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Item 1A. Risk Factors

2024-03-27 compared with 2023-03-30 · 360 added, 325 removed, 309 unchanged (69% of the section changed)

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in our common stock involves a high degree of risk.

You should carefully consider the risks described below, as well as the other

information in this Annual Report, including our financial statements and the related notes thereto and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our

The occurrence of any of the risks, the events or developments described below could harm our business, financial

condition, operating results, and growth prospects.

In such an event, the market price of our common stock could decline, and you

may lose all or part of your investment.

Additional risks and uncertainties not presently known to us or that we currently deem

immaterial also may impair our business operations.

You should consider carefully the risks and uncertainties summarized and set

forth in detail below and elsewhere in this Annual Report before you decide to invest in our common stock.

You should carefully consider the risks described below, as well as the other information

in this Annual Report, including our financial statements and the related notes thereto and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities.

The occurrence

of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and

growth prospects.

In such an event, the market price of our common stock could decline, and you may lose all or part of your investment.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

You should consider carefully the risks and uncertainties summarized and set forth in detail below and elsewhere in this Annual Report

before you decide to invest in our common stock.

of Risk Factors

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future performance is difficult to evaluate because we have a limited operating history.

● We have a history of losses

and expect to continue to incur losses in the future.

are an exploration stage company, and there is no guarantee that our properties will result

in the commercial extraction of mineral deposits.

the probability of an individual prospect ever having reserves is not known, our properties

may not contain any reserves, and any funds spent on exploration and evaluation may be lost.

have a history of losses and expect to continue to incur losses in the future.

are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral

the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any

funds spent on exploration and evaluation may be lost.

face risks related to mining, exploration and mine construction, if warranted, on our properties.

long-term success will depend ultimately on our ability to achieve and maintain profitability

and to develop positive cash flow from our mining activities.

long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from

our mining activities.

depend on our ability to successfully access the capital and financial markets.

Any inability

to access the capital or financial markets may limit our ability to fund our ongoing operations,

execute our business plan or pursue investments that we may rely on for future growth.

quarterly and annual operating and financial results and our revenue are likely to fluctuate

significantly in future periods.

ability to manage growth will have an impact on our business, financial condition and results

of operations.

Any inability to access the capital or financial

markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on

for future growth.

quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

ability to manage growth will have an impact on our business, financial condition and results of operations.

depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

growth will require new personnel, which we will be required to recruit, hire, train and

executive officers and directors may be in a position of conflict of interest.

growth will require new personnel, which we will be required to recruit, hire, train and retain.

of our officers may be in a position of conflict of interest.

and Industry Risks

mining industry subjects us to several risks.

mineral projects will be subject to significant government regulations.

will be required to obtain governmental permits in order to conduct development and mining

operations, a process which is often costly and time-consuming.

with environmental regulations and litigation based on environmental regulations could require

significant expenditures.

operations are, and our mineral projects will be subject to, significant government regulations, including environmental laws and regulations.

will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly

and time-consuming.

with environmental regulations and litigation based on environmental regulations could require significant expenditures.

operations face substantial regulation of health and safety.

operations are subject to extensive environmental laws and regulations.

prices are subject to unpredictable fluctuations.

Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and

our future revenues and profitability generally.

and Currency Risks

ability to execute our business plan depends primarily on the continuation of a favorable

mining environment in Brazil and our ability to freely sell our minerals.

ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability

to freely sell our minerals.

perception of Brazil by the international community may affect us.

to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings

and the value of some of our assets.

common stock price has been and may continue to be volatile.

do not intend to pay regular future dividends on our common stock and thus stockholders must

look to appreciation of our common stock to realize a gain on their investments.

may seek to raise additional funds, finance acquisitions, or develop strategic relationships

by issuing securities that would dilute your ownership.

Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa,

our Chief Executive Officer and Chairman.

Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than

50% of the Company’s voting securities, which means we are deemed a “controlled

company” under the rules of Nasdaq.

stock price may be volatile, and you could lose all or part of your investment.

will experience dilution as a result of future equity offerings.

existing stockholders have substantial influence over our company and their interests may

not be aligned with the interests of our other stockholders, which may discourage, delay

or prevent a change in control of our company, which could deprive our stockholders of an

opportunity to receive a premium for their securities.

of a substantial number of shares of our common stock by our stockholders in the public market

could cause our stock price to fall.

as a result of operating as a public company are significant, and our management is required

to devote substantial time to compliance with our public company responsibilities and corporate

governance practices.

internal control over financial reporting may not meet the standards required by Section

404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control

over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could

have a material adverse effect on our business and share price.

to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

common stock price has been and may continue to be volatile, and you could lose all or part of your investment.

do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock

to realize a gain on their investments.

may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing equity securities.

Any future issuances of equity will

dilute your ownership.

Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and

Chairman, and with control of greater than 50% of our voting securities, we are deemed a “controlled company” under the

rules of Nasdaq.

Chief Executive Officer and Chairman has substantial influence over us as a result of his voting control and his interests may not

be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their securities.

of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.

as a result of operating as a public company are significant, and our management is required to devote substantial time to compliance

with our public company responsibilities and corporate governance practices.

internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure

to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley

Act, could have a material adverse effect on our business and share price.

future performance is difficult to evaluate because we have a limited operating history.

should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies.

Although we were incorporated

in 2011, we began to implement our current business strategy in 2016, which is primarily focused on the exploration of strategic minerals.

We have generated limited revenues from operations and our cash flow needs have been financed primarily through debt or equity and not

through cash flows derived from our operations.

As a result, we have little historical financial and operating information available

to help you evaluate and predict our future performance.

In addition, advancing our projects will require significant capital and time,

and we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises as

further described in these risk factors.

There can be no assurance that our efforts will be successful or that we will ultimately be

able to attain profitability.

We have a history of losses and expect to continue

to incur losses in the future.

We have incurred losses in each of the two past years,

have negative cash flow from operating activities, have had limited revenues and expect to continue to incur losses in the future.

We have an accumulated deficit of approximately $58.7

million as of December 31, 2022.

We expect to continue to incur losses unless and until such time as our projects or one of our future

acquired properties enters into commercial production and generates sufficient revenues to fund continuing operations and we are able

to develop at least one economic deposit.

We recognize that if we are unable to generate cash flows from our operations, we will not be

able to earn profits or continue operations.

At this early stage of our operation, we also expect to face the risks, uncertainties, expenses

and difficulties encountered by companies at the mineral exploration stage.

We cannot be sure that we will be successful in addressing

these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

There is uncertainty

regarding our ability to implement our business plan and to grow our operations with our existing financial resources without additional

Our ability to implement our business plan is dependent on us generating cash from operations, the sale of our stock and/or

obtaining debt financing.

Historically, we have funded our operations primarily through the issuance of debt and equity securities.

plan to fund our capital requirements and ongoing operations include the generation of revenue from our mining operations and projects.

Management’s secondary plan to cover any shortfall is selling our equity securities, including our common stock, or common stock

in Apollo Resources and Jupiter Gold that we own, and obtaining debt financing, There is no assurance that we will be successful in implementing

our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms

Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability

to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources

Although we were

incorporated in 2011, we began to implement our current business strategy in 2018, which is primarily focused on the exploration of

strategic minerals.

We have generated limited revenues from operations and our cash flow needs have been financed through equity and

debt issuances and not through cash flows derived from our operations.

As a result, we have little historical financial and

operating information available to help you evaluate and predict our future performance.

In addition, advancing our projects will

require significant capital and time, and we are subject to all of the risks associated with developing and establishing new mining

operations and business enterprises as further described in these risk factors.

There can be no assurance that our efforts will be

successful or that we will ultimately be able to attain profitability.

have a history of losses and expect to continue to incur losses in the future.

have incurred losses in each of the three past years, have negative cash flow from operating activities, have had limited revenues and

expect to continue to incur losses in the future.

have an accumulated deficit of approximately $101.7 million as of December 31, 2023.

We expect to continue to incur losses unless and

until such time as our projects or properties acquired in the future enter into commercial production and generate sufficient revenues

to fund continuing operations and we are able to develop at least one economic deposit.

If we are unable to generate

cash flows from our operations, we will not be able to earn profits and may be unable to continue operations.

At this early stage of our operation, we

also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage.

cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially

adverse effect on our financial condition.

is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources

without additional financing.

Our ability to implement our business plan is dependent on us generating cash from operations, the

sale of our common stock and/or obtaining debt financing.

Historically, we have funded our operations through the issuance of debt

and equity securities.

Management’s plan is to fund our capital requirements and ongoing operations through the generation of

revenue from our mining operations and projects, and until such time that we generate such revenue, to fund operations by

selling our equity securities, including our common stock, or common stock in Apollo Resources and Jupiter Gold that we own,

entering into royalty agreements for the future sales of minerals or off-take agreements related to future sales of negotiated

quantities of minerals, and obtaining debt financing.

example, in 2023 we entered into a royalty agreement with Lithium Royalty Corp., and in November 2023 we entered into Offtake and

Sales Agreements with each of Sichuan Yahua Industrial Group Co., Ltd.

and Sheng Wei Zhi Yuan International Limited, a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant

to which we agreed among other things, that for a period of five years, to sell to each of the buyers 60,000 dry metric tons of lithium

concentrate per year.

There is no assurance that we will be successful in

implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds

on favorable terms or at all.

Our inability to generate significant revenue or obtain additional financing could have a material

adverse effect on our ability to fully implement our business plan and grow our business.

are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

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Any profitability in the future from our business will be dependent upon development of at least one economic deposit and most likely

further exploration and development of other economic deposits, each of which is subject to numerous risk factors.

including all of the

further exploration and development of other economic deposits, each of which is subject to numerous risks, including all of the

risks associated with developing and establishing new mining operations and business enterprises including:

of studies to verify reserves and commercial viability, including the ability

to find sufficient ore reserves to support a commercial mining operation;

timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing facilities;

availability and costs of drill equipment, exploration personnel, skilled labor, and mining

and processing equipment, if required;

of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial

mining operation;

timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure,

mining and processing facilities;

availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

availability and cost of appropriate smelting and/or refining arrangements, if required;

with stringent environmental and other governmental approval and permit requirements;

availability of funds to finance exploration, development, and construction activities, as

opposition from non-governmental organizations, local groups or local inhabitants that may

delay or prevent development activities;

increases in exploration, construction, and operating costs due to changes in the cost of

fuel, power, materials, and supplies;

availability of funds to finance exploration, development, and construction activities, as warranted;

opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;

increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies;

shortages of mineral processing, construction, and other facilities related supplies.

we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined.

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which a combination

of careful evaluation, experience and knowledge of management may not eliminate.

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which may not be mitigated or eliminated by careful evaluation, experience and/or knowledge of management.

While discovery of additional ore-bearing deposits may

result in substantial rewards, few properties which are explored are ultimately developed into producing mines.

result in rewards, few properties which are explored are ultimately developed into producing mines.

Significant expenses

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as well as future studies.

Actual operating costs and economic returns of all exploration projects may materially differ

from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively

Actual operating costs and economic returns of all exploration projects may materially differ from the costs

and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

the probability of an individual prospect ever having reserves is unknown, our properties may not contain any reserves, and any funds

spent on exploration and evaluation may be lost.

are an exploration stage company, and we have no “reserves.” A mineral reserve is defined in Regulation S-K 1300 as an

estimate of tonnage and grade or quality of “indicated mineral resources” and “measured mineral resources”

(as those terms are defined in Regulation S-K 1300) that, in the opinion of a “qualified person” (as defined in Regulation S-K 1300), can be

the basis of an economically viable project.

are an exploration stage company, and we have no “reserves.” A mineral reserve is defined in Regulation S-K 1300 as an estimate

of tonnage and grade or quality of “indicated mineral resources” and “measured mineral resources” (as those terms

are defined in Regulation S-K 1300) that, in the opinion of a “qualified person” (as defined in Regulation S-K 1300), can

be the basis of an economically viable project.

We cannot assure you about the existence of economically extractable mineralization at

this time, nor about the quantity or grade of any mineralization we may have found.

Because the probability of an individual

prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and

exploration may be lost.

Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be

considered as estimates only until such reserves are mined.

We do not know with certainty that economically recoverable minerals

exist on our properties.

In addition, the quantity of any reserves may vary depending on commodity prices.

Any material change in

the quantity or grade of reserves may affect the economic viability of our properties.

Further, our lack of established reserves

means that we are uncertain about our ability to generate revenue from our operations.

Because the probability of an individual prospect

ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may

Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates

only until such reserves are mined.

We do not know with certainty that economically recoverable minerals exist on our properties.

addition, the quantity of any reserves may vary depending on commodity prices.

Any material change in the quantity or grade of reserves

may affect the economic viability of our properties.

Further, our lack of established reserves means that we are uncertain about our

ability to generate revenue from our operations.

if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed

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and few mineral properties that are explored are ultimately developed into producing mines.

Exploration activities

require significant amounts of capital that may not be recovered and may exceed our budget.

Mineral exploration activities are subject to many risks, including the

risk that no commercially productive or extractable resources will be encountered.

There can be no assurance that the Company’s

activities will ultimately lead to an economically feasible project or that it will recover all or any portion of its investment.

exploration often involves unprofitable efforts, including drilling operations that ultimately do not further exploration efforts.

our efforts to budget such costs, the cost of minerals exploration is often uncertain, and cost overruns are common.

Substantial expenditures

are required to establish reserves through drilling, to develop processes to extract the ore and, in the case of new properties, to develop

the extraction and processing facilities and infrastructure at any site chosen for extraction.

Although substantial benefits may be derived

from the discovery of a major deposit, we cannot provide any assurance that any such deposit will be commercially viable or that we will

be able to obtain the funds required for development on a timely basis.

Drilling and exploration operations may be curtailed, delayed

or canceled as a result of numerous factors, many of which are beyond the Company’s control, including title problems, weather conditions,

protests, compliance with governmental requirements, including permitting issues, and shortages or delays in the delivery of equipment

and services.

For example, following recent results of our exploration plans of our Minas Gerais Lithium Project, we expect to incur greater

cost related to such exploration activities than originally budgeted for.

While we believe we have sufficient resources to fund our operations

for the next twelve months, an increase in our drilling campaigns to keep pace with positive findings of potential economic deposits,

may require us to raise additional capital which, if not available on reasonable terms, may cause us to curtail our operations

and impair our ability to become profitable.

activities require significant amounts of capital that may not be recovered and may exceed our budget.

exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be

There can be no assurance that our activities will ultimately lead to an economically feasible project or

that it will recover all or any portion of its investment.

Mineral exploration often involves unprofitable efforts, including drilling

operations that ultimately do not further exploration efforts.

Despite our efforts to budget such costs, the cost of minerals exploration

is often uncertain, and cost overruns are common.

Substantial expenditures are required to establish reserves through drilling, to develop

processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure

at any site chosen for extraction.

Although benefits may be derived from the discovery of a major deposit, we cannot provide

any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development

on a timely basis.

Drilling and exploration operations may be curtailed, delayed or cancelled as a result of numerous factors, many of

which are beyond our control, including title problems, weather conditions, protests, compliance with governmental requirements,

including permitting issues, and shortages or delays in the delivery of equipment and services.

For example, following recent results

of our exploration plans of our Minas Gerais Lithium Project, we expect to incur greater costs related to such exploration activities

than originally budgeted for.

While we believe we have sufficient resources to fund our operations for the next twelve months, an increase

in our drilling campaigns to keep pace with positive findings of potential economic deposits may require us to raise additional capital

which, if not available on reasonable terms, may cause us to curtail our operations and impair our ability to become profitable.

face risks related to mining, exploration and mine construction, if warranted, on our properties.

level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and

whether our exploration-stage properties can be brought into production.

We cannot provide any assurances that the current and

future exploration programs and/or studies on our existing properties will establish reserves.

Whether it will be economically

feasible to extract a mineral depends on a number of factors, including, but not limited to:

the particular attributes of the

deposit, such as size, grade and proximity to infrastructure;

level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and whether

our exploration-stage properties can be brought into production.

We cannot provide any assurances that the current and future exploration

programs and/or studies on our existing properties will establish reserves.

Whether it will be economically feasible to extract a mineral

depends on a number of factors, including, but not limited to:

the particular attributes of the deposit, such as size, grade and proximity

to infrastructure;

drilling costs;

mineral prices;

mining, processing and transportation

the willingness of lenders and investors to provide project financing;

mining, processing and transportation costs;

the willingness of lenders and investors

to provide project financing;

labor costs and possible labor strikes;

governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use,

importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and

reclamation and closure obligations.

The exact effect of these factors cannot be accurately predicted, but the combination of these

factors may result in us receiving an inadequate return on invested capital.

and governmental regulations, including, without limitation, regulations

relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection,

employment, worker safety, transportation, and reclamation and closure obligations.

The exact effect of these factors cannot be accurately

predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.

long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from

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We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional

equity and/or debt securities.

Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value

of their investment in our shares could be reduced.

Any additional equity financing will dilute shareholdings, and new or additional

debt financing, if available, may involve restrictions on financing and operating activities.

For example, on January 30, 2023, the Company raised an aggregate of $4 million in gross proceeds from the sale of

its common stock in transaction exempt under Regulation S of the Securities Act.

In addition, if we issue secured debt securities,

the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid.

on such debt securities would increase costs and negatively impact operating results.

order to finance our current operations and future capital needs, we will require additional funds through the issuance of

additional equity and/or debt securities or other financings.

Depending on the type and the terms of any financing we pursue, stockholders’

rights and the value of their investment in our shares could be reduced.

Any additional equity financing will dilute shareholdings,

and new or additional debt financing, if available, may involve restrictions on financing and operating activities.

For example, during the year ended December 31, 2023, we issued an aggregate of 2,707,417 shares of our common stock in capital raising transactions.

In addition, if we issue secured debt securities, the holders of the debt would

have a claim to our assets that would be prior to the rights of stockholders until the debt is paid.

Interest on such debt

securities would increase costs and negatively impact operating results.

global decline in economic conditions, geopolitical instability, and other macroeconomic factors, including inflation, interest rate

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to reduce the scope of our operations and scale back our exploration, development and mining programs.

There is, however, no guarantee

There is no guarantee

that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet

our objectives, which may adversely affect our business and financial position.

our objectives, which would adversely affect our business and financial position.

quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.based

on activities related to our exploration projects.

Our revenues, net income and results of operations may fluctuate as a result of a

variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction

and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe

weather phenomena.

quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period

based on activities related to our exploration projects.

For example, for the year ended December 31, 2023, costs associated with

our exploration activities were significantly higher than in prior years, which contributed to a substantial increase to our net

loss for the year as compared to the prior year.

Our revenues, if any, net loss and results of operations may also fluctuate as a

result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital,

equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or

licensing delays and severe weather phenomena.

ability to manage growth will have an impact on our business, financial condition and results of operations.

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We maintain key-man life insurance on the life of Mr.

See “Management.”

If we were to lose Mr.

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results of operations could be materially adversely affected.

Fogassa spends

significant time with the Company and is highly active in our management, he does not devote his full time and attention to Atlas Lithium.

Fogassa also currently serves as Chief Executive Officer and director of Apollo Resources Corporation (“Apollo Resources”)

and Jupiter Gold Corporation (“Jupiter Gold”).

Fogassa spends significant time with us and is highly

active in our management, he does not devote his full time and attention to Atlas Lithium.

Fogassa also currently serves as Chief

Executive Officer and director of Apollo Resources Corporation (“Apollo Resources”) and Jupiter Gold Corporation (“Jupiter

growth will require new personnel, which we will be required to recruit, hire, train and retain.

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programs may be slowed down or suspended.

executive officers and directors may be in a position of conflict of interest.

Fogassa, our Chief Executive and Chairman, also serves as chief executive officer and director of Apollo Resources and Jupiter Gold.

Joel Monteiro, Esq., one of our officers, is a director

in both Apollo Resources and Jupiter Gold.

Areli Nogueira, one of our officers, is a director in Jupiter Gold.

Certain officers may be in a position of conflict of interest.

Fogassa, our Chief Executive Officer and Chairman, also serves as chief

executive officer and director of Apollo Resources and Jupiter Gold.

Joel Monteiro, Esq., one of our officers, is a director of both

Apollo Resources and Jupiter Gold.

Areli Nogueira, one of our officers, is a director of Jupiter Gold.

We have partial equity

ownership in both Apollo Resources and Jupiter Gold.

There exists the possibility that one or more of these individuals, or others, may

in the future be in a position of conflict of interest.

where their interests may not be aligned with the interests of our other stockholders,

and he may from time to time be incentivized to take certain actions that benefit his other interests and that our other stockholders

do not view as being in their interest as investors in our company.

There exists the possibility that one or more of these individuals, or others,

may in the future be in a position of conflict of interest, where their interests may not be aligned with the interests of our other

stockholders, and they may from time to time be incentivized to take certain actions that benefit the interests of Apollo Resources

and/or Jupiter Gold and that our other stockholders do not view as being in their interest as investors in us.

developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance

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about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection

and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

Similarly, on March 12, 2023,

Signature Bank and Silvergate Capital Corp.

were each swept into receivership.

Although we assess our banking and customer relationships

as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or

capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial

services industry or economy in general.

These factors could include, among others, events such as liquidity constraints or failures,

the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability

in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the

financial services industry.

We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit

Insurance Corporation (the “FDIC”) insurance limit.

The FDIC took

control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023, and March 12, 2023, respectively,

and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on May 1, 2023.

The Company did not

have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank.

However, if other banks and financial

institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and

financial markets, our ability to access our existing cash, cash equivalents and investments, or access funding sources and other credit

arrangements in amounts adequate to finance or capitalize our current and projected future business operations may

be threatened and could have a material adverse effect on our business and financial condition.

addition, investor concerns regarding the U.S.

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may be unable to retain the third-party contractors upon which we rely, including for drilling.

have agreements with consultants to perform services for us including with respect to performing drilling services for us.

these contractors perform functions that require the services of persons in high demand in the industry and these persons may or may

not always be available when needed based on their status as contractors or at affordable prices.

The implementation of our business

plan and our exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do

not perform in accordance with their agreements and the failure to conduct our exploration activities could result in delays in our

ability to execute on our business plan will could have an adverse effect on the value of our company and our common

have agreements with consultants to perform services for us, including with respect to drilling services.

Each of these

contractors perform functions that require the services of persons in high demand in the industry and these persons may or may not always

be available when needed based on their status as contractors or at affordable prices.

The implementation of our business plan and our

exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in

accordance with their agreements and the failure to conduct our exploration activities could result in delays in our ability to execute

on our business plan will could have an adverse effect on the value of our company and our common stock.

Implementation

of our new ERP system could have a material adverse impact on our operations, business, financial results and financial

are implementing a new ERP system, which has required and may continue to require significant investments of time, money and

resources and may result in the diversion of senior management’s attention from our ongoing operations.

Furthermore, the implementation

will likely result in changes to many of our existing operational, financial and administrative business processes, including, but not

limited to, our budgeting, purchasing, receiving, provisioning, servicing, accounting and reporting processes.

The new ERP system will

require both the implementation of new internal controls and changes to existing internal control frameworks and procedures.

If technical problems or other significant issues arise in connection with the implementation or operation of the new ERP system,

it could have a material adverse impact on our operations, business, financial results and financial condition.

and Industry Risks

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of our properties and surrounding properties, production facilities or equipment, production delays or business interruption.

mineral projects will be subject to significant governmental regulations.

activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural

resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety

laws and regulations, including mine safety, toxic substances and other matters.

The costs associated with compliance with such laws

and regulations can be substantial.

In addition, changes in such laws and regulations, or more restrictive interpretations of current

laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or

suspensions of our operations and delays in the development of our properties.

will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly

mineral projects are subject to significant governmental regulations.

activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection,

natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational

health and safety laws and regulations, including mine safety, toxic substances and other matters.

The costs we will incur to comply

with such laws and regulations are expected to substantially increase once we progress from exploration activities to mining and production operations as is our

We also will be subject to periodic inspections by governmental authorities, which could result in fines, penalties

or other actions by such authorities, any of which could have a material adverse effect on our future operations .

In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations

by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our

operations and delays in the development of our properties.

are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly

and time-consuming.

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We may not be able

to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits

to obtain or renew permits that are necessary for our planned operations or the cost and time required to obtain or renew such permits

may exceed our expectations.

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adversely affected by real or perceived detrimental events associated with our activities.

Our operations are subject to extensive environmental

laws and regulations.

Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing

land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or

other specified species, hazardous waste management and reclamation.

We have made, and expect to make in the future, significant expenditures

to comply with such laws and regulations.

Compliance with these laws and regulations imposes substantial costs and burdens, and can cause

delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

with environmental regulations and litigation based on environmental regulations could require significant expenditures.

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operations face substantial regulation of health and safety.

operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions

and our failure to comply with applicable legal requirements can result in substantial penalties.

operations are subject to extensive and complex laws and regulations governing worker health and safety and failure to comply with applicable legal requirements can result in substantial penalties.

Future changes in applicable laws,

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to the health and safety of our employees, the environment or the communities in which we operate.

operations are subject to extensive environmental laws and regulations.

exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection

of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous

waste management and reclamation.

We have made, and expect to make in the future, significant expenditures to comply with such laws and

Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or

failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting

or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our

results of operations and financial position due to increased compliance and input costs.

prices are subject to unpredictable fluctuations.

of our revenues may come from the extraction and sale of minerals.

The price of minerals may fluctuate widely and is affected by numerous

factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations,

interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments

and improved extraction and production methods and technological changes in the markets for the end products.

The effect of these factors

on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

The price of minerals may fluctuate widely and is affected by

numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency

exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to

new extraction developments and improved extraction and production methods and technological changes in the markets for the end

For instance, the price of spodumene concentrate has varied from a high of approximately $8,000 per ton during the fourth

quarter of 2022 to a low of approximately $850 during the first quarter of 2024, as reported by industry publications.

The effect of

these factors on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately

be predicted.

The development of non-lithium battery technologies could adversely

The development and adoption of new battery technologies that rely on inputs other than lithium compounds could

significantly impact our prospects and future revenues.

Current and next generation high energy density batteries for use in electric

vehicles rely on lithium compounds as a critical input.

Alternative materials and technologies are being researched with the goal of making

batteries lighter, more efficient, faster charging and less expensive, and some of these could be less reliant on lithium compounds.

cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.

Commercialized battery

technologies that use no, or significantly less, lithium could materially and adversely impact our prospects and future revenues.

is risk to the growth of lithium markets.

Our lithium business will be significantly dependent on the development and adoption of new applications for

lithium batteries and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles.

As such, our business results

will inherently depend on decarbonization of the global economy.

To the extent that such development, adoption, decarbonization and growth

do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading “The development

of non-lithium battery technologies could adversely affect us,” above, the long-term growth in the markets for lithium products

may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.

Demand and market prices for lithium will greatly affect the

value of our investment in our lithium resources and our future revenues and profitability generally.

Our ability to successfully

develop our lithium resources and generate a return on investment will be affected by changes in the demand for and market price of

lithium-based end products.

The market price of these products can fluctuate and is affected by numerous factors beyond our control,

primarily world supply and demand.

Such external economic factors are influenced by changes in international investment patterns,

global economic activity and growth, the unknown geopolitical consequences of the wars between Ukraine and Russia and between

Israel and Hamas and macro-economic circumstances.

For example, i n

2023, lithium prices significantly decreased by approximately 75% to 85% from their high in January 2023 to the end of the year.

addition, the price of lithium products is impacted by their purity and performance.

We may not be able to effectively mitigate

against such fluctuations.

High volatility or declines in the lithium prices could have a material and adverse effect on our ability

to generate revenues and the future profitability of our company generally.

in public policies and legislative initiatives could materially affect our business and prospects.

There has been substantial debate in the United States and abroad in the context of environmental and energy policies

affecting climate change, the outcome of which could have a positive or negative influence on our prospects for growing our business.

A change in the presidential administration may favor traditional energy technologies and our future prospects could be adversely affected

if renewable technologies were either (i) disfavored in any new laws or regulations pursued by a future administration, or (ii) not

included among those technologies identified in any final laws or regulations as favoring renewable technologies, or not included in the

state plans to reduce carbon emissions, and therefore not entitled to the benefits of such laws, regulations, or plans.

and Currency Risks

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for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

common stock price has been and may continue to be volatile.

market price of our common stock has been and is likely to continue to be volatile and could fluctuate in price in response to various

factors, many of which are beyond our control, including the following:

results from our exploration and/or, if warranted, project development efforts;

ability to achieve profitability;

ability to raise capital when needed;

ability to execute our business plan;

perception of our industry or our prospects;

regulatory, and competitive developments;

and external factors.

addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the

operating performance of any company.

These market fluctuations may also materially and adversely affect the market price of our common

stock regardless of our actual operations and the results from those operations.

do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock

to realize a gain on their investments.

have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future.

Our future dividend policy is within

the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements

and general financial condition, and other factors.

Accordingly, stockholders must look solely to appreciation of our common stock to

realize a gain on their investment.

This appreciation may not occur or may occur only over a longer timeframe.

may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute

your ownership.

may largely finance our operations by issuing equity securities, which may materially reduce the percentage ownership of our existing

stockholders.

Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing

common stock.

Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any

event may have a dilutive impact on ownership interest of existing common stockholders, which could cause the market price of our common

stock to decline.

We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments

senior to our Common Stock.

The holders of any debt securities or instruments that we may issue could have rights superior to the rights

of our common stockholders.

Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman.

share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and Chairman.

The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred

Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our

common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the

actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock and any other class or series of

capital stock entitled to vote with the common stock being entitled to their proportional share of the remaining 49% of the total votes

based on their respective voting power.

As a result, you may have limited ability to impact our operations and activities.

Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than 50% of the Company’s voting securities,

which means we are deemed a “controlled company” under the rules of Nasdaq.

a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr.

Fogassa, our Chief Executive Officer

and Chairman, holds more than 50% of our voting securities, and as such, we are a “controlled company” under the rules of

As a “controlled company,”

we may elect to rely on some or all of these exemptions, even though currently we do not take advantage of any of these exemptions, but

may do so in the future.

Accordingly, should the interests of Mr.

Fogassa differ from those of other stockholders, the other stockholders

may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance standards.

Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Common Stock Risks

stock price may be volatile, and you could lose all or part of your investment.

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of our common stock include:

from our exploration and/or, if warranted, project development efforts;

from our exploration and/or project development efforts;

to our industry, including demand and regulations;

actions by our competitors or other industry participants;

to achieve commercial extraction of mineral deposits from any of our properties;

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to the operating performance of those companies.

Broad market and industry factors, as well as general economic, political and market

Broad market and industry factors, including actions by and the results of operations of our competitors, as well as general economic, political and market

conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our

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litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock

to realize a gain on their investments.

have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future.

Our future dividend policy is within

the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements

and general financial condition, and other factors.

Accordingly, stockholders must look solely to appreciation of our common stock to

realize a gain on their investment.

This appreciation may not occur or may occur only over a longer timeframe.

will seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute

your ownership.

we have achieved profitability, we intend to finance our operations through the issuance of equity and/or debt securities or other

Issuing equity securities will reduce the percentage ownership of our existing stockholders.

Furthermore, any newly

issued securities could have rights, preferences, and privileges senior to those of our existing common stock.

Moreover, any

issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event will have a

dilutive impact on the ownership interest of existing common stockholders, which could cause the market price of our common stock to

We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or

instruments senior to our common stock.

The holders of any debt securities or instruments that we may issue could have rights

superior to the rights of our common stockholders.

Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman, and as a result, he has substantial influence over our company and his interests may not be aligned with the interests

of our other stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders

of an opportunity to receive a premium for their securities.

share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and

The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred Stock provides that for so

long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single

class with the holders of our common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on

all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock

and any other class or series of capital stock entitled to vote with the common stock being entitled to their proportional share of

the remaining 49% of the total votes based on their respective voting power.

As a result, Mr.

Fogassa has the ability to influence all matters requiring stockholder approval, including decisions

regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant

corporate actions, and holders of our common stock have a limited ability to impact our operations and activities.

This concentration

of ownership may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive

a premium for their shares as part of any contemplated sale of us and may reduce the price of our common stock.

are deemed a “controlled company” under the rules of Nasdaq and therefore qualify for exemptions from certain governance requirements under the rules of the Nasdaq.

a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr.

Fogassa, our Chief Executive Officer

and Chairman, holds more than 50% of our voting securities, and as such, we are a “controlled company” under the rules of

Nasdaq and may elect not to comply with certain corporate governance requirements, including the requirement (i) to have a compensation

committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

(ii) that our nominations committee be composed entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended by independent directors

constituting a majority of the board of director’s independent directors in a vote in which only independent directors participate;

(iii) for an annual performance evaluation of the nominations and compensation committees.

We do not take advantage of any of these

exemptions but may do so in the future.

Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm

our stock price.

will experience dilution as a result of future equity offerings.

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common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution

existing stockholders have substantial influence over our company and their interests may not be aligned with the interests of our other

stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity

to receive a premium for their securities.

of the date of this Annual Report, certain stockholders control the voting power in us, including management.

As a result, these

stockholders have substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all

or substantially all of our assets, election of directors and other significant corporate actions.

This concentration of ownership

may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a

premium for their shares as part of any contemplated sale of our Company and may reduce the price of our common stock.

of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.

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our future access to the capital markets.

Unresolved Staff Comments.

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 1A. Risk Factors