Atlas Lithium Corp 10-K/A

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2023. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure . In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. On the basis of that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as a result of the material weakness in internal controls over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2023 and 2022. 46 Table of Contents (b) Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that in light of the accounting errors described in the Explanatory Note included herein and Note 2 to the notes to the financial statements included herein, a material weakness exists in our internal control over financial reporting as of December 31, 2023 and 2022. As a result, management concluded that our internal control over financial reporting was not effective as of December 31, 2023 at a reasonable assurance level. Material Weaknesses in Internal Control over Financial Reporting A material weakness, as defined in the standards established by the Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In connection with the re-audit of our financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022, we identified a material weakness in our internal control over financial reporting as of December 31, 2022 and December 31, 2023. During this period, we outsourced its day-to-day accounting tasks due to limited accounting and financial reporting personnel and other resources needed to ensure adherence to the our internal controls and procedures. We did not have its own finance function and had limited finance and accounting professionals with the requisite experience to appropriately perform the supervision and review of the information received from our third-party accounting service provider. The lack of U.S. GAAP experience from the outsourced accounting firm combined with the limited availability of experienced team to supervise the third-party service provider resulted in the disclosed material weakness. Notwithstanding these material weaknesses, we have concluded that our audited consolidated financial statements included in this Annual Report on Form 10-K/A are fairly stated in all material respects in accordance with U.S. GAAP for each of the periods restated therein. Plan for Remediation of Material Weakness in Internal Controls over Financial Reporting We have begun to design and implement certain remediation measures to address the above-described material weakness and enhance our internal control over financial reporting. We are taking the following actions to improve the design and operating effectiveness of our internal control in order to remediate this material weakness: ● Insource our accounting and finance functions and hire capable and experienced professionals to build a strong in-house accounting team; and ● Implement SAP Enterprise Resource Planning software to strengthen our ability to adequately keep records of its accounting and financial information. Our remediation efforts are ongoing and we will continue our initiatives to consider additional skilled resources in program management, accounting, and finance related functions and to expand the effort to implement and document policies, procedures, and internal controls. Remediation of the identified material weaknesses and strengthening of our internal control environment will require a substantial effort through the end of 2024 and beyond. We will assess the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and we have concluded, through testing, that these controls are operating effectively. No Attestation Report This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Since we are a smaller reporting company, our report is not subject to attestation by our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. As a result, this Annual Report contains only our report on internal controls. (c) Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred in 2023 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting. (d) Limitations of the Effectiveness of Internal Controls The effectiveness of our system of internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely. As a result, there can be no assurance that our internal control over financial reporting will detect all errors or fraud. However, our control systems have been designed to provide reasonable assurance of achieving their objectives. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 47 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth certain information as of the date of this Annual Report concerning our directors and executive officers: Name Age Position Marc Fogassa 57 Chairman, Chief Executive Officer, Director Ambassador Robert Noriega 64 Independent Director, Member of the Audit Committee Cassiopeia Olson, Esq. 46 Independent Director, Member of the Audit Committee Stephen R. Petersen, CFA 68 Independent Director, Member of the Audit Committee Gustavo Pereira de Aguiar 41 Chief Financial Officer, Treasurer, Principal Accounting Officer Igor Tkachenko 38 Vice President, Corporate Strategy Nicholas Rowley 39 Vice-President, Business Development Marc Fogassa , age 57, has been a director and our Chairman and Chief Executive Officer since 2012. He has extensive experience in venture capital and public company chief executive management. He has served on boards of directors of multiple private companies in various industries, and has been invited to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business Administration degree in 1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two of our consolidated subsidiaries. Marc Fogassa serves as a director because of his experience in the management of public companies in mineral exploration and his understanding of Brazil, the jurisdiction where we operate. Ambassador Roger Noriega , age 65, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since 2021. He has extensive experience in Latin America. Ambassador Noriega was appointed by President George W. Bush and confirmed by the U.S. Senate as U.S. Assistant Secretary of State and served from 2003 to 2005. In that capacity, Amb. Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean. Prior to this assignment, Amb. Noriega served as U.S. Ambassador to the Organization of American States from 2001 to 2003. Since 2009, Amb. Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that he founded. Amb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. Ambassador Noriega serves as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil. 48 Table of Contents Cassiopeia Olson, Esq. , age 46, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 2021. She is an attorney with extensive experience in international contracts, securities law and venture negotiations. She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services sectors. From 2013 to 2017, Ms. Olson was at Kaplowitz Firm P.C. and from 2017 to January 2020, she was an attorney with the Crone Law Group. From February 2020 to May 2022 Ms. Olson was an attorney with Ellenoff Grossman & Schole LP. She has been with Mitchell Silberberg & Knupp since May of 2022. She received a B.A. in Economics and Finance from Loyola University in Chicago, and a J.D. from The John Marshall School of Law. Ms. Olson serves as a director because of her experience with working with large multinational companies in complex transactions and her knowledge of U.S. securities law. Stephen R. Petersen, CFA , age 68, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 2021. Mr. Petersen over 40 years of experience in the capital markets and investment management. Since 2013, he has been a Managing Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32 years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He began his career at Fidelity as an Equity Analyst. Mr. Petersen received a B.B.A. in Finance and an M.S. in Finance from the University of Wisconsin-Madison. Mr. Petersen serves on the Board of the University of Wisconsin Foundation and Chairs its Investment Committee. He also is Co-Chair of the Executive Committee for the Catholic Schools Foundation Inner-City Scholarship Fund. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serve as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements. Gustavo Pereira de Aguiar, age 41, has been our Chief Financial Officer, Principal Accounting Officer, and Treasurer since 2022. From 2016 until 2022, Mr. Aguiar was the Controller of Jaguar Mining, Inc., a Canadian publicly traded company with two producing gold mines in the state of Minas Gerais in Brazil. From 2013 to 2016, Mr. Aguiar was Controller at Grupo Orguel, an enterprise in the construction equipment rental sector in Brazil which received funding from Carlyle, a U.S. private equity group, and from 2010 to 2013, Mr. Aguiar worked at Mirabella Mineração, which at the time was developing its nickel project in the state of Bahia in Brazil. From 2006 to 2010, Mr. Aguiar was an auditor with Deloitte in Brazil. Mr. Aguiar has undergraduate degrees in Business Administration and in Accounting from Universidade FUMEC in Brazil. He has an executive MBA and further post-graduate education in finance from Fundação Dom Cabral in Brazil. Mr. Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil. Igor Tkachenko , age 38, has been our Vice President, Corporate Strategy since 2023. Igor Tkachenko, a Ukrainian-American and a US-trained physician, has served as a strategic advisor to us since 2021, lending his leadership talents and private sector experience to further the company’s mission to become a leading hard-rock lithium provider for the green energy transition. In 2022, Igor Tkachenko began consulting for us as our Director of Strategic Development, overseeing the rapid expansion of our investor relations efforts. He participated in the design and execution of our organizational growth strategy that led to our successful up-listing to Nasdaq in January 2023. Mr. Tkachenko graduated from the emergency medicine residency in 2019, after which he worked clinically at the University of Tennessee Medical Center and served as a Clinical Assistant Professor at the University of Tennessee Graduate School of Medicine. Mr. Tkachenko transitioned from his academic role to take on an executive position at the Company and began serving as our Vice President of Corporate Strategy in 2023. His education includes a Bachelor of Science (Summa Cum Laude) and a Doctor of Medicine degrees. 49 Table of Contents Nicholas Rowley , age 39, has been our Vice-President, Business Development since 2023. Mr. Rowley is an experienced corporate executive with a strong financial background with over 18 years’ experience specializing in marketing and sales of various raw materials, corporate advisory, M&A transactions and equities markets. Mr. Rowley most recently served as Director – Corporate Development of Galaxy Resources Limited, an ASX-listed lithium company from 2014 until 2021. Mr. Rowley through this role saw the implementation and closing of the A$6 billion merger with Orocobre Limited, to create the world’s fifth largest lithium producer Allkem (ASX: AKE) in mid-2021 now Arcadium Lithium Plc (Nasdaq: ATLM). Mr. Rowley has a strong understanding of the international lithium market having traded various lithium minerals over the last 10 years. Having overseen the marketing and sales division at Galaxy Resources since the restart of the Mt. Cattlin project in 2016, he has been integral in building the supply chain from Australia through to Asia over that time. Additionally, on March 19, 2024, the Board appointed Brian Talbot, age 51, as our Chief Operating Officer and as a member of our Board, effective as of April 1, 2024. Most recently, Mr. Talbot was the founder and director of RTEK International DMCC (“RTEK”), a consulting firm that advises lithium developers and producers. From July 2022 to September 2023, Mr. Talbot was the Chief Operating Officer at Sigma Lithium Corporation (“Sigma”), a Canadian lithium producer with operations in Brazil. At Sigma, he oversaw the development of Sigma’s flagship Grota do Cirilo project from construction through commissioning and operations. From 2017 to 2022, Mr. Talbot held positions as General Manager and Head of Australian Operations at Galaxy Resources, an entity which is now part of Arcadium Lithium PLC, one of the world’s largest fully integrated lithium companies. While at Galaxy Resources, Mr. Talbot was instrumental in increasing the production at Mt. Cattlin (a hard-rock lithium mine in Ravensthorpe, Western Australia) which resulted in record production. Mr. Talbot brings to the board an extensive track record as a technical and operational leader throughout his career with over 30 years of experience in mining operations. In particular, his extensive experience in DMS (dense media separation) plant development and operation, including designing, planning, building, and managing profitable mining operations globally, will be significant assets to the board. Mr. Talbot holds a bachelor’s degree in chemical engineering with Honors from the University of Witwatersrand, South Africa. Board Composition Our Board of Directors currently is composed of four members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA, and Marc Fogassa. As noted above, Brian Talbot has been appointed to the Board of Directors, effective as of April 1, 2024. There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer. Director Independence We currently have three independent directors on our Board of Directors. We use the definition of “independence” found in the Listing Rules of the Nasdaq Stock Market (“Nasdaq”) to make this determination. Our Board of Directors has undertaken a review of the independence of each director and will review the independence of any new directors based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination of independence. Our Board of Directors has determined that each of Ambassador Noriega, Mr. Petersen and Ms. Olson is independent. 50 Table of Contents Board Diversity Nasdaq has adopted certain governance and disclosure rules regarding diversity of listed companies’ boards of directors. As a company with a board of directors of five or fewer members, we are required to have at least one member of our Board who is “diverse” as defined in the Nasdaq rules, and as shown below, we have met the Nasdaq’s diversity objective. The following is our Board Diversity Matrix as of the date of this Annual Report. To see our Board Diversity Matrix as of March 30, 2023, please see our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2022. Board Diversity Matrix Total Number of Directors 4 Part I: Gender Identity Female Male Directors 1 3 Part II: Demographic Background Hispanic or Latinx 0 2 White 1 1 Role of our Board of Directors in Risk Oversight One of the key functions of our Board of Directors is informed oversight of our risk management process. We have formed supporting committees, including the Audit Committee, the Compensation Committee, and the Nominations Committee, each of which supports the Board of Directors by addressing risks specific to its respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct. Committees of our Board of Directors Our Board of Directors has established three standing committees - the Audit Committee, the Compensation Committee, and the Nominations Committee. Audit Committee Nasdaq listing rules require that our Audit Committee be composed of at least three members all of whom are “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. As of the date hereof, our Audit Committee was composed of Ambassador Noriega, Mr. Petersen and Ms. Olson, each of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules. 51 Table of Contents The Board has determined that Mr. Petersen qualifies as an “audit committee financial expert” as defined in Item 407(e)(5) of Regulation S-K. Compensation Committee and Nominations Committee Nasdaq listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors. At this time, our Nominations Committee and Compensation Committee are both comprised solely of independent directors. As of the date hereof, the members of each of our Nominations Committee and Compensation Committee are: Compensation Committee Nominations Committee Ambassador Roger Noriega Cassiopeia Olson, Esq. Cassiopeia Olson, Esq. Stephen R. Petersen, CFA Compensation Committee Interlocks and Insider Participation At no time have any of the members of our Compensation Committee been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has one or more executive officers on our Board of Directors or Compensation Committee. Code of Business Conduct and Ethics We adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website. Controlled Company As of December 31, 2023, Marc Fogassa, our Chief Executive Officer and Chairman, controlled approximately 68.1% of the voting power of our capital stock, and therefore we are a “controlled company,” as such term is defined under the Nasdaq Listing Rules. We currently do not rely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future. 52 Table of Contents Item 11. Executive Compensation. Compensation of Named Executive Officers This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2023, for our “named executive officers.” As a smaller reporting company, the SEC defines our named executive officers as (i) our Chief Executive Officer; (ii) our two most highly compensated executive officers other than the Chief Executive Officer, who were serving as such as of December 31, 2023; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year. We have identified the following individuals as our named executive officers according to this definition: ● Marc Fogassa, our Chief Executive Officer and Chairman; ● Gustavo Aguiar, our Chief Financial Officer; ● Igor Tkachenko, our Vice President of Corporate Strategy; and ● Brian Bernier, our Vice President of Investor Relations. The primary objectives of our executive compensation programs are to attract and retain talented executives to effectively manage and lead us . The compensation packages for Atlas Lithium’s named executive officers generally include a base salary, an annual cash bonus and equity. Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) (2) Total ($) Marc Fogassa, Chairman and 2023 - 607,786 (3) 2,133,410 (4) 453,752 (3) 34,645 3,229,593 Chief Executive Officer 2022 - 177,751 177,751 743,414 177,751 33,643 1,310,310 Gustavo Aguiar, 2023 133,692 (5) - - - 47,520 (6) 3,476 184,688 Chief Financial Officer 2022 80,903 - 464,549 (7) - 70,000 - 615,542 Brian Bernier, 2023 - 341,900 (8) 164,659 (9) - - - 506,559 VP, Investor Relations 2022 100,000 24,900 30,000 - - - 154,900 Igor Tkachenko, VP, Corporate Strategy 2023 210,000 (10) - 4,234,498 (11) - - - 4,444,498 (1) The amounts in these columns reflect the aggregate grant date fair value of stock awards and stock options calculated in accordance with FASB ASC Topic 718. Please see Note 5 to the consolidated financial statements for the year ended December 31, 2023, contained in this Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718. (2) All Other Compensation includes disability, medical, dental and vision insurance coverage benefits. 53 Table of Contents (3) P ursuant to the terms of Mr. Fogassa’s amended and restated employment agreement, his performance bonus for each calendar year is earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year. Such an amount is paid half in cash and half in fully-vested shares of common stock granted after the performance bonus is determined. The amount shown in the Stock Awards column for 2023 represents the grant of fully vested shares of common stock during calendar year 2023 for performance in the calendar year 2022. The grant of the Stock Award for calendar year 2023 performance was approved and granted by Board in calendar 2024 and will be disclosed in the proxy statement for calendar year 2024. (4) Represents options to purchase 30,000 shares of Series D Convertible Preferred Stock. All of the options to purchase Series D Convertible Preferred Stock have been exercised and there are no such options currently outstanding . (5) Represents Mr. Pereira de Aguiar’s base salary of $9,500 per month through August 31, 2023, and his base salary of $15,000 per month, effective as of September 1, 2023, as described below. (6) Pursuant to his employment agreement, Mr. Pereira de Aguiar is entitled to a cash bonus tied to certain performance metrics. (7) Represents 85,019 restricted shares of common stock, in the form of restricted stock units, as described under the “ Gustavo Pereira de Aguiar Agreement ” discussion below. ( 8 ) Pursuant to his employment agreement, Mr. Bernier is eligible to receive bonuses provided at our discretion. (9) In 2023, Mr. Bernier received (i) 1,456 fully vested shares of common stock as monthly compensation from January 2023 to May 2023 and (iii) a grant of 5,600 restricted stock units which vest annually over four years beginning June 1, 2024. (10) Mr. Tkachenko was appointed Vice President, Corporate Strategy in September 2023 and the amount shown represents a pro-ration of his annual base salary of $420,000. (11) Represents 80,000 shares of common stock granted to Mr. Tkachenko as a bonus during his consultancy period, prior to becoming an executive officer, and 40,533 shares issued pursuant to Mr. Tkachenko’s employment agreement based on us achieving certain market capitalization milestones that, in the aggregate, had a grant date fair value of $2,957,912. The amount in the table also includes $1,276,585 related to the Company’s contingent obligation to issue shares of common stock pursuant to Mr. Tkachenko’s employment agreement, as described under the “ Igor Tkachenko Agreement,” below . This amount was calculated based on a Monte Carlo Simulation valuation in accordance with FASB ASC Topic 718 as of the date of the employment agreement, including an assumed 127,635 shares of common stock to be issued, as further described in Note 5 to the consolidated financial statements for the year ended December 31, 2023, contained in our 2023 Annual Report. If the Company ultimately issues shares to Mr. Tkachenko in excess of the amount included in the assumptions used in the Monte Carlo Simulation valuation, the Company will report the value of such additional shares in the Summary Compensation Table for the year in which such shares are actually issued. Narrative to Summary Compensation Table Marc Fogassa Agreement On December 31, 2020, our Board approved an amendment and restatement of the employment agreement between us and Marc Fogassa, our Chief Executive Officer (the “A&R Employment Agreement”). Under the A&R Employment agreement, Mr. Fogassa no longer received a salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per annum. Instead, he was to be granted non-qualified stock options to purchase 33,333 shares of common stock at an exercise price of $0.0075 per share. Pursuant to the A&R Employment Agreement, Mr. Fogassa is also entitled to incentive compensation payable half in cash and half in fully vested shares of common stock upon achievement of certain book value metrics, as set forth in the A&R Employment Agreement. 54 Table of Contents Under the A&R Employment Agreement, Mr. Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary residence out of the United States. We shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Mr. Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by Mr. Fogassa. Unless declined by Mr. Fogassa, we shall pay the annual premium costs of a life insurance policy for Mr. Fogassa in the amount of $5,000,000 for payment to his designated beneficiaries. In the event of a termination of employment by us, we shall immediately make a payment to Mr. Fogassa equal to $500,000. If upon the completion of a change of control, or other corporate event, Mr. Fogassa is no longer our Chief Executive Officer, or the Chief Executive Officer of our new controlling person, as the case may be, then we shall immediately make a payment to Mr. Fogassa equal to $2,000,000. In September 2021, the Board determined to allow Mr. Fogassa, as his election, to receive monthly grants of stock options to purchase shares of the Series D Convertible Preferred Stock in lieu of the options to purchase common stock as described above, and in 2023, Mr. Fogassa was granted stock options to purchase 2,500 shares of Series D Convertible Preferred Stock each month. In December 2023, the Board approved Mr. Fogassa receiving such stock option compensation on an annual, rather than monthly, basis. Additionally, Mr. Fogassa elected to begin again receiving options to purchase shares of common stock, and in 2024, Mr. Fogassa was granted an annual award of stock options to purchase 399,966 shares of common stock pursuant to these actions. Gustavo Pereira de Aguiar Agreement On March 15, 2022, Gustavo Pereira de Aguiar, our Chief Financial Officer, entered into an agreement with us, effective March 16, 2022 (the “Start Date”), pursuant to with Mr. Aguiar is providing services to us (the “GPA Employment Agreement”). Under the GPA Employment Agreement, Mr. Pereira de Aguiar received a signing bonus totaling $25,000, and was entitled to base cash compensation of $9,500 per month and a maximum annual bonus of $45,000, with the amount received conditioned on the filing by us, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC. Further, on the Start Date, for the purchase price of $1.00, Mr. Pereira de Aguiar was to be granted 85,019 shares of common stock that would vest over four years in four tranches. In satisfaction of Mr. Pereira de Aguiar’s right to receive such shares, we have granted him an equity award in the form of 85,019 restricted stock units (“RSUs” and the RSU grant, the “GPA RSU Grant”), which vests over four years in four tranches. The first and the second tranche of the GPA RSU Grant vested on March 16, 2023, and [March 15, 2024], respectively and Mr. Pereira de Aguiar was issued 21,255 shares of our common stock on each respective vesting date The agreement is terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by either party, with prior written notice of thirty days to the other party; provided, that if Mr. Pereira de Aguiar’s employment is terminated for any reason by us other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested immediately upon such termination. The agreement provided for a payment of $60,000 if such termination occurred before the first-year anniversary of the Start Date, and a payment of $30,000 if such termination occurred before the second anniversary of the Start Date. If we terminate the GPA Employment Agreement for gross negligence or willful malfeasance, then the portion of the GPA Grant which is not yet vested shall be deemed to be forfeited. 55 Table of Contents In December 2023, the Board approved certain amendments to Mr. Pereira de Aguiar’s compensation, pursuant to which, (i) effective September 1, 2023, he is entitled to a base salary of $15,000 per month, (ii) for calendar year 2024, Mr. Pereira de Aguiar’s performance-based bonus will entitle him to earn a cash payment equal to five times his then monthly salary upon the achievement of certain goals related to his duties as Chief Financial Officer, and (iii) his GPA Grant was amended to provide for immediate vesting upon a change in control. Igor Tkachenko Agreement On September 30, 2023, we entered into an employment agreement with Igor Tkachenko that provides for a term through December 31, 2026, subject to renewal by mutual consent. The agreement provides that Mr. Tkachenko will serve as our Vice President of Corporate Strategy and will be entitled to a base salary of $420,000 per year. Additionally, Mr. Tkachenko will have the right to receive shares of our common stock equal to 0.2% of the shares of common stock then outstanding when and if our market capitalization reaches $200 million, $300 million, $400 million, $500 million, $600 million, $800 million and $1 billion. The agreement further provides that in the event that we undergo a change in control (as defined in our 2023 Stock Incentive Plan) and any of the foregoing performance requirements have not been met, Mr. Tkachenko’s right to receive such shares will be accelerated. The agreement also contains a non-compete provision pursuant to which Mr. Tkachenko has agreed not to engage in competitive activities during his employment period and for a period of one year thereafter. Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2023: Option awards Stock awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) Marc Fogassa - - - - - - - - - Gustavo Aguiar - - - - - 63,764 (2) 1,994,545 - - Igor Tkachenko - - - - - - - 127,635 (3) 3,992,485 Brian Bernier - - - - - 5,600 (4) 175,168 - - (1) All amounts are based on the closing price of our common stock on December 29, 2023, of $31.28. (2) Represents restricted stock units, 21,255 of which vest on each of March 16, 2024, and March 16, 2025, and 21,254 of which vest on March 16, 2026 . (3) Represents the aggregate number of shares of our common stock that Mr. Tkachenko is entitled to receive pursuant to his employment agreement, if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1 billion. (4) Represents restricted stock units which vest over four years in four equal tranches beginning June 1, 2024. 56 Table of Contents Director Compensation The following table sets forth a summary of compensation for the fiscal year ended December 31, 2023, that we paid to each director other than our Chief Executive Officer, whose compensation is fully reflected in the Summary Compensation Table set forth above. We do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors; therefore, these columns have been omitted from the following table. No other or additional compensation for services were paid to any of the directors. In December 2023, the Board of Directors approved a new compensation plan for directors, beginning in 2024, pursuant to which each director shall receive options to purchase 10,000 shares of our common stock, which will vest monthly in equal increments over a one-year period. Name Fees Earned or Paid in Cash ($) Stock Compensation ($) (1 ) Option Compensation ($) (1) Total ($) Ambassador Roger Noriega $ 374,356 (2) $ 374,356 Cassiopeia Olson, Esq. $ 6,000 (3) $ - $ 6,000 Stephen R. Petersen, CFA $ 6,000 (3) $ - $ 6,000 (1) The amounts in these columns reflect the aggregate grant date fair values of shares of common stock and stock options granted in 2023 to each director calculated in accordance with FASB ASC Topic 718. Please see Note 5 to the consolidated financial statements for the year ended December 31, 2023, contained in this Annual Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718. (2) Ambassador Noriega was party to a compensation arrangement with the Company pursuant to which he is entitled to receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise price equal to $0.0075 per share. On September 15, 2021, our Board approved a change to the arrangement that allows Ambassador Noriega the choice to elect to receive the compensation in either options to purchase our common stock or to an equivalent number of options to purchase Series D Convertible Preferred Stock. In 2023, Ambassador Noriega received options to purchase 6,000 shares of Series D Convertible Preferred Stock pursuant to this election. All of such options were exercised in 2023, and Ambassador Noriega converted the shares of Series D Convertible Preferred Stock were converted into shares of our common stock. The compensation arrangement with Ambassador Noriega was terminated in connection with the approval of the new compensation plan for directors noted above . (3) Ms. Olson and Mr. Petersen had the right to receive $6,000 in cash each for services as a director during 2023. Both were given a choice and opted to receive shares of our common stock at the then public market price instead of cash. Beginning in 2024, Ms. Olson and Mr. Petersen will receive the compensation under the new compensation plan for directors noted above. 57 Table of Contents Equity Compensation Plan On May 25, 2023, the Board of Directors approved, and our majority stockholder ratified and confirmed the adoption of the 2023 Stock Incentive Plan. The table below sets forth certain information as of December 31, 2023 , with respect to the 2023 Stock Incentive Plan. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column “(a)”) (c) Equity compensation plans approved by security holders (2023 Stock Incentive Plan) 1,167,652 (i) $ nil (ii) 426,274 Total 1,167,652 $ - 426,274 (i) 1,167,652 in restricted stock awards with common stock to be issued upon fulfillment of a variety of time, market and performance vesting conditions. (ii) Includes only the weighted-average exercise price of the outstanding options, as the restricted stock awards have no associated exercise price. Delinquent Section 16(a) Reports Under Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required to report initial ownership of our common stock and any subsequent changes in ownership to the SEC. Specific due dates have been established by the SEC, and we are required to disclose in this Annual Report any failure to file required ownership reports by these dates. Based solely upon a review of forms filed with the SEC and the written representations of such persons, we are aware of the following: (i) Nicholas Rowley filed a late Form 3 after being appointed as our Vice President, Business Development; (ii) each of the following persons, all of whom ceased to be officers subject to the reporting requirements of Section 16 in December 2023, failed to file two Forms 4, each of which reported one transaction: Brian Bernier, Joel de Paiva Monteiro, Volodymyr Myadzel, and Areli Nogueira da Silva Júnior; (iii) Marc Fogassa reported five transactions-late, each of which should have been reported on a separate Form 4; (iv) Stephen R. Petersen failed to file three Forms 4, each reporting one transaction; (v) Cassiopeia Olson failed to file one Form 4 reporting one transaction; (vi) Roger Noriega filed three late Forms 4, each reporting one transaction. All of the transactions that should have been reported on a Form 4 have since been reported on a late year-end report on Form 5. Incentive Compensation Recovery Analysis Since the financial statements included in this Amendment reflect the correction of an error to the previously issued financial statements for the fiscal year ended December 31, 2023, the Company conducted a recovery or claw back analysis of incentive-based compensation received by our Chief Executive Officer (“CEO”) for his performance in the fiscal year ended December 31, 2023. Our CEO may receive annual incentive-based compensation as determined in accordance with the terms of his A&R Employment Agreement, a description of which is included under the “Marc Fogassa Agreement” subheading on page 54 of this Amendment. In connection with the restatement of the financial statements for the fiscal year ended December 31, 2023, the Company undertook a recalculation of the incentive compensation paid to our CEO under the terms of his A&R Employment Agreement for the fiscal year ended 2023. During such analysis, it was discovered that the calculation of the incentive compensation for such period contained a clerical mistake unrelated to the then existing financial statements, resulting in our CEO receiving in April 2024 an amount in incentive compensation that was materially less than what he was entitled to receive. The new calculation of our CEO’s fiscal year ended December 31, 2023 incentive compensation based on the restated financial statements, while eliminating the clerical mistake, has resulted in an amount of incentive compensation which is greater than the incentive compensation paid to our CEO in April 2024. As a result, the Company has determined that no recovery of any incentive-based compensation is warranted and our CEO is owed an additional $341,573 for unpaid incentive compensation which, in accordance with the terms of the A&R Employment Agreement, shall be paid half in cash and half in shares of our common stock . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information known to us regarding beneficial ownership of our common stock and securities convertible into our common stock within 60 days of the March 22, 2024 , by: (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each named executive officer and director; and (iii) all officers and directors as a group. As of March 22, 2024, there were 12,769,581 outstanding shares of our common stock. 58 Table of Contents Name and Address of Beneficial Common Stock (2) Series A Preferred Stock (3) Combined Voting Power Owner (1) Number % Number % Number(4) %(5) Directors and Named Executive Officers: Marc Fogassa(6) 4,583,631 35.4 % 1 100 % 4,583,632 68.3 % Ambassador Roger Noriega( 7 ) 391,368 3.1 % - - 391,368 1.5 % Cassiopeia Olson, Esq.( 8 ) 15,904 * - - 15,904 * Stephen R. Petersen, CFA(9) 38,475 * - - 38,475 * Gustavo Pereira de Aguiar 42,510 * - - 42,510 * Igor Tkachenko 179,255 1.4 % 179,255 * Brian W. Bernier 45,033 * - - 45,033 * All executive officers and directors (7 persons)(10) 5,296,176 40.8 % 1 100 % 5,296,177 80.0 % Over 5% Stockholders: Antonis Palikrousis (11) 771,038 6.0 % 771,038 3.0 % (1) The mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation,1200 N. Federal Hwy, Suite 200, Boca Raton, Florida 33432, United States. The mailing address of Antonis Palikrousis is Flat 507, Sunlight Tower Amin Bin, Yasir Street, Al Qasmiya Sharjah, United Arab Emirates. (2) Each share of common stock is entitled to one vote. (3) The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one share of Series A Preferred is convertible into one share of common stock and may be converted at any time at the election of the holder. The one issued and outstanding share of Series A Preferred has been held by Marc Fogassa since 2012. (4) Represents shares and rights on an as converted to common stock basis. (5) Represents percentage of voting power of our common stock and Series A Preferred (on an as converted basis) voting together as a single class. As of March 27, 2024, 12,769,581 shares of our common stock were issued and outstanding, and one share of our Series A Preferred was issued and outstanding. (6) Consists of 4,400,638 shares of our common stock owned by Marc Fogassa and his affiliates, 16,328 shares of common stock earned by Mr. Fogassa in respect of our performance in 2023 and contractually owed pursuant to his December 2020 employment agreement, which he has the right to receive within 60 days; 166,665 shares of common stock underlying compensatory vested stock options and stock options that will vest within 60 days; and 1 share of Series A Preferred which Mr. Fogassa has held since 2012. (7) Consists of 387,201 shares of common stock and 4,167 shares underlying vested stock options and stock options that will vest within 60 days. (8) Consists of 1,071 shares of common stock and 14,833 shares of common stock underlying vested stock options and stock options that will vest within 60 days. (9) Consists of 34,308 shares of common stock and 4,167 shares of common stock underlying vested stock options and stock options that will vest within 60 days. (10) Consists of 5,068,761 shares of common stock, 277,415 shares of common stock underlying options and contractual compensation, and 1 share of Series A Preferred. (11) Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2024, by Mr. Palikrousis. 59 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. On November 7, 2023, we entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Martin Rowley relating to the issuance to Martin Rowley (along with other experienced lithium investors) of convertible promissory notes which accrue interest at a rate of 6.5% per annum (each a “Note”). Pursuant to the Purchase Agreement, Mr. Rowley purchased an aggregate of $ 10,000,000 of the Notes. The Notes are convertible into shares of our common stock at an exercise price of $28.225 and will mature on November 24, 2026. Martin Rowley is a senior advisor to us and is the father of Nicholas Rowley, our Vice President, Business Development. On September 22, 2023, we entered into a Lead Advisory Services Agreement with Martin Rowley, through which Mr. Rowley has been providing advisory services to us. The agreement contemplates the issuance of up to 100,000 restricted share units upon achievement of certain milestones set forth in the agreement. Martin Rowley is the father of Nicholas Rowley, our Vice President, Business Development. On July 17, 2023, we entered into a Technical Services Agreement for mining engineering, planning and business development services with RTEK International DMCC (“RTEK”), an entity controlled by Nick Rowley, our Vice President, Business Development, and Brian Talbot, our Chief Operating Officer effective as of April 1, 2024. The agreement provides for the payment by us of an estimated amount of $1,449,000 and the issuance of up to 410,000 restricted share units of our common stock, depending on the achievement of certain milestones. As of December 31 2023, we had payment payments to RTEK in the amount of $1,449,000. As further described in the notes to the financial statements included herein, we hold a 58.71% equity interest in Apollo Resources and a 27.42% equity interest in Jupiter Gold. During the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Marc Fogassa at a price of $0.01 per share. The options were valued at $235,034 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resources’ common stock price on the date of the grants ($5.00 to $6.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between 17.41% and 57.96%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term of 10 years. As of December 31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an average exercise price of $0.01 and an aggregated intrinsic value of $2,425,950. During the year ended December 31, 2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging between $0.01 to $1.00 per share. The options were valued at $115,038 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Jupiter Gold’s common stock price on the date of the grant ($0.65 to $2.10), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between 268% and 364%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term between 5 and 10 years. During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options at a $0.98 weighted average exercise price. These exercises were paid for with 386,420 options conceded in cashless exercises. As a result of the options exercised, Jupiter Gold issued 728,580 shares of its common stock to Marc Fogassa. 60 Table of Contents Director Independence Our Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent” as such term is defined with respect to directors by the Nasdaq Stock Market Rules. Please refer to our disclosures in “Overview of Corporate Governance” and “Committees of our Board of Directors” for a more detailed discussion on these topics. Item 14. Principal Accounting Fees and Services. The following table presents fees for professional audit services and other services rendered to us by Borgers for our fiscal years ended December 31, 2023, and 2022. Fee Type 2023 2022 Audit Fees (1) $ 88,000 $ 44,820 Audit-Related Fees (2) 27,500 — Tax Fees (3) — — All Other Fees (4) — — Total $ 115,500 $ 44,820 (1) “Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by Borgers in connection with statutory and regulatory filings or engagements. (2) “Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” (3) “Tax Fees” consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax planning. There were no such fees billed by auditors during the last two fiscal years. (4) “All Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees, and Tax Fees. There were no such fees billed by Borgers during the last two fiscal years. Pre-Approval Policies and Procedures All services performed by, and fees paid to, Borgers for our fiscal years ended December 31, 2023, and 2022 were approved by our Audit Committee. Before Borgers is engaged to perform services, the engagement is approved by our Audit Committee . 61 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report. (i) Financial Statements - see Item 8. Financial Statements and Supplementary Data (ii) Financial Statement Schedules – None (Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.) (iii) Report of Independent Registered Public Accounting Firm. (iv) Notes to Financial Statements. (b) Exhibits The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report. 62 Table of Contents ATLAS LITHIUM CORPORATION. TABLE OF CONTENTS DECEMBER 31, 2023 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6841) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 F-4 Consolidated Statement of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Atlas Lithium Corporation (ATLX) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation (ATLX) and its subsidiaries (the ‘Company’) as of December 31, 2023, and 2022, the related statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “Consolidated financial statements”). In our opinion, based on our audit, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1 the CY 2023 & 2022 financial statements have been restated to correct a misstatement. The financial statements of Atlas Lithium Corporation as of December 31, 2023, and 2022, and for the year then ended, before the restatement described in Note 1, were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated March 27, 2024. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, no such opinion is expressed. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. For, Pipara & Co LLP ( 6841 ) We have served as the Company’s auditor since 2024 Place: Ahmedabad, India Date: November 8, 2024 F- 2 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2023 and December 31, 2022 December 31, December 31, 2023 2022 As restated As restated ASSETS Current assets: Cash and cash equivalents $ 29,549,927 $ 280,358 Taxes recoverable 50,824 50 Prepaid and other current assets 113,905 47,082 Total current assets 29,714,656 327,490 Property and equipment, net 13,477,602 4,729,585 Intangible assets, net 45,777 11,499 Right of use assets - operating leases, net 335,634 - Total assets $ 43,573,669 $ 5,068,574 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 4,668,857 $ 3,473,707 Derivative liabilities 1,000,060 - Convertible Debt 67,024 - Other current liabilities 41,596 57,780 Operating lease liabilities 127,482 - Total current liabilities 5,905,019 3,531,487 Convertible Debt 9,703,700 - Operating lease liabilities 231,278 - Deferred other income 20,000,000 - Other noncurrent liabilities 58,579 78,963 Total liabilities 35,898,576 3,610,450 Stockholders’ Equity: Series A preferred stock, $ 0.001 par value. 1 share authorized; 1 share issued and outstanding as of December 31, 2023 and December 31, 2022 1 1 Series D preferred stock, $ 0.001 par value. 1,000,000 shares authorized; 0 and 214,006 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively - 214 Preferred stock, value - 214 Common stock, $ 0.001 par value. 200,000,000 and 4,000,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively and 12,763,581 and 5,110,014 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 12,764 5,111 Additional paid-in capital 110,195,978 62,063,367 Accumulated other comprehensive loss ( 138,829 ) ( 6,636 ) Accumulated deficit ( 102,822,123 ) ( 60,391,694 ) Total Atlas Lithium Co. stockholders’ equity 7,247,791 1,670,363 Non-controlling interest 427,302 ( 212,239 ) Total stockholders’ equity 7,675,093 1,458,124 Total liabilities and stockholders’ equity $ 43,573,669 $ 5,068,574 The accompanying notes are an integral part of the consolidated financial statements. F- 3 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the twelve months ending December 31, 2023 and 2022 Twelve months ending December 31 2023 2022 As restated As restated Revenue - - Cost of revenue - - Gross loss - - Operating expenses General and administrative expenses 9,917,949 2,826,097 Stock-based compensation 15,513,666 2,475,415 Exploration 16,584,296 559,407 Other operating expenses 90,821 101 Total operating expenses 42,106,732 5,861,020 Loss from operations ( 42,106,732 ) ( 5,861,020 ) Other expense (income) Other expense (income) 194,175 254,494 Fair value adjustments, net 174,608 - Finance costs (revenue) ( 485,499 ) ( 53,897 ) Total other expense (income) ( 116,716 ) 200,597 Loss before provision for income taxes ( 41,990,016 ) ( 6,061,617 ) Provision for income taxes Net loss ( 41,990,016 ) ( 6,061,617 ) Loss attributable to non-controlling interest ( 1,221,741 ) ( 1,129,863 ) Net loss attributable to Atlas Lithium Corporation stockholders $ ( 40,768,275 ) $ ( 4,931,755 ) Basic and diluted loss per share Net loss per share attributable to Atlas Lithium Corporation common stockholders $ ( 4.37 ) $ ( 1.07 ) Weighted-average number of common shares outstanding: Basic and diluted 9,325,177 4,610,681 Comprehensive loss: Net loss $ ( 41,990,016 ) $ ( 6,061,617 ) Foreign currency translation adjustment ( 132,193 ) 706,174 Comprehensive loss ( 42,122,209 ) ( 5,355,443 ) Comprehensive loss attributable to noncontrolling interests ( 1,354,750 ) ( 1,149,154 ) Comprehensive loss attributable to Atlas Lithium Corporation stockholders $ ( 40,767,459 ) $ ( 4,206,289 ) The accompanying notes are an integral part of the consolidated financial statements. F- 4 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Twelve Months Ended December 31, 2023 and 2022 Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, December 31, 2021 1 $ 1 214,006 $ 214 4,145,572 $ 4,146 $ 56,472,497 $ ( 712,810 ) $ ( 55,459,939 ) $ 152,758 $ 456,866 Issuance of common stock in connection with sales made under private offerings - - - - 711,852 712 2,786,750 - - - 2,787,461 Issuance of common stock in connection with purchase of mining rights - - - - 116,959 117 999,883 - - - 1,000,000 Exercise of warrants 135,631 137 ( 137 ) - - - - Stock based compensation - - - - - - 1,804,373 - - 448,757 2,253,130 Change in foreign currency translation - - - - - - - 706,174 - - 706,174 Other changes in Noncontrolling interest - - - - - - - - - 316,108 316,108 Net loss - - - - - - - - ( 4,931,755 ) ( 1,129,863 ) ( 6,061,617 ) Balance, December 31, 2022, As restated 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,063,367 $ ( 6,636 ) $ ( 60,391,694 ) $ ( 212,239 ) $ 1,458,124 F- 5 Table of Contents Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, December 31, 2022, As restated 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,063,367 $ ( 6,636 ) $ ( 60,391,694 ) $ ( 212,239 ) $ 1,458,124 Balance 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,063,367 $ ( 6,636 ) $ ( 60,391,694 ) $ ( 212,239 ) $ 1,458,124 Issuance of common stock in connection with sales made under private offerings - - - - 2,449,467 2,449 33,147,014 - - - 33,149,463 Issuance of common stock in connection with sales made under private offerings - - - - 2,449,467 2,449 33,147,014 - - - 33,149,463 Issuance of common stock in connection with purchase of mining rights - - - - 77,240 77 749,923 - - - 750,000 Issuance of common stock in connection with purchase of mining rights - - - - 77,240 77 749,923 - - - 750,000 Exercise of options into Series D preferred stock - - 108,000 108 - - 2,934 - - - 3,042 Conversion of Convertible Preferred D stock into Common Stock - - ( 322,006 ) ( 322 ) 4,293,409 4,293 - - 3,971 Other changes in Noncontrolling interest - - - - - - - - ( 1,662,154 ) 1,662,154 - Exercise of warrants - - - - 446,948 447 ( 447 ) - - - - Exercise of option issued 386,503 386 ( 386 ) - - - - Stock based compensation - - - - - - 14,233,573 - - 312,842 14,546,415 Change in foreign currency translation - - - - - - - ( 132,193 ) - ( 113,714 ) ( 245,906 ) Net loss - - - - - - - - ( 40,768,275 ) ( 1,221,741 ) ( 41,990,016 ) Balance, December 31, 2023, As restated 1 $ 1 - $ - 12,763,581 $ 12,764 $ 110,195,978 $ ( 138,829 ) $ ( 102,822,123 ) $ 427,302 $ 7,675,093 Balance 1 $ 1 - $ - 12,763,581 $ 12,764 $ 110,195,978 $ ( 138,829 ) $ ( 102,822,123 ) $ 427,302 $ 7,675,093 The accompanying notes are an integral part of the consolidated financial statements. F- 6 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Twelve Months Ended December 31, 2023 and 2022 2023 2022 Twelve months ending December 31 2023 2022 As restated As restated Cash flows from operating activities of continuing operations: Net loss $ ( 41,990,016 ) ( 6,061,617 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services 15,513,666 2,475,415 Depreciation and amortization 24,923 14,659 Interest expense 82,395 - Fair value adjustments 174,608 - Other non-cash expenses ( 258,965 ) 531,472 Changes in operating assets and liabilities: Accounts receivable - 1,401 Taxes recoverable ( 50,602 ) ( 5,209 ) Deposits and advances 22,743 ( 29,836 ) Accounts payable and accrued expenses 564,716 ( 59,393 ) Deferred other income 20,000,000 - Other noncurrent liabilities ( 46,070 ) ( 29,962 ) Net cash (used) by operating activities ( 5,962,602 ) ( 3,163,072 ) Cash flows from investing activities: Acquisition of capital assets ( 7,935,894 ) ( 1,020,377 ) Increase in intangible assets ( 34,278 ) - Net cash used in investing activities ( 7,970,172 ) ( 1,020,377 ) Cash flows from financing activities: Net proceeds from sale of common stock 33,156,735 3,787,462 Cash received upon issuance of debt 10,000,024 - Other changes in Noncontrolling interest and equity - 600,000 Net cash provided by financing activities 43,156,759 4,387,462 Effect of exchange rates on cash and cash equivalents 45,584 53,569 Net increase (decrease) in cash and cash equivalents 29,269,569 257,582 Cash and cash equivalents at beginning of year 280,358 22,776 Cash and cash equivalents at end of year $ 29,549,927 $ 280,358 The accompanying notes are an integral part of the consolidated financial statements. F- 7 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium.” the “Company”, “the Registrant”, “we”, “us”, or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil. Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2023 and 2022, the consolidated financial statements include the accounts of the Company; its 99.9 % owned subsidiary, Atlas Litio Brasil Ltda. (“Atlas Brasil”) ; its 58.71 % equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiaries Mineração Apollo, Ltda., Mineração Duas Barras Ltda. (“MDB”) and RST Recursos Minerais Ltda. (“RST”); and its 27.42 % equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been included in the Company’s consolidated financial statements. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates. Recent Accounting Pronouncements Accounting Standards Updates Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused by reference rate reform. In January 2021, ASU 2021-01, Reference Rate Reform (Topic 848): Scope was issued which broadened the scope of ASU 2020-04 to include certain derivative instruments. In December 2022, ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, was issued which deferred the sunset date of ASU 2020-04. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis. There have been no significant effects that may impact its financial statements and we do not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. F- 8 Table of Contents Accounting Standards Updates to Become Effective in Future Period In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures. Fair Value of Financial Instruments The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets. Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. F- 9 Table of Contents As of December 31, 2023, and 2022, the Company’s derivative liabilities were considered a level 2 liability. See Note 2 for a discussion regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other current assets, accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. The Company’s bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating into approximately $ 51,639 as of December 31, 2023). Accounts Receivable Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Taxes Receivable The Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian subsidiaries. These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier withholding taxes, or other taxes payable. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net. F- 10 Table of Contents The processing plant and other machinery are depreciated over an estimated useful life of ten years ; vehicles are depreciated over an estimated life of five years ; and computer and other office equipment over an estimated useful life of five years . Mineral Properties and Mineral rights Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Proceeds received on the sale of interests in exploration and evaluation assets are credited to the incurred exploration and evaluation expenditures, with any excess included in operations. Write-downs due to impairment in value are charged to profit or loss. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2023 and 2022, the Company did not recognize any impairment losses related to mineral properties held. Intangible Assets For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral rights awarded by the Brazilian national mining department and held by the Company’s subsidiaries. Impairment of Intangible Assets with Indefinite Useful Lives The Company accounts for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value. Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset. F- 11 Table of Contents Impairment of Long-Lived Assets For long-lived assets, such as property and equipment and intangible assets subject to amortization, the Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Variable Interest Entities The Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company has other variable interests in is considered a variable interest entity. The Company consolidates VIEs when it is the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company assesses whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity method or cost method in accordance with the applicable GAAP. The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards and guidance; and although the operations of Apollo Resources and Jupiter Gold are independent of the Company, through governance rights, the Company has the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, the Company concluded that it is the primary beneficiary of both Apollo Resources and Jupiter Gold. Revenue Recognition The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price F- 12 Table of Contents ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Non-cash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. F- 13 Table of Contents Costs of Goods Sold Included within costs of goods sold are costs of production such as diesel fuel, labor, and transportation. Stock-Based Compensation The Company measures and records stock-based compensation expense in accordance with ASC Topic 718 for share-based payments related to stock options, restricted stock, and performance-based awards granted to certain directors, employees and consultants. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of stock options and performance awards without a market condition is estimated, at the date of grant, using the Black-Scholes option-pricing model. The fair value of restricted stock awards and stock options with a market condition is estimated, at the date of grant, using the Monte Carlo Simulation model. The fair value of restricted stock awards with a required lock-up period without a market condition is estimated at the date of grant, using the Hull-White Lattice (binomial) model. The Black-Scholes, Monte Carlo Simulation, and Hull-White Lattice valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate, illiquidity discount, and dividend yield. In valuing our stock options, significant judgment is required in determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility for stock options is based on the historical and implied volatility of the Company’s common stock while the volatility for restricted stock awards with a market condition is based on the historical volatility of the Company’s own stock and the stock of companies within our defined peer group. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the valuation models may not provide an accurate measure of the fair value of our stock options, restricted stock and performance-based awards. Although the fair value of stock options and restricted stock awards is determined in accordance with ASC Topic 718, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. Debt In accordance with ASC 470, Debt (“ASC 470”) the Company records its Convertible Notes at the aggregate principal amount, less discount. The Company amortizes the debt discount over the life of the convertible notes as an additional non-cash interest expense utilizing the effective interest method. Refer to Note 2 for additional information. Derivative Instruments The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. F- 14 Table of Contents In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Foreign Currency The Company’s foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in the Company’s consolidated statements of operations were negligible for all periods presented. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 2023 and 2022, the Company’s deferred tax assets had a full valuation allowance. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21 % beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since its Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception. F- 15 Table of Contents Basic Income (Loss) Per Share The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. As of December 31, 2023, if all holders of preferred stock, options and warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess of the Company’s authorized, but unissued shares of common stock. Other Comprehensive Income Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments. Leases Contractual arrangements are assessed at inception to determine if they represent or contain a lease. Right-of-use (“ROU”) assets related to operating leases are separately reported in the Consolidated Balance Sheets. Separate current and non-current liabilities for operating and finance leases are reported on the Consolidated Balance Sheets. Operating and finance lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Restatement of Previously Issued Financial Statements as of and for the Fiscal Years Ended December 31, 2023 and 2022 On October [25] , 2024, subsequent to the issuance of our Original Form 10-K and our retention of Pipara to replace our previous auditor, the Company’s management determined, after considering the applicable guidance and discussions with Pipara and the Audit Committee, that the Company’s Previously Issued Financial Statements for the two fiscal years ended December 31, 2023, audited by the previous auditor, will be restated due to the identification of certain accounting errors relating to the presentation, timing, omission and classification of certain items as set forth below. The Company concluded that the impact of these errors is material for the fiscal years ended December 31, 2023 and 2022. As a result, the Previously Issued Financial Statements should no longer be relied upon. Accordingly, our consolidated balance sheets as of December 31, 2023 and 2022, and our consolidated statements of operations for the fiscal years ended December 31, 2023 and 2022, have been restated as further described below. Disclosures, Reclassifications and Adjustments The following is a summarized description of the areas in which the errors were identified and for which we made correcting disclosures, reclassification and adjustments to our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022, as applicable: (1) Exclusion of two entities controlled by the same controlling shareholder of the Company from the consolidation that, upon further review, do not qualify as entities controlled by the Company. (2) Identified previously recoverable taxes registered in Mineração Apollo that are no longer recoverable and have been written-off. (3) Reclassification of mining rights from Intangible assets to Property and equipment, net in accordance with ASC 930-805, which provides that mining rights should be classified as tangible assets. The Company also reassessed the amounts composing consolidated Property and equipment, net and excluded amounts owned by two entities controlled by the same controlling shareholder of the Company (the “Excluded Entities”) from the consolidation as they do not qualify as entities controlled by the Company. (4) Reassessed the balance of investments and concluded that other than a fair value lower than carrying amount, there was no expectation of any future economic benefits being generated from the assets’ use or disposal, affecting the main condition for an asset to be recognized following US. GAAP literature. (5) Identified bonus payable to senior executives that was incurred but not accounted for in the fiscal year ended December 31, 2022. (6) Identified and corrected errors relating to the reconciliation of related party transactions and made resulting reclassifications. The amounts previously disclosed did not represent amounts payable to related parties, but to third parties. (7) Reclassified Tax refinancing from Accounts payable to Other current liabilities to adequate the presentation of each nature of liability which are tax installments agreed to be paid to the government generally in 48 months. (8) Reassessed the composition of additional paid-in capital and corrected a reconciliation error. (9) Identified and corrected the allocation of translation adjustments arising from a subsidiary’s balance sheet that were inadequately recognized as Other comprehensive income that should have been accounted for in Accumulated deficit. (10) Adjusted Accumulated deficit as a result of the reclassification described in item 9 and other adjustments recognized in the period in the profit and loss. (11) Reassessed the Company’s interest in each subsidiary’s net assets and concluded that amounts recorded as Non-controlling interest did not reflect non-controlling shareholders’ interests in the subsidiaries’ net assets. (12) Identified and corrected a timing error relating to the recognition of executive bonus that should have been accounted for in the fiscal year ended December 31, 2022 and reclassified exploration-related expenses from General and administrative expenses to the Exploration line to reflect the exploration-related nature of such costs. (13) Identified and corrected a timing error relating to the recognition of stock-based compensation granted to senior executives of the Company that was recorded in the fiscal year ended December 31, 2023 but should have been recorded in the fiscal year ended December 31, 2022. (14) Identified and reclassified exploration costs previously presented as General and administrative expenses and Other operating expenses. (15) Identified and reclassified costs related to exploration activities from Other operating expenses to Exploration. Identified and excluded other operating expenses from the Excluded Entities that do not qualify as entities controlled by the Company. (16) Derecognized investments previously recorded, as explained in item 4, and reclassified expenses from General and administrative expenses to Other expense (income) to reflect the nature of such expenses. (17) Identified and corrected errors relating to the recalculation of foreign exchange transactions on subsidiaries’ balance sheets. (18) Derecognized cumulative translation adjustment of Atlas Litio. Its functional currency is US$, and impacts arising from the translation of foreign exchange transactions should not be allocated to Other comprehensive income. (19) Identified and corrected errors in right of use assets - operating leases related to the extension of the contract. (20) Identified and corrected an amount previously considered as a commission to be paid arising from the Royalty Agreement. The Royalty Agreement was not subject to any commissions payable. (21) Identified and corrected a timing error relating to the recognition of executive bonus that should have been accounted for in 2022 to reflect the correct presentation. (22) Recalculate the value of the foreign exchange translation for companies whose functional currency is dollar. F- 16 Table of Contents The following table presents the effect of the aforementioned adjustments on our Consolidated Balance Sheets as of December 31, 2023 and 2022 and indicates the category of the adjustments by reference to the above descriptions of the errors for which we made corrections: SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As Previously Reported Adjustments Description of Adjustments Reaudited CONSOLIDATED BALANCE SHEETS December 31, 2023 As Previously Reported Adjustments Description of Adjustments As restated ASSETS Current assets: Cash and cash equivalents $ 29,549,927 $ - $ 29,549,927 Accounts receivable Taxes recoverable 50,824 - 50,824 Prepaid and other current assets 113,905 - 113,905 Total current assets 29,714,656 - 29,714,656 Property and equipment, net 6,407,735 7,069,867 (3) 13,477,602 Intangible assets, net 7,115,644 ( 7,069,867 ) (3) 45,777 Right of use assets - operating leases, net 444,624 ( 108,990 ) (19) 335,634 Investments - - - Total assets 43,682,659 ( 108,990 ) 43,573,669 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses 4,487,647 181,210 (5) 4,668,857 Derivative liabilities 1,000,060 - 1,000,060 Convertible Debt 67,024 - 67,024 Operating lease liabilities 114,994 12,488 (19) 127,482 Other current liabilities - 41,596 (7) 41,596 Total current liabilities 5,669,725 235,294 5,905,019 Convertible Debt 9,703,700 - 9,703,700 Operating lease liabilities 336,411 ( 105,133 ) (19) 231,278 Deferred other income 18,600,000 1,400,000 (20) 20,000,000 Other noncurrent liabilities 58,579 - 58,579 Total liabilities 34,368,415 1,530,161 35,898,576 Stockholders’ Equity: Common stock 12,765 - 12,765 Additional paid-in capital 111,662,522 ( 1,466,544 ) (8) 110,195,978 Accumulated other comprehensive loss ( 1,119,771 ) 980,942 (9) ( 138,829 ) Accumulated deficit ( 101,664,519 ) ( 1,157,604 ) (10) ( 102,822,123 ) Total Atlas Lithium Co. stockholders’ equity 8,890,997 ( 1,643,206 ) 7,247,791 Non-controlling interest 423,247 4,055 (11) 427,302 Total stockholders’ equity 9,314,244 ( 1,639,151 ) 7,675,093 Total liabilities and stockholders’ equity 43,682,659 ( 108,990 ) 43,573,669 SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As Previously Reported Adjustments Description of Adjustments As restated CONSOLIDATED BALANCE SHEETS December 31, 2022 As Previously Reported Adjustments Description of Adjustments As restated ASSETS Current assets: Cash and cash equivalents $ 280,525 $ ( 167 ) (1) $ 280,358 Accounts receivable 91 ( 91 ) - Taxes recoverable 17,705 ( 17,655 ) (2) 50 Prepaid and other current assets 47,093 ( 11 ) 47,082 Total current assets 345,414 ( 17,924 ) 327,490 Property and equipment, net 217,550 4,512,035 (3) 4,729,585 Intangible assets, net 4,971,267 ( 4,959,768 ) (3) 11,499 Investments 150,000 ( 150,000 ) (4) - Total assets 5,684,231 ( 615,657 ) 5,068,574 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses 2,776,474 697,233 (5) 3,473,707 Related party notes and other payables 21,493 ( 21,493 ) (6) - Other current liabilities - 57,780 (7) 57,780 Total current liabilities 2,797,967 733,520 3,531,487 Other noncurrent liabilities 78,964 ( 1 ) 78,963 Total liabilities 2,876,931 733,519 3,610,450 Stockholders’ Equity: Common stock 5,326 - 5,326 Additional paid-in capital 62,258,116 ( 194,749 ) (8) 62,063,367 Accumulated other comprehensive loss ( 981,040 ) 974,404 (9) ( 6,636 ) Accumulated deficit ( 60,270,994 ) ( 120,700 ) (10) ( 60,391,694 ) Total Atlas Lithium Co. stockholders’ equity 1,011,408 658,955 1,670,363 Non-controlling interest 1,795,892 ( 2,008,131 ) (11) ( 212,239 ) Total stockholders’ equity 2,807,300 ( 1,349,176 ) 1,458,124 Total liabilities and stockholders’ equity 5,684,231 ( 615,657 ) 5,068,574 F- 17 Table of Contents The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Operations as of December 31, 2023 and 2022 and indicates the category of the adjustments by reference to the above descriptions of the errors for which we made corrections: As Previously Reported Adjustments Description of Adjustments As restated CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, 2023 As Previously Reported Adjustments Description of Adjustments As restated Revenue $ - $ - $ - Cost of revenue - - - Gross margin - - - Operating expenses General and administrative expenses 10,303,340 ( 385,391 ) (21) 9,917,949 Stock-based compensation 15,609,698 ( 96,032 ) (13) 15,513,666 Exploration 16,553,830 30,466 (15) 16,584,296 Other operating expenses 121,176 ( 30,355 ) (15) 90,821 Total operating expenses 42,588,044 ( 481,312 ) 42,106,732 Loss from operations ( 42,588,044 ) 481,312 ( 42,106,732 ) Other expense (income) Other expense (income) 200,919 ( 6,744 ) 194,175 Fair value adjustments, net 174,608 - 174,608 Finance costs (revenue) ( 329,651 ) ( 155,848 ) (17) ( 485,499 ) Total other expense 45,876 ( 162,592 ) ( 116,716 ) Loss before provision for income taxes ( 42,633,920 ) 643,904 ( 41,990,016 ) Provision for income taxes Net loss ( 42,633,920 ) 643,904 ( 41,990,016 ) Loss attributable to non-controlling interest ( 1,240,395 ) 18,654 ( 1,221,741 ) Net loss attributable to Atlas Lithium Corporation stockholders ( 41,393,525 ) $ 625,250 ( 40,768,275 ) Basic and diluted loss per share Net loss per share attributable to Atlas Lithium Corporation common stockholders $ ( 4.11 ) $ ( 0.26 ) $ ( 4.37 ) Weighted-average number of common shares outstanding: Basic and diluted 10,065,572 ( 740,395 ) 9,325,177 Comprehensive loss: Net loss ( 42,633,920 ) $ 643,904 ( 41,990,016 ) Foreign currency translation adjustment ( 270,980 ) 138,787 (22) ( 132,193 ) Comprehensive loss ( 42,904,900 ) 782,691 ( 42,122,209 ) Comprehensive loss attributable to NCI ( 1,372,645 ) 17,895 ( 1,354,750 ) Comprehensive loss attributable to Atlas stockholders ( 41,532,256 ) $ 764,796 ( 40,767,459 ) As Previously Reported Adjustments Description of Adjustments As restated CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, 2022 As Previously Reported Adjustments Description of Adjustments As restated Revenue $ 6,765 $ ( 6,765 ) $ - Cost of revenue 63,548 ( 63,548 ) - Gross loss ( 56,783 ) 56,783 - Operating expenses General and administrative expenses 2,722,197 103,900 (12) 2,826,097 Stock-based compensation 2,269,566 205,849 (13) 2,475,415 Exploration - 559,407 (14) 559,407 Other operating expenses 455,221 ( 455,120 ) (15) 101 Total operating expenses 5,446,984 414,036 5,861,020 Loss from operations ( 5,503,767 ) ( 414,036 ) ( 5,861,020 ) Other expense (income) Other expense (income) 155,812 98,682 (16) 254,494 Finance costs (revenue) - ( 53,897 ) (17) ( 53,897 ) Total other expense 155,812 44,785 200,597 Loss before provision for income taxes ( 5,659,579 ) ( 402,038 ) ( 6,061,617 ) Provision for income taxes - Net loss ( 5,659,579 ) ( 402,038 ) ( 6,061,617 ) Loss attributable to non-controlling interest ( 1,031,059 ) ( 98,804 ) (11) ( 1,129,863 ) Net loss attributable to Atlas Lithium Corporation stockholders ( 4,628,520 ) ( 303,235 ) ( 4,931,755 ) Basic and diluted loss per share Net loss per share attributable to Atlas Lithium Corporation common stockholders ( 1.00 ) ( 0.07 ) ( 1.07 ) Weighted-average number of common shares outstanding: Basic and diluted 4,610,681 - 4,610,681 Comprehensive loss: Net loss ( 5,659,579 ) ( 402,038 ) ( 6,061,617 ) Foreign currency translation adjustment ( 277,659 ) 983,833 (18) 706,174 Comprehensive loss ( 5,937,238 ) 581,795 ( 5,355,443 ) Comprehensive loss attributable to NCI ( 1,040,488 ) ( 108,666 ) ( 1,149,154 ) Comprehensive loss attributable to Atlas stockholders ( 4,896,750 ) 690,461 ( 4,206,289 ) F- 18 Table of Contents NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment The following table sets forth the components of the Company’s property and equipment at December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 – as restated December 31, 2022 – as restated Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value As restated As restated As restated As restated As restated As restated Capital assets subject to depreciation: Computers and office equipment $ - $ - $ - $ 571 $ ( 571 ) $ - Machinery and equipment - - - 403,391 ( 359,987 ) 43,404 Vehicles - - - 80,140 ( 79,022 ) 1,118 Land 361,674 - 361,674 101,579 - 101,579 Prepaid Assets (CIP) 6,046,061 - 6,046,061 - - - Mining rights 7,069,867 - 7,069,867 4,583,484 - 4,583,484 Total fixed assets $ 13,477,602 $ - $ 13,477,602 $ 5,169,165 $ ( 439,580 ) $ 4,729,585 For the years ended December 31, 2023, and 2022, the Company recorded depreciation expense of $ 24,923 and $ 14,659 , respectively recorded in general and administrative expense. The Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement entered into on January 19, 2023 (the “Acquisition Agreement”). After a period of preliminary assessment, the Company and the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the acquisition of only one mineral right totaling 45.77 hectares. The mineral right is located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The Company’s obligations under the Acquisition Agreement as revised are: ● Payment of $ 400,000 , which payment took place on January 19, 2023, and ● Issuance of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023; As of December 31, 2023, there are no outstanding commitments related to this transaction. Accounts Payable and Accrued Liabilities – as restated SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 As restated As restated Accounts payable and other accruals $ 3,588,074 $ 1,106,107 Mineral rights payable 1,080,783 2,367,600 Total $ 4,668,857 $ 3,473,707 Leases Finance Leases For the reporting period ended December 31, 2023, no financial leases meeting the criteria outlined in ASC 842 have been identified. Operating Leases Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU and lease liabilities are primarily related to commercial offices with third parties. The lease agreements have terms between 2 to 4 years and the liability was measured at the present value of the lease payments discounted using interest rates with a weighted average rate of 6.5 % which was determined to be the Company’s incremental borrowing rate. The continuity of the lease liabilities is presented in the table below: SCHEDULE OF OPERATING LEASE LIABILITY Lease liabilities at January 1, 2023 $ - Additions $ 357,893 Interest expense $ 5,025 Lease payments $ ( 20,507 ) Foreign exchange 16,349 Lease liabilities at December 31, 2023 - As restated $ 358,760 Current portion - As restated $ 127,482 Non-current portion - As restated $ 231,278 The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below: SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS Less than one year $ 142,382 Year 2 $ 146,245 Year 3 $ 92,137 Year 4 $ 6,642 Total contractual undiscounted cash flows $ 387,406 F- 19 Table of Contents Convertible Debt SCHEDULE OF CONVERTIBLE DEBT December 31, 2023 December 31, 2022 Due to Nanyang Investment Management Pte Ltd 5,862,434 - Due to Jaeger Investments Pty Ltd 1,954,145 - Due to Modha Reena Bhasker 977,072 - Due to Clipper Group Limited 977,072 - Total convertible debt $ 9,770,724 $ - Current portion $ 67,024 - Non-current portion $ 9,703,700 - On November 7, 2023, the Company entered into a convertible note purchase agreement (the “November 7, 2023 Convertible Note Agreement”) with Mr. Martin Rowley (“Mr. Rowley”) and other investors to raise up to $ 20,000,000 in proceeds through the issuance of convertible promissory notes with the following key terms: - Maturity date: 36 months as from the date of issuance ; - Principal repayment terms: due on maturity; - Interest rate: 6.5 % per annum; - Interest payment terms: due semiannually in arrears until Maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of Common Stock, or in any combination thereof; - Conversion right: the holder retains a right to convert all or any portion of the note into shares of the Company’s Common Stock at the Conversion Price up until the maturity date; and - Conversion price: US$ 28.225 /share - Redemption right: the Company shall vest a right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20 day trading period. However, if the Company notifies the holder of its election to redeem the convertible note, the holder may then convert immediately at the conversion price. On November 7, 2023, the Company issued $ 10,000,000 in convertible promissory notes under the terms of the November 7, 2023 Convertible Note Agreement , and there were no other purchases and sales of the convertible promissory notes pursuant to the November 7, 2023 Convertible Note Agreement. On the date of issuance, the Company received $ 10,000,000 in cash proceeds, and recorded (i) a $ 9,688,305 convertible debt liability and (ii) a $ 311,695 conversion feature derivative liability in its consolidated statement of financial position, as further disclosed below. In the year ended December 31, 2023, the Company recorded $ 67,024 in interest expense and $ 15,395 in accretion expense in the consolidated statement of operations and comprehensive loss ($ nil and $ nil , for the year ended December 31, 2022). Derivative Liabilities SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2023 December 31, 2022 Derivative liability - conversion feature on the convertible debt 486,303 - Derivative liability - restricted stock awards 513,757 - Total derivative liabilities $ 1,000,060 $ - a) Derivative liability – embedded conversion feature on convertible debt On November 7, 2023, the Company issued convertible promissory notes to Mr. Rowley and other investors as further disclosed in Note 2. In accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative. As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position. The derivative liability is measured at fair value through profit or loss. F- 20 Table of Contents On origination at November 7, 2023, the fair value of the embedded conversion feature was determined to be $ 311,695 using a Black-Scholes collar option pricing model with the following assumptions: SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION Value cap Value floor Measurement date November 7, 2023 November 7, 2023 Number of options 354,297 354,297 Stock price at fair value measurement date $ 22.8200 $ 22.8200 Exercise price $ 28.2250 $ 35.2813 Expected volatility 111.81 % 111.81 % Risk-free interest rate 4.64 % 4.64 % Dividend yield 0.00 % 0.00 % Expected term (years) 3.00 3.00 At December 31, 2023, the fair value of the embedded conversion feature was determined to be $ 486,304 using a Black-Scholes collar option pricing model with the following assumptions: Value cap Value floor Measurement date December 31, 2023 December 31, 2023 Number of options 354,297 354,297 Stock price at fair value measurement date $ 31.2800 $ 31.2800 Exercise price $ 28.2250 $ 35.2813 Expected volatility 99.42 % 99.42 % Risk-free interest rate 3.97 % 3.97 % Dividend yield 0.00 % 0.00 % Expected term (years) 2.85 2.85 In the Black-Scholes collar option pricing models, the expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the instrument being valued. In the year ended December 31, 2023, the Company recognized a $ 174,608 loss on changes in fair value of financial instruments in the consolidated statement of operations and comprehensive loss ($ nil , in the year ended December 31, 2022). b) Derivative liability – restricted stock unit (“RSU”) awards On September 30, 2023, the Company granted RSU awards to one of its executive officers that provide for the issuance of up to a maximum of 1.4 % of the Company’s Common Stock outstanding, in seven equal tranches of 0.2 % of the Company’s Common Stock outstanding, with an expiry date of December 31, 2026 and market vesting conditions as follows: - Tranche 1: when the Company achieves a $ 200 million market capitalization - Tranche 2: when the Company achieves a $ 300 million market capitalization - Tranche 3: when the Company achieves a $ 400 million market capitalization - Tranche 4: when the Company achieves a $ 500 million market capitalization - Tranche 5: when the Company achieves a $ 600 million market capitalization - Tranche 6: when the Company achieves a $ 700 million market capitalization - Tranche 7: when the Company achieves a $ 1.0 billion market capitalization In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term. As at September 30, 2023, the grant date fair value of these awards was $ 2,517,300 , as determined a Monte Carlo Simulation valuation method according to the assumptions disclosed in Note 5. In the year ended December 31, 2023, the Company recognized $ 513,757 in stock-based compensation expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and Tranche 2, and issued 40,533 shares of Common Stock to the executive officer. As at December 31, 2023, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these restricted stock awards outstanding was $ 1,550,576 , as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the December 31, 2023 measurement date, expected dividend yield of 0 %, expected volatility between 72.3 % and 89.3 %, risk-free interest rate between a range of 4.79 % to 5.41 %, and an expected term between 3 months and 12 months . The expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the award being valued. F- 21 Table of Contents NOTE 3 – DEFERRED OTHER INCOME - As restated On May 2, 2023, the Company and Atlas Litio Brasil Ltda. (the “Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC in consideration for $ 20,000,000 in cash, a royalty interest equaling 3 % of the gross revenue (the “Royalty”) to be received by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held by the Company Subsidiary. On the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and LRC’s information and audit rights. Under the Royalty Agreement, the Company Subsidiary also granted LRC an option to purchase additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions as the Royalty, at a total purchase price of $ 5,000,000 . NOTE 4 – OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The balance of these employee related costs as of December 31, 2023 and 2022 amounted to $ 58,579 and $ 78,963 , respectively. NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock and Amendments On July 18, 2022, the board of directors of the Company (the “Board of Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally Intended Reverse Stock Split”). The holder of the majority voting power of our voting stock (the “Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”). For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on July 29, 2022 (the “2022 Information Statement”) and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available on EDGAR at www.sec.gov. F- 22 Table of Contents On December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate class; and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split. As a result, the Board of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate a 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common stock (the “Rectified Reverse Stock Split”) and then immediately thereafter increase the number of shares of authorized common stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022. Pursuant to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”), and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750 , retroactively effective as of December 20, 2022, without a vote of the stockholders. The board of directors also directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of Change including the Change Validation Certificate with the SOS. Pursuant to the NRS, no stockholder approval for this action was required. On May 25, 2023, the Company filed the Certificate of Correction and Certificate of Change including the Change Validation Certificate with the SOS, as also reported in Exhibits 3.2 and 3.1, respectively, to the Form 8-K filed by the Company with the Commission on May 25, 2023. To carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334 shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board’s and stockholders’ original intent in effecting the Originally Intended Reverse Stock Split. Further, the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common stock to two hundred million ( 200,000,000 ) and to amend certain other provisions in the Company’s Current Articles (the “Amended and Restated Articles”). The Board of Directors and the Majority Stockholder determined to decrease the number of shares of our authorized common stock in order to reduce the number of shares available for issuance given that the large number of shares of common stock authorized for issuance may have a perceived negative impact on any potential future efforts to attract additional financing due to the dilutive effect of having such a large number of shares available for issuance. On April 21, 2023, the Company’s board of directors and the Majority Stockholder approved the Amended and Restated Articles. Following the effectiveness of the Certificate of Correction and the Certificate of Change including the Change Validation Certificate filed with the SOS, on May 25, 2023, the Company filed the Amended and Restated Articles, as also reported in Exhibit 3.3 of the Form 8-K filed by the Company with the Commission on May 26, 2023. The foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”) filed by the Company with the Commission on May 2, 2023. As also contemplated in the Information Statement, on May 25, 2023, the Company also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of Withdrawal of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”). The filings of the Certificates of Withdrawals were effective as of May 25, 2023. F- 23 Table of Contents As of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share. Pursuant to the vote by a written consent dated April 21, 2023, of the Company’s Majority Stockholder, entitled to 51% of the voting power of the Company’s issued and outstanding voting stock , the number of shares of the Company’s authorized common stock was decreased to 200,000,000 shares. As of December 31, 2023, the Company had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share. Reverse Stock Split In connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”). Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share . No fractional shares were issued as a result of the Reverse Stock Split and no cash or other consideration was paid. Instead, we issued one whole share of the post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As rectified, the Reverse Stock Split did not affect the number of shares of authorized stock. All share, equity award, and per share amounts contained in these Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented. Series A Preferred Stock On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one outstanding share of our Series A Stock has been held by our Chief Executive Officer and Chairman, Mr. Marc Fogassa since December 18, 2012. Series D Preferred Stock On September 16, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 shares of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the “Series D COD”) provides that for so long as Series D Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted into shares of common stock. Pursuant to the Series D COD one share of Series D Stock is convertible into 10,000 shares of common stock and may be converted at any time at the election of the holder. Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis . F- 24 Table of Contents Year Ended December 31, 2022, Transactions During the year ended December 31, 2022, the Company issued 847,483 shares of common stock for gross proceeds of $ 3,901,524 pursuant to subscription agreements with accredited investors. Additionally, the Company issued 116,959 shares of common stock valued at $ 1,000,000 as part of a payment for a lithium mining rights purchase. Year Ended December 31, 2023, Transactions On January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, to the Representative, at a public offering price of $ 6.00 per share (the “Offering Price”) in a firm commitment public offering (the “Offering”). The Company also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company’s common stock upon the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment Option”). On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full. The shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”). In connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of common stock, equal to 5 % of the number of shares of common stock sold in the Offering (excluding the Over-Allotment option), at an exercise price of $ 7.50 , equal to 125 % of the Offering Price (the “Representative’s Warrants”). The Representative’s Warrants are exercisable for a period of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e). Aggregate gross proceeds from the Offering were $ 4,657,500 . The Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement entered into on January 19, 2023 (the “Acquisition Agreement”). After a period of preliminary assessment, the Company and the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the acquisition of only one mineral right totaling 45.77 hectares. The mineral right is located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The Company’s obligations under the Acquisition Agreement as revised are: ● Payment of $ 400,000 , which payment took place on January 19, 2023, and ● issuance of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023; F- 25 Table of Contents On January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 restricted shares of the Company’s common stock (the “Shares”). The purchase price for the Shares was $ 6.25 per share, for total gross proceeds of $ 4,000,000 . The Private Placement transaction closed on February 1, 2023. On November 29, 2023 the company entered into two securities purchase agreements (the “ Purchase Agreements ”), with certain accredited investors (the “ Investors ”) pursuant to which the Company agreed to sell and issue 167,954 shares of its common stock, par value $ 0.001 per share (the “ Registered Shares ”) to each Investor in a registered direct offering (the “ Registered Offering ”) at a purchase price of $ 29.77 per share. for total gross proceeds of approximately $ 9.9 million after deducting offering expenses paid by the Company. The registered offering took place on December 6, 2023. Additionally, during the twelve months ended December 31, 2023, the Company sold an aggregate of 192,817 shares of our common stock to Triton Funds, LP for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between the Company and Triton Funds, LP, dated February 26, 2021. For a description of the transactions contemplated under the CSPA, please refer to our Form 8-K filed with the Commission on March 2, 2021. On May 26, 2023, our CEO and Chairman, Mr. Marc Fogassa, elected to convert 214,006 shares of Series D Stock, representing all of his outstanding shares of Series D Stock at that time, into shares of common stock. As a result, of such conversion, the Company issued Mr. Fogassa 2,853,413 new shares of common stock. Private Placement On July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement an aggregate of 526,317 restricted shares of the Company’s common stock, par value $ 0.001 per share. The purchase price for the Shares was $ 19.00 per share, for total gross proceeds of $ 10,000,023 . The Company currently intends to use the proceeds from the Private Placement for general working capital purposes. The Investors each made customary representations, warranties and covenants, including, among other things, that each of the Investors is a “non-U.S. Person” as defined in Regulation S, and that they were not solicited by means of generation solicitation. No broker-dealer or private placement agent was involved in the Private Placement. The Company entered into a certain technical services agreement with one of the Investors with experience in the lithium industry. 2023 Stock Incentive Plan On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of Company’s common stock issuable pursuant to Plan will be equal to 2,000,000 shares. For a description of the 2023 Stock Incentive Plan, please refer to the Company’s Revised Definitive Information Statement on Schedule 14C filed with the Commission on June 5, 2023. F- 26 Table of Contents Common Stock Options During the years ended December 31, 2023 and 2022, the Company granted options to purchase common stock to officers, consultants and non-management directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL December 31, 2023 December 31, 2022 Expected volatility 103.60 % – 104.80 % 216.34 % – 354.13 % Risk-free interest rate 3.40 % – 3.82 % 1.44 % – 2.56 % Stock price on date of grant $ 7.22 - $ 19.75 $ 0.75 - $ 6.4125 Dividend yield 0.00 % 0.00 % Expected term 1.5 years 5 years Changes in common stock options for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF COMMON STOCK OUTSTANDING Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 178,672 $ 0.1219 1.55 $ 1,228,972 Issued (1) 80,000 13.50 Exercised (2) ( 207,141 ) 1.4151 Expired ( 864 ) 0.7500 Outstanding and vested, December 31, 2023 50,667 $ 15.9474 2.40 $ 776,864 Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value As restated Outstanding and vested, January 1, 2022 181,243 $ 0.40 4.79 $ 996,070 Issued - - - - Expired ( 2,571 ) 19.7541 - - Outstanding and vested, December 31, 2022 178,672 $ 0.1219 1.55 $ 1,228,972 1) In the year ended December 31, 2023, 80,000 common stock options were issued with a grant date fair value of $ 446,726 . 2) In the year ended December 31, 2023, common stock option holders exercised a total 207,141 options at a weighted average exercise price of $ 1.4151 to purchase 206,599 shares of the Company’s common stock. The exercises were paid for with (i) $ 281,134 in cash proceeds to the Company and (ii) 542 options conceded in cashless exercises. As a result of the options exercised, the Company issued 206,599 shares of common stock. F- 27 Table of Contents During year ended December 31, 2023, the Company recorded $ 446,726 in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($ 0 , during the year ended December 31, 2022). Series D Preferred Stock Options During the years ended December 31, 2023 and 2022, the Company granted options to purchase series D stock to directors of the Company. All Series D preferred stock options granted vested immediately at the grant date and were exercisable for a period of ten years from the date of issuance. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS December 31, 2023 December 31, 2022 Expected volatility 135.81 % – 154.32 % 216.55 % – 290.40 % Risk-free interest rate 3.42 % – 4.73 % 1.51 % – 4.05 % Stock price on date of grant $ 7.0000 - $ 38.8900 $ 4.7250 - $ 12.3750 Dividend yield 0.00 % 0.00 % Expected term 5 years 10 years Changes in Series D preferred stock options for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF PREFERRED STOCK Number of Options Outstanding and Vested Weighted Average Exercise Price(a) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 72,000 $ 0.10 8.94 $ 6,712,800 Issued (1) 36,000 0.10 Exercised (2) ( 108,000 ) 0.10 Outstanding and vested, December 31, 2023 - $ - - $ - F- 28 Table of Contents Number of Options Outstanding and Vested Weighted Average Exercise Price(a) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2022 36,000 $ 0.10 9.44 $ 2,732,400 Issued (3) 36,000 0.10 Outstanding and vested, December 31, 2022 72,000 $ 0.10 8.94 $ 6,712,800 (a) Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock at any time at the election of the holder. 1) In the year ended December 31, 2023, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 2,507,766 , 2) In the year ended December 31, 2023, Series D preferred stock option holders exercised a total 108,000 options at an exercise price of $ 0.10 to purchase 108,000 shares of the Company’s Series D Stock. The exercises were paid for with $ 10,800 in cash proceeds to the Company. As a result of the Series D preferred stock options exercised, the Company issued 108,000 shares of Series D Stock. The stockholders of the Series D Stock subsequently converted 108,000 shares of Series D Stock into 1,439,996 shares of common stock. 3) In the year ended December 31, 2022, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 854,946 . During year ended December 31, 2023, the Company recorded $ 2,507,766 in stock-based compensation expense from Series D preferred stock options in the consolidated statements of operations and comprehensive loss ($ 854,946 , during the year ended December 31, 2022). As at December 31, 2023, there are no Series D preferred stock options outstanding and no shares of Series D Stock outstanding. Common Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity . During the years ended December 31, 2023 and 2022, the Company issued common stock purchase warrants to investors, finders and brokers in connection with the Company’s equity financings. All warrants vest within 180 days from issuance and are exercisable for a period of one to five years from the date of issuance. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF WARRANT ASSUMPTION December 31, 2023 December 31, 2022 Expected volatility 101.39 % – 127.17 % 188.48 % – 197.45 % Risk-free interest rate 3.43 % – 3.83 % 2.79 % – 3.79 % Stock price on date of grant $ 8.10 - $ 20.28 $ 7.5750 - $ 12.6750 Dividend yield 0.00 % 0.00 % Expected term 1.5 to 5 years 2.0 to 3.3 years F- 29 Table of Contents Changes in common stock purchase warrants for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 321,770 $ 12.8634 1.30 $ - Warrants issued (1) 241,435 8.5677 Warrants exercised (2) ( 507,444 ) 8.2857 Outstanding and vested, December 31, 2023 55,761 $ 10.6087 1.34 $ 1,152,654 Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value As restated Outstanding and vested, January 1, 2022 379,614 $ 11.4750 1.97 $ - Warrants issued (3) 96,397 5.1090 Warrants exercised (4) ( 154,241 ) 5.7008 Outstanding and vested, December 31, 2022 321,770 $ 12.8634 1.30 $ - 1) The warrants issued in the year ended December 31, 2023 had a total grant date fair value of $ 2,158,116 . 2) During the year ended December 31, 2023, warrant holders exercised a total 507,444 warrants to purchase 446,948 shares of the Company’s common stock. The warrant exercises were executed with exercise prices ranging between $ 5.1085 and $ 15.00 per share and were paid for with (i) $ 1,774,608 in cash proceeds to the Company and (ii) 60,496 warrants conceded in cashless exercises. As a result of the warrants exercised, the Company issued 446,948 shares of common stock. 3) The warrants issued in the year ended December 31, 2022 had a total grant date fair value of $ 853,397 . F- 30 Table of Contents 4) During the year ended December 31, 2022, warrant holders exercised a total 154,241 warrants to purchase 135,631 shares of the Company’s common stock. The warrant exercises were executed with exercise prices ranging between $ 4.3125 and $ 8.025 per share and were paid for with (i) $ 600,159 in cash proceeds to the Company and (ii) 18,610 warrants conceded in cashless exercises. As a result of the warrants exercised, the Company issued 135,631 shares of common stock. During year ended December 31, 2023, the Company recorded the following as a result of the Company’s common stock purchase warrants: (i) $ 1,961,661 in stock-based compensation expense in the consolidated statements of operations and comprehensive loss and (ii) $ 196,454 in share issuance costs in the consolidated statement of changes in equity ($ 853,397 and $ nil , during the year ended December 31, 2022). Restricted Stock Units During the year ended December 31, 2023, the Company granted RSUs to certain officers, consultants and directors of the Company. The RSUs were granted with varying vesting conditions as tailored to each recipient. Each RSU is redeemable for one share of the Company’s Common Stock immediately upon vesting. The RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were as follows: 1) 204,904 RSUs which vested immediately upon grant. 2) 88,653 RSUs awarded to finders which vested upon completion of the Company’s royalty financing and equity financings in the period. 3) 226,364 RSUs which time-vest as follows: 71,405 vesting in 2024, 69,405 vesting in 2025, 54,404 vesting in 2026, and 31,150 vesting in 2027 4) 623,000 RSUs which vest upon achieving certain performance milestones at our Neves Project. These RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were issued with a total grant date fair value of $ 23,037,701 , including $ 849,340 measured using Hull-White lattice binomial model for awards with escrow requirements and $ 22,188,361 measured using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted. During the year ended December 31, 2023, the Company granted RSUs with market-vesting conditions as follows: 1) 77,000 RSUs which shall vest upon achieving certain market capitalization milestones ranging between $ 500 million and $ 2 billion. These were designated as equity-classified awards and are measured at amortized cost. 2) A quantity of RSUs which shall vest in seven individual tranches equivalent to 0.20 % of the Company’s common stock outstanding each, up to a maximum of 1.4 %, if and when the Company’s market capitalization achieves progressive milestones ranging from $ 200 million to $ 1 billion. These were designated as liability-classified awards and are measured at fair value through profit or loss. These RSUs with market-vesting conditions were issued with a total grant date fair value of $ 3,068,763 , as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the grant dates ($ 23.81 to $ 30.61 ), expected dividend yield of 0 %, expected volatility between 82.80 % and 102.49 %, risk-free interest rate between a range of 5.09 % to 5.53 %, and an expected term between 6 months and 3 years . The expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the award being valued. During year ended December 31, 2023, the Company recorded the following as a result of the Company’s RSU activity: (i) 220,437 RSUs were redeemed for common shares issued ( nil , during the year ended December 31, 2022), and (ii) $ 9,926,951 in stock-based compensation expense ($ nil , during the year ended December 31, 2022). As of December 31, 2023, the Company had 1,167,652 RSUs outstanding including 115,653 vested and 1,051,999 unvested, and had a $ 513,756 derivative liability outstanding from liability-classified awards (December 31, 2022: nil outstanding and a $ nil derivative liability). F- 31 Table of Contents NOTE 6 – COMMITMENTS AND CONTINGENCIES The following table summarizes certain of Atlas’s contractual obligations at December 31, 2023 (in thousands): SCHEDULE OF CONTRACTUAL OBLIGATIONS Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Lithium processing plant construction (1) $ 7,680,785 $ 7,680,785 $ - $ - $ - Land Acquisition (2) 3,119,099 3,119,099 - - - Total 10,799,884 10,799,884 - - - (1) Lithium processing plant construction are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery. (2) land acquisition related to the land purchase agreements on the lithium valley (3) Please see commitments related to Leases in Note 2. NOTE 7 - RELATED PARTY TRANSACTIONS The related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party. All the related party transactions have been reviewed and approved by the board of directors. The Company’s related parties include: SCHEDULE OF RELATED PARTIES Martin Rowley Martin Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors. Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development . Jaeger Investments Pty Ltd Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder. RTEK International DMCC RTEK International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating Officer effective on April 1, 2024 are controlling shareholders . Shenzhen Chengxin Lithium Group Co., Ltd Shenzhen Chengxin Lithium Group Co., Ltd is a non-controlling shareholder . Sichuan Yahua Industrial Group Co., Ltd Sichuan Yahua Industrial Group Co., Ltd, is a non-controlling shareholder . Technical Services Agreement: The Company entered into an independent consultant service agreement with RTEK International. F- 32 Table of Contents Convertible Note Purchase Agreement: The Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors of convertible promissory notes with an aggregate total principal amount of $ 10.0 million, accruing interest at a rate of 6.5 % per annum. The Notes will mature on the date that is thirty-six months from the Closing Date. Offtake and Sales Agreements: In 2023 the Company 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 the Seller agreed, for a period of five ( 5 ) years, to sell to each Buyer 60,000 dry metric tons of lithium concentrate (the “Product”) per year, subject to Seller’s authority to increase or decrease such quantity by up to ten percent ( 10 %) each year. Each Buyer agreed invest $ 5.0 million in the purchase of shares of our common stock at $ 29.77 per share and to pre-pay to us, the Seller, $ 20.0 million (each, a “Pre-Payment Amount”) for future deliveries of the Product after the company obtains customary licenses. Each Pre-Payment Amount will be used to offset against such Buyer’s future payment obligations for the Product. The related parties outstanding amounts and expenses at the year ending December 31, 2023 and 2022 are shown below: SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES December 31, 2023 December 31, 2022 Accounts Payable / Debt Expenses / Payments Accounts Payable / Debt Expenses / Payments RTEK International $ - $ 1,449,000 $ - $ - Jaeger Investments Pty Ltd. $ 1,954,145 $ 13,405 $ - $ - Total $ 1,954,145 $ 1,462,405 $ - $ - In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and its subsidiaries and among the subsidiaries. Jupiter Gold Corporation During the year ended December 31, 2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 115,038 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($ 0.65 to $ 2.10 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 268 % and 364 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term between 5 and 10 years. During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options at a $ 0.98 weighted average exercise price. These exercises were paid for with 386,420 options conceded in cashless exercises. As a result of the options exercised, the Company issued 728,580 shares of Jupiter Gold’s common stock to Marc Fogassa. As of December 31, 2023, an aggregate 1,210,000 Jupiter Gold common stock options were outstanding with a weighted average life of 8.22 years at an average exercise price of $ 0.043 and an aggregated intrinsic value of $ 1,041,300 . During 2023, the Company acquired 320,700 shares of Jupiter Gold common stock at $ 1.00 per share in satisfaction of existing debt. During the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 103,707 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($ 0.58 to $ 1.25 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 97.3 % and 225.8 %, risk-free interest rate between a range of 1.51 % to 3.5 %, and an expected term between 5 and 10 years. As of December 31, 2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.74 years at an average exercise price of $ 0.57 and an aggregated intrinsic value of $ 1,077,050 . F- 33 Table of Contents Apollo Resource Corporation During the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Marc Fogassa at a price of $ 0.01 per share. The options were valued at $ 197,805 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grants ($ 5.00 to $ 6.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 17.41 % and 57.96 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term of 10 years. As of December 31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an average exercise price of $ 0.01 and an aggregated intrinsic value of $ 2,425,950 . During 2023, the Company purchased 527,750 shares of Apollo Resource Corporation common stock at $ 5.98 per share. During the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock to Marc Fogassa at a price of $ 0.01 per share. The options were valued at $ 331,858 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($ 4.00 to $ 5.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 49.2 % and 58.01 %, risk-free interest rate between a range of 1.51 % to 3.5 %, and an expected term of 10 years. As of December 31, 2022, an aggregate 225,000 Apollo Resources common stock options were outstanding with a weighted average life of 9.33 years at an average exercise price of $ 0.01 and an aggregated intrinsic value of $ 1,125,000 . The related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party. All the related party transactions have been reviewed and approved by the board of directors. For management compensation details, please refer to Item 11. Executive Compensation. NOTE 8 – RISKS AND UNCERTAINTIES Currency Risk The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity. The Company’s consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. NOTE 9 - SUBSEQUENT EVENTS None In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023. F- 34 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation of the Company dated May 25, 2023. Incorporated by Reference to Exhibit No. 3.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.2 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012. 3.3 Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.4 Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021. Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022. 4.1 Description of Capital Stock. Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 4.2 Form of 6.5% Convertible Promissory Note due 2026. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023. 10.1 2023 Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the Commission on June 2, 2023.# 10.2 Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”). Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022. 10.3 Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds. Incorporated by reference to Exhibit 10.5 to the Form S-1 filed with the Commission on January 28, 2022. 63 Table of Contents 10.4 Amended and Restated Employment Agreement Between Marc Fogassa and the Company. Incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Commission on January 28, 2022.# 10.5 Employment Agreement between the Company and Gustavo Pereira de Aguiar. Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the Commission on May 13, 2022.# 10.6 Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.# Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 10.7 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd.. Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023. 10.8 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited. Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023. 10.9 † Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023. 10.10 † Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023. 21 Subsidiaries of the Company. Incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Chief Executive Officer and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Policy Relating to the Recovery of Erroneously Awarded Compensation. Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 101* Interactive Data files pursuant to Rule 405 of Regulation S-T. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished herewith † Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company customarily and actually treats the redacted information as private or confidential and the omitted information is not material. The Company agrees to furnish on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Securities and Exchange Commission upon its request. # Indicates management contract or compensatory plan Item 16. Form 10-K Summary We have elected not to provide a summary. 64 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Atlas Lithium Corporation Date: November 8, 2024 By: /s/ Marc Fogassa Marc Fogassa Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Marc Fogassa Chief Executive Officer (Principal Executive Officer) November 8, 2024 Marc Fogassa and Chairman of the Board /s/ Tiago Miranda Chief Financial Officer November 8, 2024 Tiago Miranda (Principal Financial and Accounting Officer) /s/ Roger Noriega Director November 8, 2024 Ambassador Roger Noriega /s/ Cassiopeia Olson Director November 8, 2024 Cassiopeia Olson, Esq. /s/ Stephen Peterson Director November 8, 2024 Stephen Peterson, CFA /s/ Rodrigo Menck Director November 8, 2024 Rodrigo Menck 65