shares authorized;

214,006 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

issued and outstanding as of June 30, 2023 and December 31, 2022,

Preferred stock, value

Common stock, $ 0.001

par value 4,000,000,000 authorized;

Common stock, $ 0.001 par

200,000,000 and 4,000,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively;

10,033,334 and

shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

5,110,014 shares issued and outstanding as of June, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Accumulated other comprehensive

( 72,678,536 )

2 unchanged sentences

stockholders’ equity

Non-controlling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

Non-controlling

stockholders’ equity

liabilities and stockholders’ equity

accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

the Three Months Ended March 31, 2023 and 2022

Three months ended March 31

the Three and Six Months Ended June 30, 2023 and 2022

months ended June 30

Cost of revenue

2 unchanged sentences

General and administrative

Compensation and related costs

Compensation and related

Stock-based compensation

Total operating expenses

operating expenses

Loss from operations

( 9,523,792 )

Other expense (income)

( 1,013,270 )

( 14,003,160 )

( 1,849,965 )

Other expense (income)

Total other expense

Loss before provision for income taxes

expense (income)

other expense

Loss before provision for

( 9,396,896 )

Provision for income taxes

( 1,013,256 )

Loss attributable to non-controlling interest

Net loss attributable to Atlas Lithium Corporation stockholders

( 13,862,249 )

( 1,847,999 )

Provision for income

( 9,396,896 )

( 1,013,256 )

( 13,862,249 )

( 1,847,999 )

attributable to non-controlling interest

loss attributable to Atlas Lithium Corporation stockholders

$ ( 9,126,649 )

$ ( 871,016 )

( 13,092,587 )

$ ( 1,402,506 )

Basic and diluted loss per share

Net loss per share attributable to Atlas Lithium Corporation common stockholders

loss per share attributable to Atlas Lithium Corporation common stockholders

Weighted-average number of common shares outstanding:

3 unchanged sentences

$ ( 1,013,256 )

Foreign currency translation adjustment

( 13,862,249 )

$ ( 1,847,999 )

currency translation adjustment

Comprehensive loss

( 9,357,310 )

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to Atlas Lithium Corporation stockholders

( 13,756,358 )

( 1,541,535 )

Comprehensive

loss attributable to noncontrolling interests

Comprehensive

loss attributable to Atlas Lithium Corporation stockholders

$ ( 9,087,743 )

$ ( 871,531 )

( 12,987,865 )

$ ( 1,340,718 )

accompanying notes are an integral part of the consolidated financial statements.

LITHIUM CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three Months Ended March 31, 2023 and 2022

Equity (Deficit)

Series A Preferred Stock

Series D Preferred Stock

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

the Six Months Ended June 30, 2023 and 2022

A Preferred Stock

D Preferred Stock

Comprehensive

1 unchanged sentence

Stockholders’

Equity (Deficit)

Balance, December

1 unchanged sentence

$ ( 59,585,949 )

Issuance of common stock in connection with sales made under private offerings

Issuance of common stock in

connection with sales made under private

Issuance of common stock in

connection with purchase of mining

Issuance of common stock in

exchange for consulting, professional and other

Conversion of Convertible Preferred

D stock into Common Stock

Exercise of warrants

Stock-based compensation

Change in foreign currency translation

Sale of Apollo Resources common stock in connection with equity offerings

Balance, March 31, 2022

Change in foreign currency

Sale of Jupiter Gold common

stock in connection with equity

( 13,092,587 )

( 13,862,249 )

Equity (Deficit)

Series A Preferred Stock

Series D Preferred Stock

Balance, June 30, 2023

$ ( 876,318 )

$ ( 72,678,536 )

A Preferred Stock

D Preferred Stock

Comprehensive

1 unchanged sentence

Stockholders’

Equity (Deficit)

Balance, December 31, 2022

December 31, 2021

3,109,178,852

$ ( 712,810 )

Issuance of common stock in connection with sales made under private offerings

Issuance of common stock in connection with purchase of mining rights

Issuance of common stock in exchange for consulting, professional and other services

Exercise of warrants

$ ( 54,957,429 )

of common stock in connection with sales made under

private offerings

Stock-based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

Sale of Apollo Resources common stock in connection with equity offerings

in foreign currency translation

Sale of Apollo Resources common stock in connection with equity

( 1,402,506 )

( 1,847,999 )

Balance, March 31, 2023

June 30, 2022

3,385,151,300

$ ( 651,022 )

$ ( 56,359,935 )

accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS (UNAUDITED)

the Three Months Ended March 31, 2023 and 2022

Three months ended March 31

Cash flows from operating activities of continuing operations:

the Six Months Ended June 30, 2023 and 2022

ended June 30

Cash flows from operating activities of continuing

$ ( 13,862,249 )

Adjustments to reconcile net loss to cash used in operating activities:

Stock based compensation and services

( 1,847,999 )

Adjustments to reconcile

net loss to cash used in operating activities:

Stock-based compensation

Issuance of common stock

in connection with purchase of mining rights

Depreciation and amortization

Intagible assets purchase

Other non cash expenses

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Accounts receivable

1 unchanged sentence

Deposits and advances

Accounts payable and accrued expenses

( 1,058,993 )

Other noncurrent liabilities

Net cash used in operating activities

Accounts payable and accrued

Deferred consideration

from royalties sold

noncurrent liabilities

cash provided (used) by operating activities

( 1,327,301 )

Cash flows from investing activities:

Acquisition of capital assets

Increase in intangible assets

Acquisition of capital

in intangible assets

( 2,523,343 )

Net cash used in investing activities

cash used in investing activities

( 2,679,812 )

Cash flows from financing activities:

Net proceeds from sale of common stock

Proceeds from sale of subsidiary common stock to noncontrolling interests

Net cash provided by financing activities

Effect of exchange rates on cash and cash equivalents

Net proceeds from sale

of common stock

from sale of subsidiary common stock to noncontrolling interests

cash provided by financing activities

Effect of exchange rates

on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

accompanying notes are an integral part of the consolidated financial statements.

3 unchanged sentences

and Description of Business

Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated under the

laws of the State of Nevada, on December 15, 2011.

The Company changed its management and business on December 18, 2012, to focus

on mineral exploration in Brazil.

Lithium Corporation ( together with its subsidiaries “Atlas Lithium .

the “Company” , “the Registrant”, “we”, “us”,

or “our” ) was incorporated under the laws of the State of Nevada, on December 15, 2011.

The Company changed its

management and business on December 18, 2012, to focus on mineral exploration in Brazil.

of Presentation and Principles of Consolidation

2 unchanged sentences

GAAP”) and are expressed in United States dollars.

For the years ended December 31, 2022 and 2021, the

consolidated financial statements include the accounts of the Company;

For the years ended December 31, 2022 and 2021,

the consolidated financial statements include the accounts of the Company;

its 99.99 % owned subsidiary, Atlas Litio Brasil Ltda.

(“Atlas Brasil”),

which includes the accounts of Atlas Brasil’s wholly-owned subsidiary, Mineração Duas Barras Ltda.

and Atlas Brasil’s 50 % owned subsidiary, RST Recursos Minerais Ltda.

its 99.99 % owned subsidiary, Hercules Resources

Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes

Brasil”), which includes the accounts of Atlas Brasil’s wholly-owned subsidiary, Mineração Duas Barras Ltda.

(“MDB”), and Atlas Brasil’s 50 % owned subsidiary, RST Recursos Minerais Ltda.

its 99.99 % owned

subsidiary, Hercules Resources Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules

Brasil Comercio e Transportes Ltda.

(“Hercules Brasil”);

its 45.11 % equity interest in Apollo Resources Corporation (“Apollo Resources”) and

its subsidiary Mineração Apollo, Ltda.;

and its 28.72 % equity interest in Jupiter Gold Corporation (“Jupiter Gold”),

which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda.

The Company has concluded

that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable

accounting standards and guidance.

As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been

included in the Company’s consolidated financial statements.

its 45.11 % equity interest in Apollo Resources Corporation (“Apollo

Resources”) and its subsidiary Mineração Apollo, Ltda.;

and its 28.00 % equity interest in Jupiter Gold Corporation

(“Jupiter Gold”), which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda.

Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in

accordance with applicable accounting standards and guidance.

As such, the accounts and results of Apollo Resources, Jupiter Gold and

their subsidiaries have been included in the Company’s consolidated financial statements.

material intercompany accounts and transactions have been eliminated in consolidation.

14 unchanged sentences

and Equipment

following table sets forth the components of the Company’s property and equipment at March 31, 2023 and December 31, 2022:

OF PROPERTY AND EQUIPMENT

March 31, 2023

December 31, 2022

following table sets forth the components of the Company’s property and equipment as of June 30, 2023 and December 31, 2022:

SCHEDULE OF PROPERTY AND EQUIPMENT

Capital assets subject to depreciation:

4 unchanged sentences

$ ( 441,732 )

the three months ended March 31, 2023, and 2022, the Company recorded depreciation expense of $ 4,015

and $ 7,571 ,

respectively.

the three and six months ended June 30, 2023, the Company recorded depreciation expense of $ 4,093 and $ 8,108 , respectively, and for the

three and six months ended June 30, 2022, the Company recorded depreciation expense of $ 13,661 and $ 27,323 , respectively.

assets consist of mining rights which are not amortized as the mining rights are perpetual.

The carrying value of these mineral

rights at March 31, 2023 and at December 31, 2022 was $ 6,961,449

and $ 4,971,267 ,

respectively.

January 19, 2023, the Company consummated a transaction in which it acquired five mineral rights (the “Mineral Rights”)

totaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement

(the “Acquisition Agreement”).

The Mineral Rights are located in the municipalities of Araçuaí and Itinga,

in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company has reasons to believe that

the acquisition of the Mineral Rights was part of a competitive process.

The carrying value of these mineral rights

as of June 30, 2023 and at December 31, 2022 was $ 7,361,149 and $ 4,971,267 , respectively.

January 19, 2023, the Company consummated a transaction in which it acquired five mineral rights (the “Mineral Rights”) totaling

1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement (the

“Acquisition Agreement”).

The Mineral Rights are located in the municipalities of Araçuaí and Itinga, in a

region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company has reasons to believe that the acquisition

of the Mineral Rights was part of a competitive process.

Company’s obligations under the Acquisition Agreement are:

5 unchanged sentences

monthly payments of $ 22,000 ;

If the Mineral Rights eventually

yield at least five million tons of spodumene (a lithium-bearing mineral) containing at least an average of 1.3% Li 2 O,

as determined by a technical report prepared by an independent consulting firm pursuant to the requirements of Item 1300 through Item

1305 of Regulation S-K (“SK1300 Report”), then an additional payment of 10 monthly installments of $10,000 and an additional

issuance of $500,000 worth of restricted shares of common stock of the Company are to be made;

the Mineral Rights eventually yield at least five million tons of spodumene (a lithium-bearing mineral) containing at least an average

of 1.3% Li 2 O, as determined by a technical report prepared by an independent consulting firm pursuant to the requirements

of Item 1300 through Item 1305 of Regulation S-K (“SK1300 Report”), then an additional payment of 10 monthly installments

of $10,000 and an additional issuance of $500,000 worth of restricted shares of common stock of the Company are to be made;

the Mineral Rights eventually yield at least 10 million tons of spodumene containing at least an average of 1.3% Li 2 O,

1 unchanged sentence

$500,000 worth of restricted shares of common stock of the Company are to be made;

If the Mineral Rights eventually yield more than 10 million tons of spodumene

containing at least an average of 1.3% Li 2 O , as determined by an SK1300 Report,

then a payment of $0.20 per each ton above 10 million tons is to be made.

the Mineral Rights eventually yield more than 10 million tons of spodumene containing at least an average of 1.3% Li 2 O,

as determined by an SK1300 Report, then a payment of $0.20 per each ton above 10 million tons is to be made.

LITHIUM CORPORATION

3 unchanged sentences

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

March 31, 2023

December 31, 2022

Accounts payable and other accruals

Mineral rights payable

3 – DEFERRED CONSIDERATION FROM ROYALTIES SOLD

May 2, 2023, the Company and Atlas Litio Brasil Ltda.

(the “Company Subsidiary”), entered into a Royalty Purchase

Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange

The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the

Company Subsidiary sold to LRC in consideration for $ 20,000,000

in cash, a royalty interest equaling 3 %

of the gross revenue (the “Royalty”) to be

received by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that

are located in Brazil and held by the Company Subsidiary.

the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the

“Royalty Agreement”) pursuant to which the Company Subsidiary granted

LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first

receipt of the sales proceeds with respect to the products from the Property.

The Royalty Agreement contains other customary terms,

including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and

LRC’s information and audit rights.

Under the Royalty Agreement, the Company Subsidiary also grant ed LRC an option to purchase

additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and

conditions as the Royalty, at a total purchase price of $ 5,000,000 .

4 – OTHER NONCURRENT LIABILITIES

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located

The balance of these employee related costs as of March 31, 2023, and December 31, 2022, amounted to $ 76,285 and $ 78,964 , respectively.

The balance of these employee related costs as of June 30, 2023, and December 31, 2022, amounted to $ 52,582 and $ 78,964 , respectively.

5 – STOCKHOLDERS’ EQUITY

and Amendments

of March 31, 2023, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

December 20, 2022, the Company filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to effect

a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”).

Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted

into one issued and outstanding share of common stock, without any change in par value per share.

No fractional shares were issued as

a result of the Reverse Stock Split and no cash or other consideration was paid.

Instead, we issued one whole share of the post-split

common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

Stock Split did not affect the number of shares of authorized stock.

Our common stock began trading on the Over the Courter Bulleting Board on a Reverse Stock Split-adjusted

basis on December 23, 2022, and was assigned a new temporary ticker symbol “ATLXD” for the 20 business days following the Reverse

In connection with our firm underwritten public offering which closed on January 12, 2023, our common stock started trading

on the Nasdaq Capital Market under the ticker symbol “ATLX” on January 10, 2023.

All share, equity award, and per share

amounts contained in these Condensed Interim Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for

all prior periods presented.

Stock and Amendments

July 18, 2022, the board of directors of the Company (the “Board of

Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding

shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally

Intended Reverse Stock Split”).

The holder of the majority voting power of our voting stock (the “Majority Stockholder”)

approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted

under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”).

For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the

Company with the U.S.

Securities and Exchange Commission (the “SEC” or the “Commission”) on July 29, 2022 (the

“2022 Information Statement”) and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available

on EDGAR at www.sec.gov.

December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State

of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”).

In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended

Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055,

with the holders of common stock voting as a separate class;

and (ii) that the Original Articles Amendment was a nullity in that, under

Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split.

As a result, the Board

of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to

file the documents that would have been necessary to effectuate a 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common

stock (the “Rectified Reverse Stock Split”) and then immediately thereafter increase the number of shares of authorized common

stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022.

to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized

and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”),

and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation

of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s

issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a

ratio of 1-for-750 , retroactively effective as of December 20, 2022, without a vote of the stockholders.

The board of directors also

directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of Change including the

Change Validation Certificate with the SOS.

Pursuant to the NRS, no stockholder approval for this action was required.

On May 25, 2023,

the Company filed the Certificate of Correction and Certificate of Change including the Change Validation Certificate with the SOS, as

also reported in Exhibits 3.2 and 3.1, respectively, to the Form 8-K filed by the Company with the Commission on May 25, 2023.

carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation

of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved

on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334

shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board’s and stockholders’ original

intent in effecting the Originally Intended Reverse Stock Split.

the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s

articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common

stock to two hundred million ( 200,000,000 ) and to amend certain other provisions in the Company’s Current Articles (the “Amended

and Restated Articles”).

The Board of Directors and the Majority Stockholder determined to decrease the number of shares of our

authorized common stock in order to reduce the number of shares available for issuance given that the large number of shares of common

stock authorized for issuance may have a perceived negative impact on any potential future efforts to attract additional financing due

to the dilutive effect of having such a large number of shares available for issuance.

On April 21, 2023, the Company’s board of

directors and the Majority Stockholder approved the Amended and Restated Articles.

Following the effectiveness of the Certificate of

Correction and the Certificate of Change including the Change Validation Certificate filed with the SOS, on May 25, 2023, the Company

filed the Amended and Restated Articles, as also reported in Exhibit 3.3 of the Form 8-K filed by the Company with the Commission on May 26,

foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”)

filed by the Company with the Commission on May 2, 2023.

As also contemplated in the Information Statement, on May 25, 2023, the Company also

filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of Withdrawal

of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”).

The filings of the

Certificates of Withdrawals were effective as of May 25, 2023.

of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

Pursuant to the vote by a written consent dated April 21, 2023, of the Company’s Majority Stockholder, entitled to 51% of the voting

power of the Company’s issued and outstanding voting stock , the number of shares of the Company’s authorized common stock

was decreased to 200,000,000 shares.

As of June 30, 2023, the Company had 200,000,000 authorized shares of common stock, with a par value

of $ 0.001 per share.

In connection with the Originally Intended Reverse Stock Split, as corrected

by the Rectified Reverse Stock Split, the Company effectuated as of

December 20, 2022

a reverse stock split of our issued

and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”).

Following the Reverse Stock Split,

each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share

of common stock, without any change in par value per share.

fractional shares were issued as a result of the Reverse Stock Split and no cash or other consideration was paid.

Instead, we issued

one whole share of the post-split common stock to any stockholder who otherwise would have received a fractional share as a result of

the Reverse Stock Split.

As rectified, the Reverse Stock Split did not affect the number of shares of authorized stock.

All share, equity award, and

per share amounts contained in these Condensed Interim Consolidated Financial Statements have been adjusted to reflect the Reverse Stock

Split for all prior periods presented.

A Preferred Stock

4 unchanged sentences

and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock,

with the holders of Series

A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then

outstanding, and the holders of Common Stock are entitled to their proportional share of the remaining 49% of the total votes based on

their respective voting power .

The one outstanding

share of our Series A Stock has been held by our Chief Executive Officer and Chairman, Mr.

with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares

of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of

the total votes based on their respective voting power .

The one outstanding share of our Series A Stock has been held by our Chief

Executive Officer and Chairman, Mr.

Marc Fogassa since December 18, 2012.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

D Preferred Stock

5 unchanged sentences

D Stock shall have no voting power until such time as the Series D Stock is converted into shares of common stock.

Pursuant to the Series D COD, one share of

Series D Stock is convertible into 10,000

shares of common stock and may be converted at any time at the election of the holder.

Holders of the Series D Stock are not

entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared

by the Company on a pro rata basis.

September 15, 2021, the Company issued 214,006

shares of Series D Stock to Marc Fogassa for

the conversion of $ 566,743

in convertible note principal and $ 75,275

of interest expense.

Months Ended March 31, 2023, Transactions

January 9, 2023 (the “Effective Date”), the company, entered into an underwriting agreement (the “Underwriting

Agreement”) with EF Hutton (“EF Hutton”), division of Benchmark Investments, LLC, as representative of the underwriters named therein (the

“Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000

shares of the Company’s common stock, par value $ 0.001

(“Common Stock”), to the Representative, at a public offering price of $ 6.00

per share (the “Offering Price”) in a firm commitment public offering (the “Offering”).

The Company also

granted the Representative a 45-day option to purchase up to 101,250

additional shares of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any

over-allotments in connection with the Offering (the “Over-Allotment Option”).

On January 11, 2023, the Representative

delivered its notice to exercise the Over-Allotment Option in full.

Pursuant to the

Series D COD one share of Series D Stock is convertible into 10,000 shares of common stock and may be converted at any time at the

election of the holder.

Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively

convertible into 13 and 1/3 shares of common stock Holders of the Series D Stock are not entitled to any liquidation preference over

the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata

Months Ended June, 2023, Transactions

January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division

of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which

the Company agreed to sell an aggregate of 675,000

shares of the Company’s common stock, to

the Representative, at a public offering price of $ 6.00

per share (the “Offering Price”)

in a firm commitment public offering (the “Offering”).

The Company also granted the Representative a 45-day option to purchase

up to 101,250

additional shares of the Company’s common

stock upon the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment

On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.

shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No.

filed with the Securities and Exchange Commission (the “Commission”) and declared effective on January

9, 2023 (the “Registration Statement”).

filed with the Commission and declared effective on January 9, 2023 (the “Registration

The consummation of the Offering took place on January 12, 2023 (the “Closing”).

8 unchanged sentences

$ 4,657,500 .

The “ Intangible

Assets ” discussion in Note 2 above, is incorporated herein by reference.

“ Intangible Assets ” discussion in Note 2 above, is incorporated herein by reference.

January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors

(the “ Investors ”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private

placement (the “ Private Placement ”) an aggregate of 640,000 restricted shares of the Company’s common stock

(the “ Shares ”), par value $ 0.001 per share.

The purchase price for the Shares was $ 6.25 per share, for total gross

proceeds of $ 4,000,000 .

(the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement

(the “Private Placement”) an aggregate of 640,000

restricted shares of the Company’s common

stock (the “Shares”).

The purchase price for the Shares was $ 6.25

per share, for total gross proceeds of $ 4,000,000 .

The Private Placement transaction closed on February 1, 2023.

Additionally,

during the three months ended March 31, 2023, the Company sold an aggregate of 91,500

shares of our common stock to Triton Funds, LP (“Triton”) for total gross proceeds of $ 831,834

pursuant to a Common Stock Purchase Agreement (the

“CSPA”) entered into between the Company and Triton Funds, LP, dated February 26, 2021.

For a description of the transactions

contemplated under the CSPA, please refer to our Form 8-K filed with the Commission on March 2, 2021.

Months Ended March 31, 2022, Transactions

the three months ended March 31, 2022, the Company issued 120.399 shares of common stock for gross proceeds of $ 397,999 pursuant to subscription

agreements with accredited investors.

during the six months ended June 30, 2023, the Company sold an aggregate of 192,817 shares of our common stock to Triton Funds, LP

for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between the

Company and Triton Funds, LP, dated February 26, 2021.

For a description of the transactions contemplated under the CSPA, please refer

to our Form 8-K filed with the Commission on March 2, 2021.

May 26, 2023, our CEO and Chairman, Mr.

Marc Fogassa, elected to convert 214,006 shares of Series D Stock, representing all of his outstanding

shares of Series D Stock at that time, into shares of common stock.

As a result, of such conversion, the Company issued Mr.

Fogassa 2,853,413

new shares of common stock.

during the six months ended June 30, 2023, the Company issued 5,206 shares of common stock to officers and consultants in compensation

for services rendered.

Months Ended June 30, 2022 Transactions

the six months ended June 30, 2022, the Company issued 3 17,291 shares of common stock

for gross proceeds of $ 1,385,960 pursuant to subscription agreements with accredited investors.

Stock Incentive Plan

May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options,

stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based

cash awards, each of which may be granted separately or in tandem with other awards.

The number of shares of Company’s common

stock issuable pursuant to Plan will be equal to 2,000,000

For a description of the 2023 Stock Incentive Plan ,

please refer to the Company’s Revised Definitive Information Statement on Schedule 14C filed

with the Commission on June 5, 2023.

Stock Options

the three months ended March 31, 2023, and 2022, the Company granted options to purchase common stock to officers and non-management directors.

the six months ended June 30, 2023 and 2022, the Company granted options to purchase common stock to officers and non-management directors.

The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

OF OPTIONS FAIR VALUE ASSUMPTIONS

SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS

Expected volatility

272.06 % – 280.94 %

79.00 % – 220.00 %

Risk-free interest rate

3.42 % – 3.99 %

0.9 % – 1.83 %

Stock price on date of grant

$ 7.0000 - $ 13.3500

$ 4.50 - $ 6.00

Dividend yield

Expected term

in common stock options for the three months ended March 31, 2023, and 2022 were as follows:

OF OUTSTANDING AND EXERCISABLE OPTIONS

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Outstanding and vested, January 1, 2023

Outstanding and vested, March 31, 2023

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Stock price on date of

in common stock options for the six months ended June 30, 2023 and 2022 were as follows:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

of Options Outstanding and Vested

Average Exercise Price

Contractual Life (Years)

Intrinsic Value

and vested, January 1, 2023

and vested, June 30, 2023

the six months ended June 30, 2023, option holders exercised a total 16,000 options with a $ 0.75 exercise price.

These exercises were

paid for with 542 options conceded in cashless exercises.

As a result of the options exercised, the Company issued 15,458 common shares.

of Options Outstanding and Vested

Outstanding and vested, January 1, 2022

Outstanding and vested, March 31, 2022

in Series D preferred stock options for the three months ended March 31, 2023 and 2022 were as follows:

Number of Options Outstanding and Vested

Weighted Average Exercise Price 1

Remaining Contractual Life (Years)

Aggregated Intrinsic Value

Outstanding and vested, June 30, 2022

in Series D preferred stock options for the six months ended June 30, 2023 and 2022 were as follows:

of Options Outstanding and Vested

Average Exercise Price(1)

Contractual Life (Years)

Intrinsic Value

Outstanding, January 1, 2023

Outstanding and vested, March 31, 2023

Number of Options Outstanding and Vested

Weighted Average Exercise Price 1

Remaining Contractual Life (Years)

Aggregated Intrinsic Value

Outstanding and vested, June 30, 2023

of Options Outstanding and Vested

Average Exercise Price(1)

Contractual Life (Years)

Intrinsic Value

Outstanding, January 1, 2022

Outstanding and vested, March 31, 2022

presents the exercise price required to purchase one share of Series D Stock, which is convertible into 13

and 1/3 shares of common stock at any time at the election of the holder.

Outstanding and vested, June 30, 2022

Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common

stock at any time at the election of the holder.

Series D preferred stock options vested immediately upon issuance and are exercisable for a period of ten years from the date of issuance.

The Series D preferred stock options issued in the three months ended March 31, 2023, were issued with a total grant date fair value of

The Series D preferred stock options issued in the six months ended June 30, 2023 were issued with a total grant date fair value of $ 1,003,783 ,

compared to total grant date fair value of $ 322,135 for the Series D preferred stock options issued in the six months ended June

Purchase Warrants

1 unchanged sentence

to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity .

the three months ended March 31, 2023, and 2022, the Company issued common stock purchase warrants to EF Hutton.

All warrants are vested within

180 days from issuance and are exercisable for a period of two to five years from the date of issuance.

Changes in stock purchase warrants

for the three months ended March 31, 2023, and 2022 were as follows:

the six months ended June 30, 2023 and 2022, the Company issued common stock purchase warrants to brokers in connection with the private

placement financing.

All warrants vest within 180 days from issuance and are exercisable for a period of two to five years from the date

Changes in stock purchase warrants for the six months ended June 30, 2023 and 2022 were as follows:

SCHEDULE OF WARRANT ACTIVITY

Number of Options Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual

Aggregated Intrinsic Value

of Options Outstanding and Vested

Average Exercise Price

Average Contractual

Intrinsic Value

Outstanding and vested, January 1, 2023

Warrants issued (1)

Outstanding and vested, March 31, 2023

warrants issued in the three months ended March 31, 2023 had a total grant date fair value

of $ 197,614 , as valued using the Black-Scholes option pricing model with the following assumptions:

our stock price on the date of the grant which was $ 8.10 , expected dividend yield of 0.0 %,

expected volatility of 205.19 % estimated based on historical share price volatility, a risk-free

interest rate of 3.54 %, and an expected term of 5 years.

Number of Options Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual

Aggregated Intrinsic Value

Warrants exercised(2)

Outstanding and vested, June 30, 2023

The warrants issued in the

six months ended June 30, 2023 had a total grant date fair value of $ 2,156,793 , valued using the Black-Scholes option pricing model

with the following assumptions:

our stock price on the date of the grant which ranged from $ 8.10 to $ 18.00 , expected dividend yield

of 0.0 %, expected volatility of 196.40 % estimated based on historical share price volatility, a risk-free interest rate between 3.43 %

and 3.54 %, and an expected term of 5 years.

During the six months

ended June 30, 2023, warrant holders exercised a total 388,676

warrants to purchase 342,114 shares of the Company’s common stock .

The warrant exercises were executed with exercise

prices ranging between $ 5.1085 and $ 8.3325 per share and were paid for with (i) $ 844,039

in cash proceeds to the Company and (ii) 46,573

warrants conceded in cashless exercises.

As a result of the warrants exercised, the Company issued 342,114

common shares.

of Options Outstanding and Vested

Average Exercise Price

Average Contractual Life (Years)

Intrinsic Value

Outstanding and vested, January

Outstanding and vested, March 31, 2022

Outstanding and vested, June 30, 2022

the six months ended June 30, 2023, the Company awarded a total of 138,697

restricted and unrestricted shares of common stock to officers for a total purchase price of five ($ 5 )

common stock awards included (i) 50,933 common shares which vested immediately, (ii) 63,764 restricted shares of common stock which

vest in equal annual installments over three years, and (iii) 24,000 restricted shares of common stock which vest in equal annual

installments over four years .

The restricted shares of common stock will become unrestricted common shares immediately upon

These common stock awards were issued with a total grant date fair value of $ 1,175,129 ,

as measured using the Company’s 20-day volume weighted average price trailing to the date of issuance.

During the six months

ended June 30, 2023, the Company recognized $ 649,062

in stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss ($ nil ,

for the six months ended June 30, 2022).

As of June 30, 2023, the Company had 87,764

unvested common stock awards outstanding.

6 – COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

Gold Corporation

the three months ended March 31, 2023, Jupiter Gold granted options to purchase an aggregate of 105,000 shares of its common stock to

Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

the six months ended June 30, 2023, Jupiter Gold granted options to purchase an aggregate of 210,000 shares

of its common stock to Marc Fogassa at prices ranging between $ 0.01 to

The options were valued at $ 71,841 and

recorded to stock-based compensation.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

the Company’s stock price on the date of the grant which ranged from $ 1.10 to

expected dividend yield of 0 %,

historical volatility calculated ranging from 298 %

risk-free interest rate between a range of 3.42 %

and an expected term between five and ten

During the six months ended June 30, 2023, Marc 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, the Company issued 728,580 common shares to Marc Fogassa.

On June 13, 2023,

the Company purchased 320,700 shares of Jupiter Gold common stock at $ 1.00 per share.

the six months ended June 30, 2022, Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to Marc

Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

The options were valued at $ 51,967 and recorded to stock-based compensation.

1 unchanged sentence

the Company’s stock

price on the date of the grant ($ 1.00 to $ 1.49 ), expected dividend yield of 0 %, historical volatility calculated at 224 %, risk-free interest

rate between a range of 3.40 % to 4.26 %, and an expected term between 5 and 10 years.

the three months ended March 31, 2022, Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to

Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

price on the date of the grant which ranged from $ 0.8 to $ 1.00 , expected dividend yield of 0 %, historical volatility calculated at 225 %,

risk-free interest rate between a range of 1.59 % to 2.85 %, and an expected term between five and ten years .

Resources Corporation

the six months ended June 30, 2023, Apollo Resources granted options to purchase an aggregate of 90,000 shares of its common stock to

Marc Fogassa at a price of $ 0.01 per share.

The options were valued at $ 111,874 and recorded to stock-based compensation.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock

price on the date of the grant ($ 0.25 to $ 0.30 ), expected dividend yield of 0 %, historical volatility calculated at 232 %, risk-free interest

rate between a range of 1.59 % to 1.79 %, and an expected term between 5 and 10 years.

Resource Corporation

the three months ended March 31, 2023, Apollo Resources granted options to purchase an aggregate of 45,000

shares of its common stock to Marc Fogassa at

a price of $ 0.01

The options were valued at $ 55,944

and recorded to stock-based compensation.

options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price

on the date of the grant ($ 5.00 ),

expected dividend yield of 0 %,

historical volatility calculated at 58 %,

risk-free interest rate between a range of 3.40 %

and an expected term of 10

the three months ended March 31, 2022, Apollo Resources granted options to purchase an aggregate of 135,000 shares of its common stock

to Marc Fogassa at a price of $ 0.01 per share.

were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price on the

date of the grant which was $ 5.00 , an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated ranging

from 53.2 % to 58.0 %, risk-free interest rate between a range of 3.42 % to 3.99 %, and an expected term of ten years .

the six months ended June 30, 2022, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to

Marc Fogassa at a price of $ 1.22 per share.

The options were valued at $ 219,921 and recorded to stock-based compensation.

1 unchanged sentence

the Company’s stock price on the

date of the grant ($ 0.10 to $ 5.00 ), expected dividend yield of 0 %, historical volatility calculated at 71 %, risk-free interest rate between

a range of 0.68 % to 2.34 %, and an expected term between 5 and 10 years.

date of the grant which ranged from $ 1.25 to $ 5.00 , expected dividend yield of 0 %, historical volatility calculated at 71 %, risk-free

interest rate between a range of 1.59 % to 2.85 %, and an expected term between five and ten years .

7 – RISKS AND UNCERTAINTIES

23 unchanged sentences

8 – SUBSEQUENT EVENTS

July 18, 2022, the Board of Directors adopted resolutions to effect a reverse stock split of the Company’s issued and

outstanding shares of Common Stock at a ratio of 1-for-750 without affecting the number of shares of authorized Common Stock (the

“Originally Intended Reverse Stock Split”).

The holder of the majority voting power of our voting stock (the

“Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu

of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the

company’s bylaws, as then amended (the “Bylaws”).

For additional information on the Originally Intended Reverse

Stock Split, refer to the Definitive Information Statement filed by the Company with the U.S.

Securities and Exchange Commission

(the “SEC” or the “Commission”) on July 29, 2022 (the “2022 Information Statement”) and the Form 8-K filed by the Company with

the SEC on December 22, 2022, both available on EDGAR at www.sec.gov.

December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State

of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”).

In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended

Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055,

with the holders of common stock voting as a separate class;

and (ii) that the Original Articles Amendment was a nullity in that, under

Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split.

As a result, the Board

of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to

file the documents that would have been necessary to effectuate a 1-for-750 reverse stock split of the issued and outstanding Common

Stock with a corresponding split of the authorized Common Stock (the “Rectified Reverse Stock Split”) and then immediately

thereafter increase the number of shares of authorized Common Stock back to the number it was prior to the Rectified Reverse Stock Split

as of December 20, 2022.

to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized

and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”),

and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation

of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s

issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a

ratio of 1-for-750 , retroactively effective as of December 20, 2022, without a vote of the stockholders.

The board of directors also

directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of Change including the

Change Validation Certificate with the SOS.

Pursuant to the NRS, no stockholder approval for this action was required.

Company will file the Certificate of Correction and the Certificate of Change including the Change Validation Certificate with the SOS

no earlier than May 25, 2023, which is the twenty (20) calendar days after the mailing of the Information Statement to the stockholders

of record, pursuant to Rule 14c-2 under the Exchange Act.

In connection with these corporate actions, the Company filed an Information

Statement with the SEC on May 2, 2023.

Upon the filing of the Certificate of Correction the Original Articles Amendment will be nullified

and the intention to effectuate a reverse stock split of 1-for-750 will be validated retroactively as of December 20, 2022, at the original

filing date and time of the Original Articles Amendment.

carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation

of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved

on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of Common Stock from 5,333,334

shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board’s and stockholders’ original

intent in effecting the Originally Intended Reverse Stock Split.

the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s

articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common

stock to two hundred million ( 200,000,000 )

and to amend certain other provisions in the Company’s Current Articles (the “Amended and Restated Articles”).

Board of Directors and the Majority Stockholder determined to decrease the number of shares of our authorized common stock in order to

reduce the number of shares available for issuance given that the large number of shares of common stock authorized for issuance may

have a perceived negative impact on any potential future efforts to attract additional financing due to the dilutive effect of having

such a large number of shares available for issuance.

On April 21, 2023, the Company’s board of directors and the Majority Stockholder

approved the Amended and Restated Articles.

All the actions described herein will take effect upon filing with the SOS, which is not

expected to take place prior to May 25 , 2023.

On May 2, 2023, Atlas

Lithium Corporation (the “Company”) and Atlas Litio Brasil Ltda., a Brazilian subsidiary of the Company (the

“Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium

Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (the “LRC”).

The transaction contemplated under

the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC in consideration for $ 20,000,000 in

cash, a royalty interest equaling 3 %

of future gross revenue (the “Royalty”) to be received by the Company Subsidiary from the sale of products from certain

19 mineral rights and properties that are located in Brazil and held by the Company Subsidiary (the “Property”).

On the same day, the Company

Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which the Company

Subsidiary grants LRC the Royalty and undertakes to calculate and make royalty payment on a quarterly basis commencing from the first

receipt of the sales proceeds with respect to the products from the Property.

The Royalty Agreement contains other customary terms, including

but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and LRC’s information

and audit rights.

Under the Royalty Agreement, the Company Subsidiary also grants LRC a one-year option to purchase additional royalty interest

with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions as the Royalty, at a total

purchase price of $ 5,000,000 .

July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the

Investors in a Regulation S private placement an aggregate of 526,317 restricted shares of the Company’s common stock, par value

$ 0.001 per share.

The purchase price for the Shares was $ 19.00 per share, for total gross proceeds of $ 10,000,023 .

The Company currently intends to use the proceeds from the Private Placement for general working capital purposes.

The Investors each made customary representations, warranties and covenants, including, among other things, that each of the Investors is a “non-U.S.

Person” as defined in Regulation S, and that they were not solicited by means of generation solicitation.

No broker-dealer or private

placement agent was involved in the Private Placement.

entered into a certain technical services agreement with one of the Investors with experience in the lithium industry.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements