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Item 1. Business

2024-03-27 compared with 2023-03-30 · 179 added, 521 removed, 42 unchanged (94% of the section changed)

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 exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the

increased demand for electrification in our daily living, as exemplified by the rise in demand for electric vehicles, and simultaneous

transition away from fossil fuels.

Our current focus is on developing our hard-rock lithium project located in Minas Gerais State in

Brazil at a well-known, premier pegmatitic district in Brazil.

We intend to produce and sell lithium concentrate, a key ingredient for

the global battery supply chain.

are also in the initial stages of planning to develop and own 100% of a plant capable of producing 150,000 tons of lithium concentrate

However, there can be no assurance that such a facility may ultimately come to fruition or, if developed, that the production

capacity will equal our expectations.

December 2022, we signed a non-binding Memorandum of Understanding (“MOU”) with Mitsui & Co., Ltd.

a global enterprise headquartered in Tokyo.

The MOU contemplates potential funding from Mitsui to us of up to $65 million, to be made

in tranches and subject to the achievement of specific milestones acceptable to Mitsui, that would give Mitsui the right to buy, at market

price, up to 100% of our production from our planned plant with output capacity of 150,000 tons of lithium concentrate per year.

are no certainties that we will enter into a binding agreement with Mitsui, or that we will achieve any milestones acceptable to Mitsui

or receive any funding from them.

of our mineral projects and properties are located in Brazil and, as of the date of this Annual Report, our mineral rights portfolio

for critical and battery minerals includes approximately 75,040 acres (304 km2) for lithium in 64 mineral rights, 54,950 acres for nickel

(222 km2) in 15 mineral rights, 30,054 acres (122 km2) for rare earths in seven mineral rights, 22,050 acres (89 km2) for titanium in

seven mineral rights, and 13,766 acres (56 km2) for graphite in three mineral rights.

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.

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.

are building a modular plant targeted at producing 150,000 tons

of lithium concentrate per annum (“tpa”) in what we describe as Phase I.

We plan on adding additional modules to the plant with the intent of doubling its production capacity to 300,000 tpa in Phase II.

All our mineral projects and properties are located in Brazil, a well-established mining jurisdiction.

Our mineral rights include approximately:

hectares (539 km 2 ) for lithium in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8

in pre-exploration stage);

44,913 hectares

(449 km 2 ) for nickel in 29 mineral rights (23 in exploration stage, and 6 in pre-exploration stage);

hectares (251 km 2 ) for copper in 13 mineral rights (12 in exploration stage, and 1 in pre-exploration stage);

12,144 hectares

(121 km 2 ) for rare earths in 7 mineral rights, all in exploration stage;

hectares (69 km 2 ) for titanium in 5 mineral rights, all in exploration stage;

hectares (39 km 2 ) for graphite in 2 mineral rights, all in exploration stage;

hectares (10 km 2 ) for gold mineral rights, all in exploration stage.

addition, we also have a few additional mineral rights in the process of being acquired and not yet titled in our name.

We believe that

we hold the largest portfolio of exploration properties for lithium and other battery minerals in Brazil.

material property at this time is the Neves Project, depicted in the map below.

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 is our largest project

and consists of 85 mineral rights spread over approximately 468 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.

believe that we can increase our value by continuing our exploratory 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.

commercial goal is to be able to enter production of lithium concentrate, a product which is highly sought after in the battery

supply chain for electric vehicles.

also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and

high technology applications such as nickel, copper, rare earths, graphite, and titanium.

We believe that the shift from fossil

fuels to battery power may yield long-term opportunities for us not only in lithium but also in such other minerals.

Additionally,

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

As our lithium

properties became our focus, we stopped alluvial gold and diamond exploration efforts in 2018 and ceased sales of industrial

sand in 2022.

addition to the projects described above, we own 58.71% of the shares of common stock of Apollo Resources Corporation, a private company

primarily focused on the development of an iron mine located in the state of Minas Gerais in Brazil.

also own approximately 27.42% of the shares of common stock of Jupiter Gold Corporation (OTCBQ:

JUPGF), a company focused on the

exploration of two gold projects and a quartzite mine.

The results of operations of both Apollo Resources and Jupiter

Gold are consolidated in our financial statements under U.S.

Gerais Lithium Project

Minas Gerais Lithium Project is currently our largest endeavor and primary focus.

This project is located in northeastern Minas Gerais,

Brazil along the prolific Eastern Brazilian Pegmatite Province (“EBP”) that extends more than 850 kilometers across eastern

Minas Gerais.

Pegmatites are igneous bodies derived during the final stages of crystallization of a larger parent igneous intrusion,

most commonly a granitic rock.

They are distinctive for their very coarse-grained crystalline texture, and in some instances, complex

composition with unusual minerals and rare elements.

Commercially productive lithium mineralization along the EBP is centered around

the Araçuaí mining district which is host to the majority of Brazil’s commercial lithium production and reported

mineral reserves.

current lithium property position in the State of Minas Gerais comprises 57 mineral rights totaling 58,774 acres (304

km 2 ) which include five main clusters of prospective mineralization:

Neves (currently being explored by drilling

campaign), Itinga, Salinas, Santa Clara, and Tesouras.

Our Neves and Santa Clara clusters are located directly adjacent to and

along trend of a large cluster of lithium deposits currently being developed by Sigma Lithium Resources (Nasdaq:

of the region’s long mining history, basic local infrastructure near our mineral properties ranges from adequate to robust, with

access to hydroelectric power and water supplies, a well-established road network with direct access to commercial ports.

and services, industrial suppliers and a skilled and semi-skilled labor force are also generally available from the surrounding communities

where we operate.

initiating exploration at our Minas Gerais Lithium Project in early 2021, we have confirmed the widespread presence of hard-rock lithium-bearing

Minas Gerais Lithium Project (“MGLP”) is currently our largest undertaking and primary focus.

This project is located in

northeastern Minas Gerais, Brazil along the Eastern Brazilian Pegmatite Province (“EBP”) that extends more than 850

kilometers across eastern Minas Gerais.

Pegmatites are igneous bodies derived during the final stages of crystallization of a larger

parent igneous intrusion, most commonly a granitic rock.

They are distinctive for their very coarse-grained crystalline texture, and

in some instances, complex composition with unusual minerals and rare elements.

Commercially productive lithium mineralization along

the EBP is centered around the Araçuaí mining district which is host to the majority of Brazil’s commercial

lithium production and reported mineral reserves.

current lithium property position in the state of Minas Gerais comprises 85 mineral rights totaling approximately 468 km 2

which include seven main clusters of prospective mineralization:

Neves (currently being explored by drilling campaign and referred to

as the “Neves Project”), Coronel Murta, Eastern Properties, Itinga, Salinas, Santa Clara, and Tesouras.

of the region’s long mining history, basic local infrastructure near our mineral properties ranges from adequate to robust,

with access to hydroelectric power and water supplies, and a well-established road network with direct access to commercial ports.

Basic goods and services, industrial suppliers and a skilled and semi-skilled labor force are also generally available from the

surrounding communities where we operate.

initiating exploration at MGLP in early 2021, we have confirmed the widespread presence of hard-rock lithium-bearing

pegmatites across our property portfolio.

the second quarter of 2022, we engaged SLR International Corporation (“SLR”) to prepare an initial Technical Report Summary

(“TRS”) compliant with the requirements of Items 1300 through 1305 of Regulation S-K (“Regulation S-K 1300”)

on the ongoing and planned exploration of our 100%-owned Neves Lithium Project, located in Araçuaí, Minas Gerais, Brazil

(the “Neves Project”).

SLR is a global technical consulting firm which is well-known in the mining industry as a premier provider of technical

reporting and certification.

SLR visited our project site and discussed technical details with our geologists during the preparation

TRS on the Neves Project is included as Exhibit 96.2 to this Annual Report.

The effective date of such report is August 10, 2022.

EBP is considered to be one of the world’s largest geologic belts of granites 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 state.

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

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These include

lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% LiO 2 ), and petalite with

up to 2.09% Li (4.50% LiO 2 ).

project area encompasses multiple areas of mineralized pegmatites, in general occurring as series of sub-parallel elongate tabular bodies,

referred to as ‘pegmatite dike swarms,’ hosted in metamorphic shists.

Individual pegmatite bodies range from several meters

to more than 50 meters thick and from tens of meters up to one (1) kilometer in lateral strike length.

They are primarily composed of

the minerals quartz, feldspar and mica with localized concentrations of spodumene and petalite.

Individual feldspar and spodumene crystals

can reach up to two meters in length, but typically are more homogeneously distributed and ranging in size from one to a few centimeters

initiating our exploration program in 2021, our team has focused on evaluating the Neves target area through a systematic approach involving

a combination of basic prospecting, geologic field mapping, trenching and geochemical sampling, and diamond drilling.

From August 2021 to March 2023, 81 diamond drill holes totaling 9,285 meters

have been completed at Atlas’ flagship Das Neves (“Neves”) property.

At Neves, our current focus is on the Abelhas pegmatite

cluster, a system of northeasterly trending intrusive dikes (or ‘dike swarm’) that has been mapped over an approximate 1,000-meter

by 400-meter area.

diamond drill core rigs are currently operating, with an eighth drill expected for early April 2023.

we released assay results for the drill holes completed at Neves .

Significant highlights for such drill holes include:

Li 2 O over 3.5 meters Estimated True Width (“ETW”) in hole AB-11

Li 2 O over 17.3 meters ETW in hole AB-11B

Li2O over 4.8 meters ETW in hole AB-12

Li2O over 7.9 meters ETW in hole AB-13

Li 2 O over 18.2 meters ETW in hole AB-15

Li2O over 8.0 meters ETW in hole AB-18

Li 2 O over 21.2 meters ETW in hole AB-21

Li2O over 8.0 meters ETW in hole AB-39B

Li2O over 6.9 meters ETW in hole AB-39B

Li2O over 27.0 meters ETW in hole AB-41

Li2O over 14.0 meters ETW in hole AB-57

Li2O over 21.6 meters ETW in hole AB-64

drilling at Abelhas began immediately south of the historic working, returning multiple pegmatite intercepts over thicknesses ranging

lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% Li 2 O 2 ), and petalite with

up to 2.09% Li (4.50% Li 2 O 2 ).

MGLP area encompasses multiple areas of mineralized pegmatites, in general occurring as series of sub-parallel elongate tabular

bodies, referred to as ‘pegmatite dike swarms,’ hosted in metamorphic shists.

Individual pegmatite bodies range from

several meters to more than 50 meters thick and from tens of meters up to approximately one kilometer in lateral strike length.

They are primarily composed of minerals such as quartz, feldspar and mica, with localized concentrations of spodumene and petalite.

Individual feldspar and spodumene crystals can reach up to two meters in length, but typically are more homogeneously distributed

and ranging in size from one to a few centimeters in length.

initiating our exploration program in 2021, we have focused on evaluating the Neves Project target area through a systematic

approach involving a combination of basic prospecting, geologic field mapping, trenching, geochemical sampling, geophysical studies,

and diamond-core drilling.

of December 31, 2023, we had drilled an aggregate of 72,899 meters at our flagship Neves Project.

our Neves Project, the focus is on the delineation of the four confirmed pegmatite bodies with spodumene mineralization, designated

as Anitta 1 through 4.

Complementing the four confirmed mineralized pegmatites are six new and promising target areas designated by

our geology team within our Neves Project.

drilling at “Abelhas” target (now Anitta 1) began immediately south of the historic working, returning multiple pegmatite intercepts over thicknesses ranging

from 1 to 11 meters ETW.

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from 1.00% Li 2 O to as high as 3.26% Li 2 O.

February 2023, a new target named “Anitta” was intercepted, extending the “Neves” trend ore body to approximately

1.1 kilometer.

The initial Anitta drilling holes (southeast of the mineralization trend) intersected pegmatite intervals with spodumene

mineralization, including a section of 4.40% Li 2 O.

A grid of 100 drill holes is currently being executed encompassing areas

on and around the Southwestern portion of Anitta, as well as areas connecting the Southwestern portion of Anitta to the original Abelhas

This drilling campaign phase is expected to be finalized in eight weeks.

intersects of the new target:

– 02 intersects totaling 16.0 meters of pegmatite.

– 04 intersects totaling 67.1 meters of pegmatite.

– 04 intersects totaling 44.6 meters of pegmatite.

– 02 intersects totaling 29.1 meters of pegmatite.

– 03 intersects totaling 28.3 meters of pegmatite.

February 2023, drilling within a new target initially named “Anitta” (now Anitta 2) intersected pegmatite intervals with

spodumene mineralization, including a section of 4.40% Li 2 O.

May 2023, drilling within a new target initially named “Anitta South” (now Anitta 3) intersected pegmatite intervals with

spodumene mineralization, including a section of 5.23% Li 2 O.

In September 2023, we announced the discovery of

a new mineralized shallow pegmatite as a result of step-out drilling at the Neves Project.

This new mineralized shallow pegmatite

has been named Anitta 4.

Additionally,

through geological mapping in the identification of new outcrops and the soil geochemistry work carried out so far, new trends mineralized

in lithium to the East and Northwest of Abelhas were identified, as shown in the map below.

Exploration holes are planned for early April

2023 in these respective areas.

map indicating potential mineralized pegmatite bodies northwest of the traverse.

through geological mapping in the identification of new outcrops and the soil geochemistry work carried out so far, six additional promising

exploration targets have been identified within the Neves Project, as shown in the map below.

November 2022, soil geochemistry campaigns have been started in the Neves Project with the aim of identifying areas with the existence

of a lithium anomaly and also comparing the anomalies with data from the geological mapping already carried out.

survey was guided by NW-SE direction lines spaced every 100 meters.

Sampling points were defined along these lines, every 25 meters on

average, depending on physiographic conditions (topography, vegetation, obstacles such as outcrops).

For the process of collecting soil

samples, a portable mechanized auger equipped with a gasoline engine, rods and drills or shells was used.

The sample collection was carried

out with an average depth of 1 meter, in order to go beyond the layer of organic soil.

sampling machine.

first campaign was carried out in November 2022 with the results obtained in December 2022.

A second campaign started at the end of January

2023 and ended at the beginning of March 2023.

Part of the chemical results of the second campaign have already been made available and

A second campaign started at the end of

January 2023 and ended at the beginning of March 2023.

Additional soil geochemistry campaigns are underway and planned.

results of the first soil campaign and part of the 2nd campaign.

General overview and planning of upcoming campaigns

Results of the soil geochemistry campaign at the Neves Project with soil anomalies in red indicating potential subsurface lithium presence.

parallel with our ongoing drilling campaign at Neves, our field crews have also been actively conducting field reconnaissance surveys

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This work has so far resulted in the positive identification by our Qualified

Person for lithium of multiple pegmatite occurrences exposed in surface outcrops and historic artisanal mine workings.

the Tesouras Target, reconnaissance field mapping and sampling has returned multiple samples containing anomalous lithium in association

with petalite mineralization exposed at surface.

the Santa Clara Target, preliminary reconnaissance mapping has identified petalite-bearing pegmatite with anomalous concentrations of

lithium exposed in an inactive artisanal mine working and nearby outcrops that are exposed over an area measuring approximately 100 meters

long by 30 meters wide.

The three other pegmatites identified in the Santa Clara area have been mapped over areas ranging from 150 to

240 meters in length by 10 to 15 meters in width.

All three of these bodies are only partially exposed at surface, remaining open in

both directions along strike and at depth.

the Salinas Target, preliminary field reconnaissance by our team of geologists has identified several spodumene-bearing pegmatites.

exposed outcropping portion of one of these pegmatites measures approximately 200 meters in length by 40 meters in width.

This pegmatite

is located one kilometer from “Lavra do Oscar,” a large artisanal mining site that has produced spodumene in the past.

Itinga project includes four newly acquired mineral rights and two mineral rights previously owned by us

mapping work was carried out in these areas and areas with potential lithium mineralization were identified.

pegmatitic body outcropping in artisanal mines

Person for lithium (as such term is defined in our “ Lithium Exploration Campaign ” discussion) of multiple

pegmatite occurrences exposed in surface outcrops and historic artisanal mining sites.

Brazil Lithium Project

Northeastern Brazil Lithium Project encompasses seven mineral rights spread over approximately 16,266 acres (66 km 2 ) in the

States of Paraíba and Rio Grande do Norte, both located in Brazil’s Northeastern region.

We have identified pegmatites in

many of our areas, and several of our mineral rights are located near to or adjacent to areas known to have spodumene, a lithium-bearing

Other Brazil Lithium Project encompasses seven mineral rights spread over approximately 71 km 2 in the States of

Paraíba, Rio Grande do Norte, and Tocantins.

We have identified pegmatites in many of

our areas, and several of our mineral rights are located near to or adjacent to areas known to have spodumene, a lithium-bearing

We plan to continue to explore our areas to assess whether we have any economic deposits.

Metallurgical

comprehensive metallurgical testing of a representative ore sample of our Neves Project has been carried out at the SGS analytical

laboratory in Lakefield, Canada (“SGS Lakefield”).

SGS Lakefield is a world-renowned testing facility within the mining

industry and has been providing independent assessments since 1941.

Preliminary results from studies with our ore indicate three

important characteristics:

easy separation of lithium, robust concentration of lithium, and low impurities such as iron.

Lakefield was able to process our ore to commercial grade spodumene concentrate (also called lithium concentrate) using standard

dense media separation (“DMS”) methods.

We expect to receive the complete report on such studies from SGS Lakefield in

forward, in parallel with our ongoing exploration program, we plan to conduct metallurgical testing on an ongoing basis as we continue

to drill test and delineate potential lithium mineral resources across our property portfolio.

2021, the Global Lithium market was valued at USD 4,650 Million in 2021 and is expected to grow at a CAGR of 13.5% during the forecast

period of 2023-2028.

The market for lithium-ion batteries is predicted to grow even larger over the forecast period as a result of the

electrification of cars.

to the strict rules that ICE automakers must adhere to in order to minimize carbon dioxide emissions from automobiles, the automotive

application market is predicted to increase significantly over the course of the projection period.

This has caused automakers to become

more interested in creating EVs, which is expected to increase demand for lithium and related goods.

Together with investments in this

area, government subsidies for Electric Vehicles (EVs) are projected to serve as an additional catalyst for the market’s expansion.”

Global Lithium Market (2023 Edition) - Analysis By Value and Volume, Source (Brine, Hardrock), Applications, End Users, By Region,

Market Size, Insights, Competition, Covid-19 Impact and Forecast (2023-2028).

Azoth Analytics.

February, 2023.

Vehicle Demand

demand for lithium for manufacturing EV batteries is another factor driving market revenue growth.

Despite the effects of COVID-19 in

the automobile industry, sales of EVs increased by almost 50% in 2020 and increased almost double to about seven million units in 2021.

When compared to a five-year average of about USD 14,500 per metric ton, lithium prices have risen by about 550% in a year due to surge

in EV demand.

By the beginning of March 2022, price of lithium carbonate had surpassed USD 75,000 per metric ton and price of lithium

hydroxide had surpassed USD 65,000 per metric ton.

Moreover, almost all traction batteries used currently in EVs and consumer gadgets

are produced using lithium, while other uses for lithium-ion (Li-ion) batteries include everything from energy storage to air travel.

There are numerous unknowns regarding how the battery market will impact future lithium demand as battery content changes depending on

active materials mix and new battery technologies are entering the market.

For instance, compared to currently popular mixes using a

graphite anode and lithium metal anode, which increases energy density in batteries, has roughly quadruple lithium needs per kilowatt-hour.”

Lithium Mining Market, By Source, By Type (Chloride, Lithium Hydroxide, Carbonate, and Concentrate), By End-Use (Flux Powder, Polymers,

Batteries, Refrigeration, Air Conditioning Equipment, and Glass & Ceramics), By Region Forecast to 2030.

Emergen Research.

September, 2022.

Developments Potentially Affecting Lithium Demand

August 25, 2022, the Washington Post published an article titled “ Did California just kill the gas-powered car?

with the sub-heading “ California’s decision to ban the sales of combustion engine cars is the latest victory in the transition

to electric vehicles, ” stating among things that:

which already leads the nation with 18% of new cars sold electric, is expected to approve a regulation to ban the sales of

new gas-only powered vehicles by 2035.

In addition to EVs, only a limited number of plug-in hybrids will be allowed to be sold and that

in California’s car market is only slightly smaller than those of France, Italy and Britain - and while many countries have promised

to phase out sales of gas cars by such-and-such date, few have concrete regulations like California.”

EV battery demand is strong

June 8, 2022, the European Union Parliament voted to ban the sale of new diesel and gasoline cars and vans starting in 2035.

no assurances can be given, these recent developments, if left unchallenged, may potentially increase demand for lithium in the U.S.,

European Union and other jurisdictions adopting similar bans on gas-powered vehicles.

Dynamic Lithium Prices

Directly relevant to our goal to produce lithium concentrate (also

called spodumene concentrate) for sale, it is important to note that the prices of such commodity have been volatile.

According to Platts,

a unit of S&P Global, a market intelligence firm, the price of spodumene concentrate FOB Australia (ticker symbol:

BATSP03) was $6,300

per ton on January 13, 2023 and more recently, on March 27, 2023, it was $4,750.

Mineral Intelligence, a well-respected global consulting firm specializing in the battery supply chain market, predicts that:

for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production of EVs, and

meet the world’s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.

Production and Sales

expect the demand for our lithium concentrate, once in production, to be facilitated by Brazil’s strong mining tradition and its

substantial annual trade with China, the United States, and the European Union.

We intend to utilize third party intermediaries for the

sale of our products to allow us to focus on our core competencies of exploration and extraction.

Mineral Properties

We also have 100%-ownership of early-stage projects and properties in other

minerals that are needed in the battery supply chain and high technology applications such as nickel, rare earths, graphite, and titanium.

We believe that the shift from fossil fuels to battery power will yield long-term opportunities for us not only in lithium but also in

the other critical and battery minerals.

Additionally,

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

As our corporate

focus became our lithium properties and those of other critical minerals, we stopped alluvial gold and diamond exploration efforts in

2018 and the sale of our industrial sand in 2022.

of the date of this Annual Report we also own:

(i) 45.11% of the common stock of Apollo Resources Corporation (“Apollo Resources”),

a private company with exploration projects for iron in Brazil, and primarily focused on the development of its initial iron mine, located

in the municipality of Rio Piracicaba in the state of Minas Gerais, for which it received in October 2022 a permit to mine from Agencia

Nacional de Mineracao (“ANM”, the Brazilian mining department) and awaits the operational license from Superintendencia do

Meio Ambiente (“SUPRAM”, the State of Minas Gerais environmental department) within the next 12 months and (ii) 28.72% of

Jupiter Gold Corporation (“Jupiter Gold”), a publicly-traded company with exploration projects for gold and a developing

quartzite quarry operation, all in Brazil, and whose common stock is quoted on the OTCQB under the symbol “JUPGF”.

The quartzite

mine is fully permitted by ANM and SUPRAM and is expected to start operations later in 2023

have determined that Apollo Resources and Jupiter Gold represent Variable Interest Entities (see our “Variable Interest Entities”

discussion on page [34] of this Annual Report).

As a result of such determination, the results of operations from both Apollo Resources

and Jupiter Gold are consolidated in our financial statements under the United States general accepted accounting principles (“U.S.

and cobalt are key battery minerals needed for the growth phase in EV production.

Cobalt is on the list of the 35 minerals considered

critical to the economic and national security of the United States as first published by the U.S.

Department of the Interior on May

In general, the greater the amount of nickel and cobalt, the greater the energy density of an EV battery, a factor that contributes

to the storage of more energy.

As a practical example of the importance of nickel and cobalt, EVs whose batteries have a higher energy

density can run more kilometers before a recharge is needed.

According to Benchmark Mineral Intelligence,

72 mining projects with an average size of 42,500 tonnes will be required to meet battery demand for refined nickel by

of Our Opportunity

own 15 mineral rights for nickel (including two mineral rights for both nickel and cobalt) totaling approximately 54,950 acres (222 km 2 ).

These mineral rights are divided in two sub-groups according to geography:

Nickel I Properties in the State of Goiás and Nickel

II Properties in the State of Piauí.

Several of our mineral rights are located near to or adjacent to areas of known nickel and

associated cobalt mineralization.

and associated cobalt mineralization often occurs as near-surface deposits hosted within a large complex of magnesium and iron rich

plutonic rocks, referred to as ultramafics, that originally formed in the earth’s lower crust and upper mantle.

In addition to

magnesium and iron, ultramafic rocks typically contain minor amounts of nickel along with lesser amounts of cobalt.

Tectonic uplift of

the ultramafic sequence followed by exposure to intense tropical weathering processes has resulted in the formation of a nickel and cobalt

enriched rock commonly referred to as nickel laterite.

Nickel laterite deposits currently account for 40% of global nickel production

are becoming an increasingly important source of nickel metal for world demand.

They typically occur as very large tonnage, low grade

deposits, and being close to the surface, are very amenable to open pit mining methods.

Nickel I property located in the Niquelandia district in north-central Goiás state has been Brazil’s national center of

commercial nickel production since the early 1980’s.

Here nickel laterite mineralization is reported to occur in nickel-bearing

iron oxides and clays which are processed via pyrometallurgical recovery methods.

Cobalt is recovered as a secondary by-product.

Nickel II property in southeastern Piauí state is located in the general area of a newly commissioned open pit mining operation

which commenced commercial production earlier this year.

Based on reports published by the mine operator, a publicly traded company,

nickel laterite mineralization in the area occurs as clay-poor, oxide rich material amenable to lower cost heap leach recovery methods.

This relatively new approach to nickel ore processing and recovery offers the potential for the commercial development of lower grade

resources that would otherwise be uneconomic using more conventional pyrometallurgical recovery methods.

plan to assess the potential of our nickel-cobalt properties through a systematic three-phase exploration approach.

The first phase will

involve a combination of analysis and interpretation of commercially available remote sensing satellite data, followed by geologic field

reconnaissance and regional scale geochemical stream sediment sampling to identify areas offering the best potential for new nickel-cobalt

Based on the results of the first phase, the second phase will involve a combination of more detailed geologic mapping,

geochemical soil and rock grid sampling, and airborne and ground-based geophysical surveys to identify and prioritize the most prospective

areas for drill targeting.

The third phase will involve first pass reconnaissance drilling of selected targets to test the presence and

distribution of prospective mineralization, with additional follow-up drilling to be conducted as results warrant.

rare earth elements (“REE”) are on the list of the 35 minerals considered critical to the economic and national security

of the United States as first published by the U.S.

Department of the Interior on May 18, 2018.

REEs consist of the lanthanide series

(lanthanum, cerium, praseodymium, neodymium, promethium, samarium, europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium,

ytterbium, and lutetium) as well as scandium and yttrium.

REEs are classified as “light” and “heavy” based on

atomic number.

Light REEs (LREEs) are comprised of lanthanum through gadolinium (atomic numbers 57 through 64).

Heavy REEs (HREEs) are

comprised of terbium through lutetium (atomic numbers 65 through 71) and yttrium (atomic number 39), which has similar chemical and physical

attributes to the HREEs.

Neodymium and praseodymium are key critical materials in the manufacturing of magnets that have the highest

magnetic strength among commercially available magnets and enable high energy density and high energy efficiency in diverse uses.

and terbium are key critical materials often added to the magnet alloys to increase the operating temperature.

HREEs tend to be less

abundant and more expensive than LREEs.

of Our Opportunity

own seven mineral rights for rare earths totaling approximately 30,054 acres (122 km 2 ).

These mineral rights are divided in

two sub-types according to geology:

Rare Earths I Properties in the States of Goiás and Tocantins, and Rare Earths II Properties

in the State of Bahia.

Several of our mineral rights are located near to or adjacent to areas known to have rare earths deposits.

geochemical sampling of some of our areas indicated presence of rare earths.

We plan to continue to explore our areas to assess as to

whether we have any economic deposits.

is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by

Department of the Interior on May 18, 2018.

Titanium can withstand high temperatures and its non-magnetic nature prevents interference

with data storage components.

It has widespread use in high-technology and aerospace applications.

own seven mineral rights for titanium totaling approximately 22,050 acres (89 km 2 ).

These mineral rights are all located in

the State of Minas Gerais and are referred to as our Titanium Properties.

Several of our mineral rights are located near to or adjacent

to areas known to have titanium deposits.

We plan to explore our areas to assess as to whether we have any economic deposits.

is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by

Department of the Interior on May 18, 2018.

Graphite is the most used anode in lithium batteries, benefitting from its high

energy and power density.

The global need for high-quality, low impurity graphite is directly related to the growth in EV adoption as

discussed above.

According to Benchmark Mineral Intelligence, to meet demand for anode materials, an estimated 97 natural flake graphite

mines will need to be built by 2035, assuming an average size of 56,000 tonnes a year and no contribution from recycling.

own three mineral rights for graphite totaling approximately 13,766 acres (56 km 2 ).

These mineral rights are all located in

the State of Minas Gerais and are referred to as our Graphite Properties.

All of our mineral rights are located immediately adjacent

to areas known for graphite deposits.

We plan to explore our areas to assess as to whether we have any economic deposits.

(Through Our Partial Ownership of Apollo Resources Corporation)

Historically,

iron has been an essential metal to human development and economic growth.

According to the U.S.

Geological Survey, over 98% of mined

iron ore is used in steel manufacturing.

Brazil is the second biggest iron ore producer and exporter in the world, after Australia.

the COVID-19 pandemic, iron ore prices reached a six-year high in 2021 primarily fueled by demand from China, the largest importer, while

demand from India continues to increase, according to Trading Economics, a market intelligence firm.

of Our Opportunity

subsidiary, Apollo Resources, is focused on iron projects in Brazil.

Apollo Resources currently owns 56,290 acres of mineral rights for

iron distributed in six projects, five of which are in early stage while its Rio Piracicaba Project in Brazil’s well-known Iron

Quadrangle mining district is being advanced towards an iron mine, expected to begin operations in 2024 (the “Rio Piracicaba Project”).

The Iron Quadrangle is one of the premier iron producing regions in the world.

2020, Apollo Resources acquired from a third-party 641-acre mineral right where its Rio Piracicaba Project is now located.

right sits immediately adjacent to Agua Limpa, a producing iron mine owned and operated by Vale S.A.

the first and second quarters of 2021, detailed drilling and trenching under the supervision of iron geologists was carried out in approximately

10% of the mineral right area encompassing the Rio Piracicaba Project.

Subsequently, a Qualified Person for iron, as the term is defined

in Regulation S-K 1300, worked on the analysis and interpretation of the geotechnical work performed.

Technical Report Summary of the Rio Piracicaba Project (the “Rio Piracicaba TRS”) prepared in accordance with the

requirements of Regulation S-K 1300 is included as Exhibit 96.1 to this Annual Report.

The effective date of Rio Piracicaba TRS is

March 30, 2022.

This report was prepared by Orlando Garcia Rocha Filho, a principal at RCS Geologia e Meio Ambiente Ltda., and

Volodymyr Myadzel, PhD, an independent consultant at the time, and currently a member of

our internal lithium geological team.

With respect to the Rio Piracicaba TRS, Mr.

Rocha Filho and Dr, Myadzel are Qualified Persons

for Iron according to Regulation S - K 1300.

Resources has full and titled ownership of the mineral right in which the Rio Piracicaba Project is being developed and 100%-ownership

of such project.

Therefore, the resources presented in the Rio Piracicaba TRS are attributable to Apollo Resources’ interest in

such property.

A summary table for each class of mineral resource (measured, indicated, and inferred) as found in the Rio Piracicaba

TRS is also included below:

Mineral Resource

- Rio Piracicaba Project

following disclosures apply to the summary table above:

“Mineral Resources” is defined in accordance with the requirements of Regulation S-K 1300.

Mineral Resources are estimated at a cut-off grade of 20% iron.

Mineral Resources are estimated using a long-term iron ore price of US$90 per dry metric tonne for the Platts/IODEX 62% iron fines CFR

China, and US$/BRL exchange rate of 5.25.

Reasonable prospects for economic extraction were determined by benchmarking similar operations and developing a 20% iron cut-off grade

based on operating costs.

The effective date is March 30, 2022.

specific point of reference for the mineral resources estimated in the Rio Piracicaba Project has the following coordinates:

56’ 24.40” S and 43 o 12’ 7.58” W.

The specific point of reference is also identified in the

October 2022, Apollo Resources received from ANM, an initial permit to commercially mine its Rio Piracicaba Project.

During 2021 and

part of 2022, all studies required for the operational licensing of an iron mine have been completed and such permit application

submitted by Apollo Resources to SUPRAM, where the analysis of such request takes place, may take an additional 12 months from the

date of this Annual Report.

of the date of this Report, Atlas Lithium owns 45.11% of the common stock of Apollo Resources.

(Through Our Subsidiary Jupiter Gold Corporation)

is a very hard rock composed predominantly of an interlocking mosaic of quartz crystals.

Recently polished quartzite slabs have become

sought after as a higher-end substitute to granite in kitchen countertops and tiles.

Brazil has a robust quartzite mining industry

centered in the neighboring the States of Minas Gerais and Espírito Santo with smaller producers being the norm.

Each quarry produces

quartzite of different color and texture and therefore stones are unique to their location.

Mining is via simple open pit procedures,

not particularly labor intensive, and with the mined product normally prepared as cubes of raw quartzite measuring ten meters in each

Buyers are normally responsible for the logistics of transporting such raw quartzite blocks from the mine.

Buyers for quartzite

mined in Brazil are primarily from four locations:

Brazil itself, United States, China, and Italy.

It is common for mines to develop

an exclusive selling relationship to a buyer.

of Our Opportunity

our subsidiary Jupiter Gold is primarily focused on gold in Brazil, in one of its mineral rights, measuring 233 acres, a greenfield deposit

of quartzite was identified by its exploration team and became its “Quartzite Project”.

The Quartzite Project is in the State

of Minas Gerais in Brazil, in a region known for quartzite mining.

2021, Jupiter Gold studied the Quartzite Project with detailed drilling, and a preliminary volumetric estimate of a deposit was

In 2021, Yan Taffner Binda, a mining engineer with vast experience in quartzite, who meets the definition of a Qualified

Person in Regulation S-K 1300, prepared the operational plan for an open pit quarry at the Quartzite Project.

An initial mining license

from ANM has been obtained.

2021, Geoline, an independent engineering and environmental licensing consultancy, performed the field studies needed to file Jupiter

Gold’s petition to the applicable regulatory body for an operation license.

Jupiter Gold’s expectation is to obtain such

approval within the next three to six months, which would allow it to start operations and thereafter revenues in 2023.

anticipates that its quartzite quarry will require five on-site full-time employees;

expected prices for the type of color and texture

of the quartzite anticipated to be mined range from $1,200 to $2,000 per cubic meter.

In December 2022, Jupiter Gold received the operational

license for its quartzite mine, and plans to begin operations in 2023.

of the date of this Report, we own 28.72% of the common stock of Jupiter Gold.

(Through Our Subsidiary Jupiter Gold Corporation)

has been a gold producer for over 200 years.

According to the World Gold Council, in 2021 Brazil produced 90.1 tons of gold

and was the 14 th largest gold producer country.

Minas Gerais was the largest gold producing

state in Brazil, accounting for over half of the country’s production in 2021, according to Statista, a market intelligence firm.

of Our Opportunity

subsidiary Jupiter Gold owns 142,017 acres of mineral rights for gold distributed in seven projects, six of which are in early stage

while one of them, the “Alpha Project,” has been preliminarily researched and is being developed towards a gold mine.

Alpha Project is located in the State of Minas Gerais at the eastern edge of the Iron Quadrangle mining district, the number one gold-producing

region in Brazil.

Gold’s 100%-owned Alpha Project encompasses 31,650 acres distributed in twelve mineral rights for gold.

Approximately 2% of this

total area has been studied over 15 years ago by a prior owner, by drilling superficial terrain layers of saprolite and colluvium and

identifying gold in multiple targets.

The technical report produced at that time under the ANM standard had an estimated gold mineralization

for the small area of the deposit in which work was performed.

2020, detailed trenching under the supervision of gold geologists was carried out in approximately 2% of the mineral right area encompassing

the Alpha Project.

In 2021, Oxford Geoconsultants, a technical consulting firm with a geologist that meets the Qualified Person definition

of Regulation S-K 1300, released an independent technical report on the project.

an independent advisory firm with a gold geologist that meets the Qualified Person definition of Regulation S-K 1300, has preliminarily

indicated that the gold deposits at the Alpha Project are of greenstone belt type.

Further work is planned for 2023 and 2024at the Alpha

Project to expand the knowledge of and the measured size of the deposit.

of the date of this Report, Atlas Lithium owns 28.72% of the common stock of Jupiter Gold.

Gold and Diamonds

own several mining concessions for gold and diamonds along the banks of the Jequitinhonha River in the State of Minas Gerais, in a region

where gold and diamonds have been mined for more than 200 years.

predecessor owner of one of our current mining concessions for gold and diamonds was Valdiaam, a TSXV-listed company.

Such company performed

detailed drilling and other studies leading to the publication of technical reports.

own an alluvial diamond and gold processing plant which was built by such prior owner at an estimated cost of $2.5 million.

of our knowledge, this plant is the largest such type of alluvial recovery plant in Brazil.

are not currently engaged in alluvial diamond and gold mining operations as we are focusing our limited capital and team on lithium because

of its exceptional growth in demand at the present time.

do not have any material dependence on any raw materials or raw material supplier.

3 unchanged sentences

Regulation and Compliance

regulation in Brazil is carried out by ANM, a federal entity, with offices in each state in Brazil..

For each mineral right that we

own, we file the required paperwork with the ANM office of the state in which such mineral right is located.

We believe that we

maintain a good relationship with ANM and that our methods of monitoring are adequate for our current needs.

For mineral rights

which have an operating mine, ANM will normally inspect such projects once a year through an unannounced visit.

regulation in Brazil is carried out by the National Mining Agency (“ANM”), a federal entity with offices in each state in

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.

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,

the 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.

We believe that we maintain a good relationship with ANM.

Environmental

1 unchanged sentence

Environmental

regulation in Brazil is carried out by a state-level agency, which may have multiple offices, one for each region of the state.

instance, in Minas Gerais State, such agency is called SUPRAM.

For each mineral right that we own, after sufficient exploration work

has been conducted, we may apply for operational permitting towards mining by filing any such paperwork with the local office of

the environmental agency that has the applicable geographical jurisdiction.

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.

The environmental

agency normally inspects our operations once every one or two years which is the standard practice for companies in good

disturbance from any open pit mining performed by us is in full compliance with our mining plan as approved by the local regulatory

We regularly restore areas that have been exploited by us.

The current environmental regulations state that for a period

of five years after all mining operations have ceased (however long that may take), we would still be required to perform any

necessary recuperation work.

regulation in Brazil is carried out by state-level agencies, which may have multiple offices, including one for each region of the

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.

For each mineral right that we own, after

sufficient exploration work has been conducted, we can apply for operational permitting towards mining by filing any such paperwork

with the local office of the environmental agency that has the applicable geographical jurisdiction.

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 our Neves Project priority status for review of its environmental permitting

and licensing.

This development followed the vote of the Economic Development Group (the “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 Project be analyzed by

the Superintendence of Priority Projects, recently renamed as “Diretoria Regional Geral” (Regional General Directorship).

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.

We believe that

this development could meaningfully expedite the permitting and licensing of the Neves Project by potentially shortening the timeline

of such a process by up to several months.

The current environmental

regulations state that for the time carry out mining operations and for a period of five years after all mining operations have

ceased (however long that may take), we would still be required to perform any necessary recuperation work.

Environmental,

1 unchanged sentence

are committed to Environmental, Social, and Corporate Governance (“ESG”) causes.

Our Chief of Environmental, Social and Corporate

Governance coordinates our efforts in these important matters.

We believe that our efforts make a difference in the communities in which

For example, in the period from 2018 to 2020e planted more than 6,000 trees of diverse types for the benefit of local populations

in areas in which we operate.

During this same period, we also constructed over 1,000 small retention walls to preserve and enhance dirt

access roads used by such communities.

Our current efforts are focused on hiring workers from communities near our project areas.

such communities have high levels of unemployment and we thus believe that we are making a positive contribution.

and Year of Organization & History to Date

We believe that our efforts make a

difference in the communities in which we operate.

For example, in the period from 2018 to 2020 we planted more than 6,000 trees of

diverse types for the benefit of local populations in areas in which we operate.

During this same period, we also constructed over

1,000 small retention walls to preserve and enhance dirt access roads used by such communities.

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 through hiring local personnel and the wages we are paying for such local personnel,

which are above the regional monthly wages.

and Year of Organization

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 after entering into a Contribution Agreement with

Brazil Mining, Inc.

(“Brazil Mining”), pursuant to which, in exchange for 51% of the outstanding shares of common stock of

the Company, Brazil Mining contributed to the Company by way of an Assignment of Mineral Rights, certain mineral exploration rights.

Since then, our management team has been focused on the exploration and development of certain mineral rights in Brazil.

In October 2022,

the Company changed its name from “Brazil Minerals, Inc.” to “Atlas Lithium Corporation.” On January 12, 2023,

the Company completed its firm underwritten public offering of 776,250 shares of the Company’s common stock (which includes the

shares subject to the overallotment option, exercised by the underwriter in full), for aggregate gross proceeds of $4,657,500, prior

to deducting any underwriting discounts, commissions, and other offering expenses.

Our common stock began trading on the Nasdaq Capital

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

18, 2012, we were focused on the software business, which business was discontinued.

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.”

are not a party to any material legal proceedings.

maintain a website at www.atlas-lithium.com.

We make available free of charge, through the Public Filings section of the Investors

tab on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments

to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after

such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other

filings with the SEC.

SEC filings are available from the SEC’s internet website at www.sec.gov which contains reports, proxy and information statements

and other information regarding issuers that file electronically.

of the date of this Annual Report, we have 30 full-time employees and 3 part time employees.

None of our employees are represented by

labor unions or covered by collective bargaining agreements.

We make available free of charge, through the Public Filings section of the Investors tab

on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those

reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material

is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

The information on our

website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

In addition, the SEC maintains a website at www.sec.gov which contains reports, proxy and information statements

filed electronically by us with the SEC.

of the date of this Annual Report, we have 76 full-time employees.

None of our employees are represented by labor unions or covered by

collective bargaining agreements.

We consider our relationship with our employees to be good.

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-K

Item 1. Business