Item 4. Controls and Procedures
Item
4. CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
Our
management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation,
and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based
on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of September 30, 2023, our disclosure
controls and procedures were effective at a reasonable assurance level.
(b)
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred in the quarter ended September 30, 2023, that materially
affected, or would be reasonably likely to materially affect, our internal control over financial reporting.
(d)
Limitations of the Effectiveness of Controls and Procedures
In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information
required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated
to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding
required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must
reflect the fact that there are resource constrains and that management is required to apply judgement in evaluating the benefits of
possible controls and procedures relative to their costs.
10
Table of Contents
PART
II OTHER INFORMATION
FORWARD
LOOKING STATEMENTS
This
Quarterly Report contains forward-looking statements. We intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act
and Section 21E of the Exchange Act. A ll statements other than statements of historical
fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current
expectations, as of the date of this Quarterly Report, about our future results of operations
and financial position; our ability to effectively process our minerals and achieve commercial grade at scale; risks
and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining
projects, environmental hazards, industrial accidents, weather or geologically related conditions); our ability to derive any
financial success from the Memorandum of Understanding entered into with Mitsui & Co., Ltd. in December 2022; uncertainty about
our ability to obtain required capital to execute our business plan; uncertainties inherent in budgeting, including budgets relating
to our mineral exploration activities and our ability to realize a return on funds committed to exploration and evaluation; our
ability to hire and retain required personnel; changes in the market prices of lithium and lithium products and demand for such
products; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to
permitting, zoning and regulatory delays related to our projects; and uncertainties inherent in the estimation of lithium
resources and commercial viability of mineral deposits . T hese
statements involve known and unknown risks, uncertainties and other important factors that may cause actual results,
performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these
forward-looking statements.
In
some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “could,” “intend,” “target,”
“project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”,
or “continue” or the negative of these terms or other similar expressions Factors
that could cause future results to materially differ from the recent results or those projected in forward-looking statements include,
but are not limited to: unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding
mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; market fluctuations;
government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental
protection; competition; the loss of services of key personnel, including our Chairman and Chief Executive Officer, Marc Fogassa; unusual or infrequent weather phenomena, sabotage, government or other
interference in the maintenance or provision of infrastructure as well as general economic conditions, geopolitical events; availability
of capital; Atlas Lithium’s ability to maintain its competitive position; manipulative attempts by short sellers to drive down
our stock price; and dependence on key management.
The
forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may affect our business, financial condition
and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number
of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the
factors described under the section in this Quarterly Report titled “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” as well as factors described under the section titled “Risk
Factors” in each of our Quarterly Reports on Form 10-Q for the quarter ended March 31,2023 and our Form 10-K for the fiscal year
ended December 31, 2022 and other filings we make with the Commission. Therefore, you should not place undue reliance on these forward-looking
statements.
You
should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding
that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these
cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements
contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Item
1. LEGAL PROCEEDINGS
We are not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have
a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.
Item
1A. RISK FACTORS
There
have been no material changes to the Risk Factors described in Item 1A. “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2022 and our Quarterly Report in Form 10-Q for the quarter ended March 31, 2023.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.