What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-10-20 compared with 2023-08-14 · 130 added, 98 removed, 196 unchanged (54% of the section changed)

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that may be expected for any period in the future.

Lithium Corporation is a mineral exploration and development company with lithium projects and multiple lithium exploration

In addition, we own exploration properties in other battery minerals, including nickel, rare earths, graphite, and titanium .

Our current focus is the development from exploration to active mining of our hard-rock lithium project located in the state of Minas

Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil, which has been recently 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.

Lithium Corporation 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, rare

earths, graphite, and titanium .

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, premier pegmatitic district in Brazil, which has been recently

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.

are in the initial planning stages of planning to develop and own 100% of a processing facility capable of producing 300,000 tons of

lithium concentrate annually.

However, there can be no assurance that we will have the necessary capital resources to develop such

facility or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality

needed to meet market demand.

of our mineral projects and properties are located in Brazil and our mineral rights portfolio for battery minerals includes

approximately 71.057 acres (288 km 2 ) for lithium in 58 mineral rights, 52,229 acres for nickel (211 km 2 ) in 14

mineral rights, 30,009 acres (121 km 2 ) for rare earths in seven mineral rights, 17,117 acres (69 km 2 ) for

titanium in seven mineral rights, and 9,663 acres (39 km 2 ) for graphite in two mineral rights.

We believe that we hold

the largest portfolio of exploration properties for battery minerals in Brazil, a premier and well-established mining

jurisdiction.

are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil, where

some of our high-potential mineral rights are adjacent to or near large lithium deposits that belong to Sigma Lithium Corporation

Our Minas Gerais Lithium Project (“MGLP”) is our largest project and consists of 51 mineral rights

spread over 54,791 acres (222 km 2 ) and predominantly located within the Brazilian Eastern Pegmatitic Province which has

been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which

contain lithium-bearing minerals such as spodumene and petalite.

However, there can be no assurance that we will have the necessary capital resources to develop such facility

or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality needed to meet

market demand.

All of our mineral projects

and properties are located in Brazil and our mineral rights portfolio for battery minerals includes approximately 75,542 acres (306 km 2 )

for lithium in 61 mineral rights, 137,883 acres for nickel (558 km 2 ) in 37 mineral rights, 30,009 acres (121 km 2 )

for rare earths in seven mineral rights, 22,050 acres (89 km 2 ) for titanium in seven mineral rights, and 13,766 acres (56 km 2 )

for graphite in three mineral rights.

We believe that we hold the largest portfolio of exploration properties for battery minerals in

Brazil, a premier and well-established mining jurisdiction.

We are primarily focused

on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil.

Our Minas Gerais

Lithium Project (“MGLP”) is our largest project and consists of 54 mineral rights spread over 59,275 acres (240 km 2 )

and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey

and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and

believe that we can increase our value by the acceleration of our exploratory work and quantification of our lithium mineralization.

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we have 100%-ownership of several mining concessions for gold and diamonds, two of which also include industrial sand.

lithium properties became our corporate focus, we stopped alluvial gold and diamond exploration efforts in 2018 and the sale of our industrial sand in

In addition to these projects, we own 45.11% of the shares of common stock of Apollo Resources, a private company primarily

focused on the development of its initial iron mine.

also own approximately 28.00% of the shares of common stock of Jupiter Gold, a company focused

on the exploration of two gold projects and a quartzite mine, and whose common stock are quoted on the OTCQB marketplace

under the symbol “JUPGF.” The quartzite mine started operations in June 2023.

As our lithium

properties became our corporate focus, we stopped alluvial gold and diamond exploration efforts in 2018 and the sale of our industrial

sand in 2022.

addition to these projects, we own 45.11% of the shares of common stock of Apollo Resources, a private company primarily focused on the

development of its initial iron mine.

also own approximately 27.42% of the shares of common stock of Jupiter Gold, a company focused on the exploration of two gold projects

and a quartzite mine, and whose common stock are quoted on the OTCQB marketplace under the symbol “JUPGF.” The quartzite

mine started operations in June 2023.

Resources and Jupiter Gold have not generated any revenues to date.

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ongoing drilling campaign is delineating the lithium resources of our 100%-owned Neves Project, a cluster of four lithium mineral rights

Our current geological team is comprised of 12 geologists, nine of which are employed full-time.

To support the work of our geologists

we have 18 full-time field and support technicians and machinery operators.

Our geological team and our exploration campaign is supervised

by Volodymyr Myadzel, Ph.D., a Qualified Person for lithium as such term is defined in Subpart

Our current geological team is comprised of 13 geologists, eleven of which are employed full-time.

To support the work of

our geologists we have 25 full-time field and support technicians and machinery operators.

Our geological team and our exploration campaign

is supervised by Volodymyr Myadzel, Ph.D., a Qualified Person for lithium as such term is defined in Subpart

1300 of Regulation S-K promulgated by the Commission (“Regulation S-K 1300”) .

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Laporte visited our Neves Project between May 4 and May 6, 2023.

The Maiden Resource Report is expected to be completed during the third quarter of 2023.

Maiden Resource Report will update and replace our previously

filed SLR International Corporation’s technical report summary entitled “S-K 1300 Technical

Report Summary on the Das Neves Lithium Project” (the “Initial Exploration Report”), with an effective date of August

10, 2022, and a signature date of August 31, 2022.

The Initial Exploration Report presented recommendations to us on further steps

necessary for the delineation of the lithium resources at our Neves Project.

At the time of the Initial Exploration Report, we had one

drill on site and 1,213 meters drilled in total.

Currently, we have 10 active drills operating and have drilled, as of June 30, 2023,

an aggregate of 33,664 meters.

The Maiden Resource Report is expected to be completed during the first quarter of 2024.

Maiden Resource Report will update and replace our

previously filed SLR International Corporation’s technical report summary entitled “S-K

1300 Technical Report Summary on the Das Neves Lithium Project” (the “Initial Exploration Report”), with an effective

date of August 10, 2022, and a signature date of August 31, 2022.

The Initial Exploration Report presented recommendations to

us on further steps necessary for the delineation of the lithium resources at our Neves Project.

At the time of the Initial Exploration

Report, we had one drill on site and 1,213 meters drilled in total.

Currently, we have 10 active drills operating and have drilled, as

of September 30, 2023, an aggregate of 58,497 meters.

The current drilling campaign pace is approximately 7,500 meters drilled per month.

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Li2O over 6.0 meters from 172.0m to 178.0m

drilling and sampling follow strict best practices established under

QA/QC protocols.

Li2O over 12.15 meters from 139.20m to 151.35m, which includes:

Li2O over 2.9 meters from 139.20m to 142.10m, and

Li2O over 1.41% meters from 148m to 149.41m

over 27.83 meters from 64.52 m to 92.35m, which includes:

over 5 meters from 67m to 72m, and

over 4 meters from 86.40m to 90.40m

over 11 meters from 196.5m to 207.50m, which includes:

over 4 meters from 196.50m to 200.5m, and

over 2 meters from 202.50m to 204.50m

over 4.42 meters from 181m to 185.42m

over 18 meters from 67.56m to 85.56m, which includes:

over 3.99 meters from 67.56m to 71.55m, and

over 5.71 meters from 190.39m to 196.10m

over 6.73 meters from 158.92m to 165,65m,

over 3.78 meters from 170.03m to 173,81m

over 3.77 meters from 229.53 to 233,30m.

over 5 meters from 145.25m to 150,25m,

over 21 meters from 159.25m to 179,25m, which includes:

over 3 meters from 176.25m to 179,25m.

over 7 meters from 203.88m to 210.88m

drilling and sampling follow strict best practices established under QA/QC protocols.

All lithium samples are analyzed at SGS-Geosol,

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7.22% was achieved for heavy liquid separation.

Commercial-grade lithium concentrate was obtained from our representative

sample using standard dense media separation, a gravity-based approach which does not use any harmful chemicals or

The Metallurgical Report also showed final lithium concentrate grading of 6.04% Li 2 O with only 0.53% Fe 2 O 3 ,

and a lithium recovery of 70%.

Our desired target was the production of concentrate grading 6.0% Li 2 O with less than 1.0%

Fe 2 O 3 , and these targets were exceeded.

SGS has been providing testing and analytical services to the mining industry

since 1941 and has earned the reputation as a leading provider of metallurgical services.

Commercial-grade lithium concentrate was obtained from our representative sample using

standard dense media separation, a gravity-based approach which does not use any harmful chemicals or flotation.

The Metallurgical Report

also showed final lithium concentrate grading of 6.04% Li 2 O with only 0.53% Fe 2 O 3 , and a lithium recovery

Our desired target was the production of concentrate grading 6.0% Li 2 O with less than 1.0% Fe 2 O 3 ,

and these targets were exceeded.

SGS has been providing testing and analytical services to the mining industry since 1941 and has earned

the reputation as a leading provider of metallurgical services.

Metallurgical Report will become a chapter in the Maiden Resource Report described above.

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for both companies.

During the three months ending June 30, 2023, we continued to engage in discussions with Mitsui regarding progress

During the three months ending September 30, 2023, we continued to engage in discussions with Mitsui regarding progress

toward achieving the milestones set forth in the MOU.

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May 2, 2023, we 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

(“LRC”), whereby the Company Subsidiary sold to LRC in consideration for $20,000,000 in cash, a royalty interest

equaling 3% of the 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 “Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase

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

Company Subsidiary sold to LRC in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the 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 same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant

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of Operations

Three Months Ended June 30, 2023, Compared to the Three Months ended June, 2022

loss for the three months ended June 30, 2023, totaled $9,126,649, compared to net of $871,016 during the three months ended June 30,

The increase in loss is mainly due to:

general and administrative expenses in the period due to legal fees, traveling expenses and the cost of D&O insurance

for the quarter;

Increased compensation costs relate to the increase in employee headcount and bonus paid to management;

Stock-based compensation increase is due to the increase in our common stock share price and new members of the management team;

Three Months Ended September 30, 2023, Compared to the Three Months ended September 30, 2022

loss attributable to Atlas Lithium Corporation stockholders for the three months ended September 30, 2023, totaled $11,279,475

compared to a net loss of $1,028,192 during the three months ended September 30, 2022.

The increase in loss is mainly due

general and administrative expenses in the period due to legal fees, traveling expenses and the cost of D&O insurance for the

compensation costs related to the increase in employee headcount and bonus paid to management;

compensation increase due to the increase in our common stock share price and new members of the management team;

exploration expenses for the period due the execution of the drilling program on our 100% owned Minas Gerais Lithium Project.

Months Ended June 30, 2023 Compared to the Six Months ended June 30, 2022

loss for the six months ended June 30, 2023, totaled $13,092,587, compared to net of $1,402,506 during the six months ended June 30,

The increase in loss is mainly due to

Months Ended September 30, 2023 Compared to the Nine Months ended September 30, 2022

loss attributable to Atlas Lithium Corporation stockholders for the nine months ended September 30, 2023, totaled $24,372,062,

compared to a net loss of $2,430,698 during the nine months ended September 30, 2022.

The increase in loss is mainly due

general and administrative expenses in the period due to approximately $1,030,000 in non-recurring transaction costs associated with

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compensation costs due to the increase in employee headcount and bonus paid to management

Stock-based compensation increase is due to the increase in our common stock share price and new members of the management team;

compensation increase due to the increase in our common stock share price and new members of the management team;

exploration expenses for the period due the execution of the drilling program on our 100% owned Minas Gerais Lithium Project.

and Capital Resources

of June 30, 2023, we had cash and cash equivalents of $20,165,214 and net working capital, including cash, of $16,640,187.

cash provided by operating activities totaled $11,783,491 for the six months ended June 30, 2023, compared to net cash used of $1,327,301

during the six months ended June 30, 2022, representing an increase of $13,110,792 or 987%.

The said increase in net

of September 30, 2023, we had cash and cash equivalents of $22,857,357 and net working capital, including cash, of

cash provided by operating activities totaled $3,314,979 for the nine months ended September 30, 2023, compared to net cash used of

$258,293 during the nine months ended September 30, 2022, representing an increase of $3,573,272 or 1,383%.

The increase in net

cash generated by operating activities was mainly due to:

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in compensation expenses due to the increase of management and exploration teams.

cash used in investing activities totaled $2,679,812 for the six months ended June 30, 2023, compared to net cash used of $247,163 during

the six months ended June 30, 2022, representing an increase in cash used of $2,432,649 or 984%.

The increase refers to the purchase

of lithium mining rights.

cash provided by financing activities totaled $10,675,118 for the six months ended June 30, 2023, compared to $1,910,960 during the six

months ended June 30, 2022, representing an increase in cash provided of $8,764,158 or 458%.

cash used in investing activities totaled $1,521,977 for the nine months ended September 30, 2023, compared to net cash used of $2,573,826

during the nine months ended September 30, 2022, representing a reduction in cash used of $1, 051 , 849

or 4 1 % due to purchases of intangible assets that occurred

in the first nine months of 2022

cash provided by financing activities totaled $20,822,531 for the nine months ended September 30, 2023, compared to $3,188,736 during the nine

months ended September 30, 2022, representing an increase in cash provided of $17,633,795 or 553%.

The increase is mainly due to:

Our Offering which closed on January 12, 2023, with

aggregate gross proceeds of $4,657,500.

Securities Purchase Agreement with two investors, pursuant

to which we agreed to issue and sell to the Investors in a Regulation S private placement an aggregate of 640,000 restricted shares

of our common stock, 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.

During the three months ended June, 2023, we also sold

an aggregate of 192,817 shares of our common stock to Triton Funds, L.P for total gross proceeds of $1,675,797 pursuant to a Common

Stock Purchase Agreement entered between us and Triton Funds, LP.

further information on three transactions mentioned above, please refer to Note 5 – stockholders´ equity.

Offering that closed on January 12, 2023, with aggregate gross proceeds of $4,657,500.

of a Securities Purchase Agreement with two investors, pursuant to which we agreed to issue and sell to the Investors in a

Regulation S private placement an aggregate of 640,000 restricted shares of our common stock, par value $0.001 per share.

purchase price for the Shares was $6.25 per share, for total gross proceeds of $4,000,000.

sale, during the three months ended June 30, 2023, of an aggregate of 192,817 shares of our common stock to Triton Funds,

L.P for total gross proceeds of $1,675,797 pursuant to a Common Stock Purchase Agreement entered between us and Triton Funds,

The sale during the three months ended September 30, 2023,

of an aggregate of 526,317 shares of our common stock to four investors (the “Investors”) for total gross

proceeds of $10,000,023 pursuant to a Private Placement Agreement entered between us and the Investors.

further information on the transactions mentioned above, please refer to Note 5 – stockholders´ equity.

have historically incurred net operating losses and have not yet received material revenues from the sale of products or services.

primary sources of liquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and the

equity of one of our subsidiaries.

equity of one of our subsidiaries and (iii) sale of royalty interest.

For example, on January 12, 2023, we completed a firm underwritten public offering of 776,250

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proceeds from the sale of our common stock in transaction exempt under Regulation S of the Securities Act of 1933, as amended (the

“Securities Act”), and (iii) sale of royalty interest.

“Securities Act”).

Lastly, on May 2, 2023, in connection with entering into the

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We believe our cash on hand will be sufficient to meet our working capital and capital expenditure requirements

for a period of at least twelve months through March 2024.

for a period of at least twelve months through September 2024.

On August 25, 2023, we filed a Registration Statement on Form S-3 with the Commission, which was amended on September

8, 2023 and declared effective on September 18, 2023 (the “Shelf Registration Statement”).

The Shelf Registration Statement,

which includes a base prospectus, is a source of liquidity that allows us at any time to offer an aggregate of up to $75,000,000 of common

stock and/or preferred stock in one or more offerings.

Unless otherwise specified in a prospectus supplement accompanying the base prospectus,

we would use the net proceeds from the sale of any securities offered pursuant to the Shelf Registration Statement for general corporate

purposes, including the development and commercialization of our products, general and administrative expenses, and working capital and

capital expenditures.

future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth,

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disclosed in our financial statements.

If our estimate of the fair value is incorrect on June 30, 2023, it could negatively affect our

financial position and liquidity and could result in our having understated our net loss.

If our estimate of the fair value is incorrect on September 30, 2023, it could negatively affect

our financial position and liquidity and could result in our having understated our net loss.

Accounting Pronouncements

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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 2. Management’s Discussion and Analysis