Atlas Lithium Corp 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ____________ to ____________ Commission File Number 001-41552 ATLAS LITHIUM CORPORATION (Exact name of registrant as specified in its charter) Nevada 39-2078861 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Rua Antonio de Albuquerque , 156 – 17th Floor Belo Horizonte, Minas Gerais , Brazil , 30.112-010 (Address of principal executive offices, including zip code) (833) 661-7900 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value ATLX The Nasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) . Yes ☐ No ☒ As of October 31, 2024, there were outstanding 15,249,792 shares of the registrant’s common stock. DOCUMENTS INCORPORATED BY REFERENCE: None. TABLE OF CONTENTS Page Cautionary Note Regarding Forward-Looking Statements 3 PART I - FINANCIAL INFORMATION 4 Item 1. Financial Statements 4 Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 4 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) 5 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited) 8 Notes to the Condensed Consolidated Financial Statements (Unaudited) 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 29 Item 4. Controls and Procedures. 29 PART II - OTHER INFORMATION 30 Item 1. LEGAL PROCEEDINGS 30 Item 1A. RISK FACTORS 30 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 30 Item 3. DEFAULTS UPON SENIOR SECURITIES 30 Item 4. MINE SAFETY DISCLOSURES 30 Item 5. OTHER INFORMATION 30 Item 6. Exhibits 31 Signatures 32 2 Table of Contents CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; changes in the market prices of lithium and lithium products and demand for such products; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to permitting, royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, litigation, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions. The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the Securities and Exchange Commission (the “SEC”). Additional information regarding risk factors that may affect us is included in our Annual Report on Form 10-K for fiscal year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on March 27, 2024. The risk factors contained in our 2023 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC. You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. 3 Table of Contents PART I - FINANCIAL INFORMATION Item 1 FINANCIAL STATEMENTS ATLAS LITHIUM CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 2024 and December 31, 2023 September 30, 2024 December 31, 2023 (As restated) ASSETS Current assets: Cash and cash equivalents $ 22,056,560 $ 29,549,927 Accounts receivable 151,053 - Inventories 545,284 - Taxes recoverable 4,017 50,824 Prepaid and other current assets 105,379 113,905 Total current assets 22,862,293 29,714,656 Property and equipment, net 36,563,788 13,477,602 Intangible assets, net 388,139 45,777 Right of use assets - operating leases, net 557,517 335,634 Other assets 122,742 - Total assets $ 60,494,479 $ 43,573,669 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 5,763,095 $ 4,668,857 Derivative liabilities 261,221 1,000,060 Convertible Debt 245,754 67,024 Operating lease liabilities 164,962 127,482 Other current liabilities 26,162 41,596 Total current liabilities 6,461,194 5,905,019 Convertible Debt 9,781,695 9,703,700 Operating lease liabilities 420,173 231,278 Deferred other income 20,000,000 20,000,000 Other noncurrent liabilities 21,680 58,579 Total liabilities 36,684,742 35,898,576 Stockholders’ Equity: Series A preferred stock, $ 0.001 par value. 1 share authorized; 1 share issued and outstanding as of September 30, 2024 and December 31, 2023 1 1 Common stock, $ 0.001 par value. 200,000,000 and 200,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 15,257,792 and 12,763,581 shares issued and outstanding as of September, 2024 and December 31, 2023, respectively 15,257 12,764 Additional paid-in capital 156,980,306 110,195,978 Accumulated other comprehensive loss ( 157,031 ) ( 138,829 ) Accumulated deficit ( 133,556,301 ) ( 102,822,123 ) Total Atlas Lithium Co. stockholders’ equity 23,282,232 7,247,791 Non-controlling interest 527,505 427,302 Total stockholders’ equity 23,809,737 7,675,093 Total liabilities and stockholders’ equity $ 60,494,479 $ 43,573,669 The accompanying notes are an integral part of the consolidated financial statements. 4 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) For the Three and Nine Months Ended September 30, 2024 and 2023 2024 2023 2024 2023 Three months ended September 30 Nine months ended September 30 2024 2023 2024 2023 Revenue 169,549 - 543,657 - Cost of revenue 100,083 - 293,935 - Gross margin 69,466 - 249,722 - Operating expenses General and administrative expenses 4,069,538 1,801,925 11,886,628 6,131,606 Stock-based compensation 6,271,513 3,699,588 18,084,197 7,680,742 Exploration - 5,941,109 3,170,983 11,633,434 Other operating expenses ( 6,198 ) - 96,671 - Total operating expenses 10,334,853 11,442,622 33,238,479 25,445,782 Loss from operations ( 10,265,387 ) ( 11,442,622 ) ( 32,988,757 ) ( 25,445,782 ) Other expenses (income) Other expenses (income) 3,773 295,731 16,762 154,820 Fair value adjustments, net ( 84,934 ) - ( 396,651 ) - Finance costs (income) ( 470,879 ) - 231,150 - Total other expenses (income) ( 552,040 ) 295,731 ( 148,739 ) 154,820 Gain / (Loss) before provision for income taxes ( 9,713,347 ) ( 11,738,353 ) ( 32,840,018 ) ( 25,600,602 ) Provision for income taxes 4,300 - 15,133 - Net gain / (loss) ( 9,717,647 ) ( 11,738,353 ) ( 32,855,151 ) ( 25,600,602 ) Gain / (Loss) attributable to non-controlling interest ( 688,859 ) ( 458,878 ) ( 1,691,536 ) ( 1,228,540 ) Net gain / (loss) attributable to Atlas Lithium Corporation stockholders $ ( 9,028,788 ) $ ( 11,279,475 ) $ ( 31,163,615 ) $ ( 24,372,062 ) Basic and diluted gain / (loss) per share Basic and diluted net gain / (loss) per share attributable to Atlas Lithium Corporation common stockholders $ ( 0.60 ) $ ( 1.24 ) $ ( 2.19 ) $ ( 2,76 ) Weighted-average number of common shares outstanding: 14,964,697 9,068,801 14,231,687 8,818,972 Comprehensive loss: Net gain / (loss) $ ( 9,717,647 ) $ ( 11,738,353 ) $ ( 32,855,151 ) $ ( 25,600,602 ) Foreign currency translation adjustment ( 662,980 ) ( 247,224 ) ( 18,202 ) ( 141,333 ) Comprehensive gain / (loss) ( 10,380,627 ) ( 11,985,577 ) ( 32,873,353 ) ( 25,741,935 ) Comprehensive loss attributable to noncontrolling interests ( 1,067,940 ) ( 466,622 ) ( 1,709,738 ) ( 1,235,115 ) Comprehensive gain / (loss) attributable to Atlas Lithium Corporation stockholders $ ( 9,312,687 ) $ ( 11,518,955 ) $ ( 31,163,615 ) $ ( 24,506,820 ) The accompanying notes are an integral part of the consolidated financial statements. 5 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the Three Months Ended September 30, 2024 and 2023 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’ Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity Balance, June 30, 2023 1 $ 1 - $ - 10,033,334 $ 10,033 $ 77,472,382 $ 98,086 $ ( 73,484,281 ) $ ( 980,732 ) $ 3,115,489 Issuance of common stock in connection with sales made under private offerings - - - - 617,438 618 11,822,298 - - - 11,822,916 Issuance of common stock in connection with purchase of mining rights - - - - - - - - - - - Conversion of Convertible Preferred D stock into Common Stock - - - - - - - - Other changes in Noncontrolling interest - - - - - - - - ( 1,662,154 ) 1,662,154 - Stock based compensation - - - - 37,955 38 1,819,228 - - - 1,819,266 Change in foreign currency translation - - - - - - - ( 239,480 ) - ( 7,744 ) ( 247,224 ) Net loss - - - - - - - - ( 11,279,475 ) ( 458,878 ) ( 11,738,353 ) Balance, September 30, 2023 1 $ 1 - $ - 10,688,727 $ 10,689 $ 91,113,908 $ ( 141,394 ) $ ( 86,425,910 ) $ 214,800 $ 4,772,094 Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity Balance, June 30, 2024 1 $ 1 - $ - 14,824,692 $ 14,825 $ 151,964,718 $ 145,069 $ ( 124,956,950 ) $ 594,528 $ 27,762,191 Balance 1 $ 1 - $ - 14,824,692 $ 14,825 $ 151,964,718 $ 145,069 $ ( 124,956,950 ) $ 594,528 $ 27,762,191 Issuance of common stock in connection with sales made under private offerings - - - - - - - - - 151,250 151,250 Issuance of common stock in exchange for consulting, professional and other services 24,000 24 - - - - 24 Exercise of warrants - - - - 409,100 408 - - - - 592 Exercise of option issued - - - - - - - - - - - Stock based compensation - - - - - - 5,015,588 - - 1,279,989 6,295,393 Other changes in Noncontrolling interest - - - - - - - - 429,437 ( 379,966 ) - Change in foreign currency translation - - - - - - - - - ( 429,437 ) ( 682,066 ) Net loss - - - - - - - ( 302,100 ) ( 9,028,788 ) ( 688,859 ) ( 9,717,647 ) Balance, September 30, 2024 1 $ 1 - $ - 15,257,792 $ 15,257 $ 156,980,306 $ ( 157,031 ) $ ( 133,556,301 ) $ 527,505 $ 23,809,737 Balance 1 $ 1 - $ - 15,257,792 $ 15,257 $ 156,980,306 $ ( 157,031 ) $ ( 133,556,301 ) $ 527,505 $ 23,809,737 The accompanying notes are an integral part of the consolidated financial statements. 6 Table of Contents For the Nine Months Ended September 30, 2024 and 2023 Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity 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 Issuance of common stock in connection with sales made under private offerings - - - - 2,467,836 2,468 22,540,571 - - - 22,543,039 Issuance of common stock in connection with purchase of mining rights - - - - 77,240 77 749,923 - - - 750,000 Conversion of Convertible Preferred D stock into Common Stock ( 214,006 ) ( 214 ) 2,853,413 2,853 - - - - 2,639 Stock based compensation - - - - 180,249 180 5,760,647 - - - 5,760,227 Change in foreign currency translation - - - - - - - 134,158 - ( 6,575 ) ( 141,333 ) Net loss - - - - - - - - ( 24,372,062 ) 1,228,540 ( 25,600,602 ) Balance, September 30, 2023 1 $ 1 - $ - 10,688,727 $ 10,689 $ 91,113,908 $ ( 141,394 ) $ ( 86,425,910 ) $ 214,800 $ 4,772,094 Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity 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 ) Issuance of common stock in connection with sales made under private offerings - - - - 1,871,250 1,871 29,998,127 - - 600,700 30,600,698 Issuance of common stock in exchange for consulting, professional and other services - - - - 30,000 30 105,091 - - - 105,121 Exercise of warrants - - - - 592,961 592 - - - - 592 Stock based compensation - - - - - - 16,681,110 - - 1,639,563 18,320,673 Other changes in Noncontrolling interest - - - - - - - - 429,437 (429,437 ) - Change in foreign currency translation - - - - - - - ( 18,202 ) - ( 19,086 ) ( 37,288 ) Net loss - - - - - - - - ( 31,163,615 ) ( 1,691,536 ) ( 32,855,151 ) Balance, September 30, 2024 1 $ 1 - $ - 15,257,792 $ 15,257 $ 156,980,306 $ ( 157,031 ) $ ( 133,556,301 ) $ 527,505 $ 23,809,737 Balance 1 $ 1 - $ - 15,257,792 $ 15,257 $ 156,980,306 $ ( 157,031 ) $ ( 133,556,301 ) $ 527,505 $ 23,809,737 The accompanying notes are an integral part of the consolidated financial statements. 7 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2024 and 2023 2024 2023 Nine months ended September 30 2024 2023 Cash flows from operating activities of continuing operations: Net loss $ ( 32,855,151 ) ( 25,600,602 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services 18,084,197 7,680,742 Depreciation and amortization 135,804 30,116 Interest expense 650,810 - Fair value adjustments ( 506,080 ) - Other non cash expenses - 159,991 Changes in operating assets and liabilities: Inventories ( 545,284 ) - Taxes recoverable 46,807 5,450 Deposits and advances ( 142,527 ) ( 21,653 ) Accounts payable and accrued expenses 1,094,238 333,269 Consideration from royalty sold - 20,000,000 Other noncurrent assets and liabilities ( 175,078 ) ( 22,334 ) Net cash provided (used) by operating activities ( 14,212,264 ) 2,564,979 Cash flows from investing activities: Acquisition of capital assets ( 19,164,920 ) ( 771,977 ) Capitalized exploration costs ( 4,025,742 ) - Increase in intangible assets ( 369,196 ) - Net cash used in investing activities ( 23,559,858 ) ( 771,977 ) Cash flows from financing activities: Net proceeds from sale of common stock 30,600,698 20,522,531 Proceeds from sale of subsidiary common stock to noncontrolling interests - 300,000 Cash used in payment of debt ( 309,151 ) - Net cash provided by financing activities 30,291,547 20,822,531 Effect of exchange rates on cash and cash equivalents ( 12,792 ) ( 38,701 ) Net increase (decrease) in cash and cash equivalents ( 7,493,367 ) 22,576,832 Cash and cash equivalents at beginning of period 29,549,927 280,525 Cash and cash equivalents at end of period 22,056,560 22,857,357 The accompanying notes are an integral part of the consolidated financial statements. 8 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED 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 period ended September 30, 2024, the consolidated financial statements include the accounts of the Company; its 100 % owned subsidiaries Atlas Lítio Brasil Ltda. (“Atlas Brasil”), Athena Lítio Ltda (“Athena”) and Atlas Recursos Minerais (“Atlas Min”) and its 44.74 % equity interest in Apollo Resources Corporation (“Apollo Resources”) and Apollo Resources’ subsidiaries, Mineração Apollo, Ltda., Mineração Duas Barras Ltda. (“MDB”) and RST Recursos Minerais Ltda. (“RST”); and the Company’s 21.01 % 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 respective 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 respective 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 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does 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. Restatement of Previously Issued Financial Statements As previously reported on Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on November 8, 2024 (the “Amended Annual Report”), we have restated our previously reported financial statements for the two fiscal years ending December 31, 2023 in connection with certain errors relating to the presentation, timing, omission and classification of certain items in the previously reported financial statements. In addition, as also reported on Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the three months ended March 31, 2024, filed with the SEC on November 8, 2024 (the “Amended First Quarter Report”) and Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the three and six months ended June 30, 2024, filed with the SEC on November 8, 2024, we restated the interim financial statements for such periods to correct, as applicable to such interim periods, the same errors restated in the Amended Annual Report relating to the presentation, timing, omission and classification of certain items therein. The Amended First Quarter Report was also restated to correct a clerical error in the calculation of weighted average shares outstanding during such period. With respect to the restatements relating to the fiscal year ended December 31, 2023, all of the corrections to the consolidated statements of operations and comprehensive loss were recorded in the fourth quarter of such period. As a result, the presentation of the relevant comparative three and nine month periods ending September 30, 2023, respectively, indicates no changes from the previously reported numbers of those periods. In addition, because the restatements did not result in a change in the Company’s cash position and impacted only non-cash charges, the consolidated statements of cash flows for the prior periods which have been included in this report do not reflect any material changes from the previously reported consolidated statements of cash flows. 9 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 September 30, 2024 and December 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2024 December 31, 2023 (As restated) Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Capital assets subject to depreciation: Machinery and equipment 54,112 ( 2,482 ) 51,630 - - - Land 4,119,895 - 4,119,895 361,674 - 361,674 Prepaid Assets (CIP) 20,868,188 - 20,868,188 6,046,061 - 6,046,061 Mining rights 7,498,332 - 7,498,332 7,069,867 - 7,069,867 Exploration costs 4,025,742 - 4,025,742 - - - Total fixed assets $ 36,566,270 $ ( 2,482 ) $ 36,563,788 $ 13,477,602 $ - $ 13,477,602 Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning within a reserve area. Whether to capitalize an exploration cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis. 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 were: ● 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; Intangible Assets Intangible assets consist of cost of software under development (implementation of SAP enterprise resource planning software). The carrying value of these intangible assets as of September 30, 2024 and at December 31, 2023 was $ 388,139 and $ 45,777 , respectively. Accounts Payable and Accrued Liabilities SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2024 December 31, 2023 (As restated) Accounts payable and other accruals $ 5,763,095 $ 3,588,074 Mineral rights payable - 1,080,783 Total $ 5,763,095 $ 4,668,857 10 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED) Leases Finance Leases For the reporting period ended September 30, 2024, 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 3 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 December 31, 2023 $ 358,760 Increase/Decrease $ 335,815 Interest expense $ 21,762 Lease payments $ ( 109,827 ) Foreign exchange ( 21,375 ) Lease liabilities at September 30, 2024 $ 585,135 Current portion $ 164,962 Non-current portion $ 420,173 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 $ 195,975 Year 2 $ 177,453 Year 3 $ 107,079 Year 4 $ 90,307 Year 5 75,256 Total contractual undiscounted cash flows $ 646,070 11 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED) Convertible Debt SCHEDULE OF CONVERTIBLE DEBT September 30, 2024 December 31, 2023 Due to Nanyang Investment Management Pte Ltd 6,016,455 5,862,434 Due to Jaeger Investments Pty Ltd 2,005,509 1,954,145 Due to Modha Reena Bhasker 1,002,742 977,072 Due to Clipper Group Limited 1,002,742 977,072 Total convertible debt $ 10,027,449 $ 9,770,724 Current portion $ 245,754 $ 67,024 Non-current portion $ 9,781,695 $ 9,703,700 On November 7, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note”) 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 $ 10,000,024 in convertible promissory notes under the terms of the Convertible Note Purchase Agreement, and through September 30, 2024 there were no other purchases and sales of the convertible promissory notes pursuant to the Convertible Note Purchase Agreement. In the three and nine months ended September 30, 2024, the Company recorded the following in the consolidated statement of operations and comprehensive loss: (i) $ 163,800 and $ 487,881 in interest expense ($ nil and $ nil , for the three and nine months ended September 30, 2023) and (ii) $ 26,188 and $ 77,995 in accretion expense ($ nil and $ nil , for the three and nine months ended September 30, 2023). Derivative Liabilities SCHEDULE OF DERIVATIVE LIABILITIES September 30, 2024 December 31, 2023 Derivative liability – conversion feature on the convertible debt 89,652 486,303 Derivative liability – other stock incentives 171,570 513,757 Total derivative liabilities $ 261,221 $ 1,000,060 12 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED) a) Derivative liability – embedded conversion feature on convertible debt On November 7, 2023, the Company issued convertible promissory notes to Mr. Rowley (a senior adviser to the Company and the father of Nicholas Rowley, at that time the Company’s Vice President of Business Development), and other investors. 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 balance sheets. The derivative liability is measured at fair value through profit or loss. 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: SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION 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 At September 30, 2024, the fair value of the embedded conversion feature was determined to be $ 89,652 using a Black-Scholes collar option pricing model with the following assumptions: Value cap Value floor Measurement date September 30, 2024 September 30, 2024 Number of options 354,297 354,297 Stock price at fair value measurement date $ 6.80 $ 6.80 Exercise price $ 28.2250 $ 35.2813 Expected volatility 91.12 % 91.12 % Risk-free interest rate 3.58 % 3.58 % Dividend yield 0.00 % 0.00 % Expected term (years) 2.10 2.10 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 three and nine months ended September 30, 2024, the Company recognized a $ 84,934 gain and $ 396,651 gain, respectively, on changes in fair value of financial instruments in the consolidated statement of operations and comprehensive loss ($ nil and $ nil , in the three and nine months ended September 30, 2023). 13 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED) b) Derivative liability – other stock incentives The employment agreement of a Vice President of the Company, dated September 30, 2023, provides for the issuance of shares of the Company’s common stock based on us achieving certain market capitalization milestones. As of September 30, 2024, the Company’s obligations under this employment agreement contemplates the issuance of additional shares of the Company’s common stock in five tranches, each representing 0.2 % of the Company’s common stock outstanding at the time of vesting, with an expiry date of December 31, 2026 and market vesting conditions as follows: - 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 $ 800 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, 2024, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these outstanding rights to receive restricted stock was $ 556,898 , as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the September 30, 2024 measurement date, expected dividend yield of 0 %, expected volatility between 71.2 % and 82.3 %, risk-free interest rate between a range of 5.09 % to 5.48 %, and an expected term of 2.5 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. 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 outstanding rights to received restricted stock 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. NOTE 3 – DEFERRED OTHER INCOME 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 payments 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 interests 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 tax refinancing programs at our operating subsidiaries located in Brazil. The balance of these tax liabilities as of September 30, 2024, and December 31, 2023, amounted to $ 21,680 and $ 58,579 , respectively. 14 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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”) approved 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”). On December 20, 2022, the Company made the appropriate filings with the Secretary of State of the State of Nevada (“SOS”) that were intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board determined that due to an error, the Original Articles Amendment was a nullity and 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. On April 21, 2023, the Board authorized and approved the necessary documents and filings with the SOS to decrease the number 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, as pursuant to the NRS, no stockholder approval was required. Also on April 21, 2023, the Board and the Majority Stockholder approved an 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 determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation 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 articles (the “Amended and Restated Articles”). The Board and the Majority Stockholder determined to decrease the number of shares of authorized common stock to reduce the number of shares available for issuance given the negative perception the dilutive effect of having such a large number of shares available for issuance may have on any potential future efforts to attract additional financing. On April 21, 2023, the Board and the Majority Stockholder approved the Amended and Restated Articles. On May 25, 2023, the Company made the appropriate filings with the SOS to effect the changes as described above. 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 a Certificate of Withdrawal of Designation of the Series C Convertible Preferred which were effective as of May 25, 2023. As of December 31, 2023 and September 30, 2024, the Company had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share. Series A Preferred Stock On December 18, 2012, the Company filed with the SOS 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, a period greater than 11 years. 15 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Series D Preferred Stock On September 16, 2021, the Company filed with the SOS 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. There were no shares of Series D Stock outstanding as of September 30, 2024 or December 31, 2023. Nine Months Ended September 30, 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 SEC 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 . 16 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) On January 30, 2023, we 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. Additionally, during the nine months ended September 30, 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 SEC 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. 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 . Nine Months Ended September 30, 2024 Transactions During the nine months ended September 30, 2024, the Company issued 2,494,211 new shares of Common Stock, including (i) 1,871,250 shares issued to an accredited investor for gross proceeds of $ 30,000,000 pursuant to a March 28, 2024 subscription agreement with Mitsui & Co., Ltd. (“Mitsui”), and (ii) 622,961 shares issued to consultants, officers and directors upon vesting of restricted stock units. Common Stock Options During the nine months ended September 30, 2024 and 2023, 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 September 30, 2024 September 30, 2023 Expected volatility 90.41 % – 136.11 % 103.60 % – 104.80 % Risk-free interest rate 3.78 % – 4.79 % 3.40 % – 3.82 % Stock price on date of grant $ 31.28 –$ 31.28 $ 7.22 – $ 19.75 Dividend yield 0.00 % 0.00 % Expected term 1 to 5 years 1.5 years 17 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Changes in common stock options for the nine months ended September 30, 2024 and 2023 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, 2024 50,667 $ 15.9474 2.40 $ 776,864 Issued (1) 429,996 0.0077 Expired and cancelled (2) ( 40,000 ) 20.00 Outstanding and vested, September 30, 2024 440,663 $ 0.0256 8.49 $ 2,985,208 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 $ 1,228,922 Issued (3) 80,000 13.50 Exercised (4) ( 16,000 ) 0.75 Outstanding and vested, September 30, 2023 242,672 $ 4.4907 1.19 $ 6,338,408 1) In the nine months ended September 30, 2024, 429,996 common stock options were issued with a grant date fair value of $ 13,447,502 . 2) In the nine months ended September 30, 2024, 40,000 common stock options were cancelled upon expiry. 3) In the nine months ended September 30, 2023, 80,000 common stock options were issued with a grant date fair value of $ 446,726 . 4) In the nine months ended September 30, 2023, common stock option holders exercised a total 16,000 options at a weighted average exercise price of $ 0.75 to purchase 15,458 shares of the Company’s common stock. The exercises were paid for with 542 options conceded in cashless exercises. As a result of the options exercised, the Company issued 15,458 shares of common stock. During three and nine months ended September 30, 2024, the Company recorded $ 3,389,507 and $ 10,094,837 in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($ nil and $ 446,726 , during the three and nine months ended September 30, 2023). Series D Preferred Stock Options As of and for the nine months ended September 30, 2024, the Company had no Series D preferred stock options outstanding and no shares of Series D Stock outstanding. During the nine months ended September 30, 2023, the Company granted options to purchase series D stock to two of the Company’s directors. All Series D preferred stock options 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 September 30, 2023 Expected volatility 137.50 % – 154.32 % Risk-free interest rate 3.42 % - 4.19 % Stock price on date of grant $ 7.00 - $ 38.89 Dividend yield 0.00 % Illiquidity discount 75 % Expected term 5 years 18 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Changes in Series D preferred stock options for the nine months ended September 30, 2023 were as follows: SCHEDULE OF PREFERRED STOCK Number of Options Outstanding and Vested Weighted Average Exercise Price (1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 72,000 $ 0.10 8.94 $ 6,712,800 Issued (2) 27,000 0.10 Outstanding and vested, September 30, 2023 99,000 $ 0.10 8.69 $ 42,435,467 (1) 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. (2) In the nine months ended September 30, 2023, 27,000 Series D preferred stock options were issued with a total grant date fair value of $ 1,735,792 . During the three and nine months ended September 30, 2024, the Company recorded $ nil and $ nil , respectively, in stock-based compensation expense from Series D preferred stock options in the consolidated statements of operations and comprehensive loss ($ 732,309 and $ 1,735,792 , respectively, during the three and nine months ended September 30, 2023). Common Stock Purchase Warrants Common 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 nine months ended September 30, 2024, the Company did not issue any common stock purchase warrants. During the nine months ended September 30, 2023, 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 September 30, 2023 Expected volatility 101.39 % - 127.17 % Risk-free interest rate 3.43 % - 3.83 % Stock price on date of grant $ 8.10 - $ 20.28 Dividend yield 0.00 % Expected term 1.5 to 5 years Changes in common stock purchase warrants for the nine months ended September 30, 2024 and September 30, 2023 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, 2024 55,761 $ 10.6087 1.34 $ 1,152,654 Warrants issued (3) 241,447 $ 8.5677 Warrants exercised (1) ( 6,667 ) $ 7.50 Warrants expired (2) ( 13,378 ) $ 15.6517 Outstanding and vested, September 30, 2024 35,716 $ 9.30 0.62 $ - Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 321,759 $ 12.8634 1.30 $ - Warrants issued (3) 241,447 $ 8.5677 Warrants exercised (4) ( 439,105 ) $ 7.6609 Outstanding and vested, September 30, 2023 124,101 $ 11.5401 0.8433 $ 2,366,580 1) During the nine months ended September 30, 2024, warrant holders exercised a total 6,667 warrants to purchase 1,376 shares of the Company’s common stock. The warrant exercises were executed with an exercise price of $ 7.50 per share and were paid for with 5,291 warrants conceded in cashless exercises. As a result of the warrants exercised, the Company issued an aggregate of 1,376 common shares. 2) During the nine months ended September 30, 2024, 13,378 warrants were cancelled upon expiry. 3) The warrants issued in the nine months ended September 30, 2023 had a total grant date fair value of $ 2,158,116 . 4) During the nine months ended September 30, 2023, warrant holders exercised a total 439,105 warrants to purchase 380,314 shares of the Company’s common stock. The warrant exercises were executed with exercise prices ranging between $ 5.1085 and $ 8.3325 per share and were paid for with (i) $ 981,542 in cash proceeds to the Company and (ii) 58,791 warrants conceded in cashless exercises. As a result of the warrants exercised, the Company issued an aggregate of 380,314 common shares. 19 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) During the three and nine months ended September 30, 2024, the Company recorded the following as a result of the common stock purchase warrant activity: (i) $ nil and $ nil , respectively, in stock-based compensation expense in the consolidated statements of operations and comprehensive loss ($ 1,961,661 and $ 1,961,661 , respectively, during the three and nine months ended September 30, 2023), and (ii) $ nil and $ nil , respectively, in share issuance costs in the consolidated statement of changes in equity ($ 48,607 and $ 196,455 , respectively, during the three and nine months ended September 30, 2023). Restricted Stock Units (“RSUs”) Restricted stock units (“RSUs”) are granted by the Company to its officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of the Company’s common stock immediately upon vesting. Changes in RSUs for the nine months ended September 30, 2024 and September 30, 2023 were as follows: SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS Number of RSUs Outstanding Outstanding at January 1, 2024 1,040,017 Granted (1) 458,653 Vested (2) ( 622,961 ) Forfeited (3) ( 371,709 ) Expired or cancelled (4) ( 60,000 ) Outstanding at September 30, 2024 444,000 Number of RSUs Outstanding Outstanding at January 1, 2023 - Granted (5) 1,229,812 Vested (6) ( 179,262 ) Outstanding at September 30, 2023 1,050,550 1) In the nine months ended September 30, 2024, 458,653 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $ 5,025,195 as measured at $ 11.36 /share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 69,980 RSUs which immediately vested upon grant and (ii) 388,673 RSUs with time-based vesting over periods ranging from six months to four years. 2) In the nine months ended September 30, 2024, 622,961 RSUs vested and were settled through the issuance of 622,961 shares of common stock. 3) In the nine months ended September 30, 2024, 371,709 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company. 4) In the nine months ended September 30, 2024, 60,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met. 5) In the nine months ended September 30, 2023, 1,136,793 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $ 23,508,431 as measured at $ 20.68 /share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 405,212 RSUs which immediately vested upon grant, (ii) 124,600 RSUs with time-based vesting in periods ranging from two years to four years, (iii) 623,000 RSUs which vest upon achieving certain performance milestones at our Neves Project, and (iv) 77,000 which vest upon achieving certain market capitalization milestones ranging between $ 500 million and $ 2 billion. 6) In the nine months ended September 30, 2023, 179,262 RSUs vested and were settled through the issuance of 179,262 shares of common stock. During the three and nine months ended September 30, 2024, the Company recorded $ 1,609,665 and $ 6,728,827 in stock-based compensation expense from the Company’s RSU activity in the period ($ 688,953 and $ 1,237,507 , respectively, during the three and nine months ended September 30, 2023). As of September 30, 2024, there were 444,000 RSUs outstanding including rights to receive 10,000 shares of common stock as a result of RSU vesting (December 31, 2023: 924,364 RSUs outstanding including rights to receive 115,653 shares of common stock as a result of RSU vesting). Other stock incentives measured at fair value through profit or loss As of September 30, 2024, the Company had certain other outstanding obligations to issue shares of the Company’s common stock in case some markets conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. As of September 30, 2024, the Company recognized a $ 89,652 derivative liability and would have been obligated to issue 152,580 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2023: recognized a $ 513,757 derivative liability relating to 127,535 shares of common stock that the Company would have been obligated to issue had the conditions of the stock incentives been met). 20 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – COMMITMENTS AND CONTINGENCIES Commitments The following table summarizes certain of Atlas’s contractual obligations at September 30, 2024 (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) $ 2,908,010 $ 2,908,010 $ - $ - $ - Total 2,908,010 2,908,010 - - - (1) Lithium processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery. Please see commitments related to Leases in Note 2. NOTE 7 – RELATED PARTY TRANSACTIONS 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. The Company’s related parties include: SCHEDULE OF RELATED PARTIES Martin Rowley Mr. Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Mr. Rowley relating to the issuance to Mr. Rowley along with other experienced lithium investors of convertible notes. Mr. Rowley is the father of Nicholas Rowley, the Company’s Vice President of Business Development. Jaeger Investments Pty Ltd (“Jaeger”) Jaeger Investments Pty Ltd is a corporation in which senior advisor, Mr. Rowley, is a controlling shareholder. RTEK International DMCC (“RTEK”) RTEK International DMCC is a corporation in which Nicholas Rowley, our Vice President of Business Development, and Brian Talbot, our Chief Operating Officer and a member of our Board as of 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 In July 2023, the Company entered into a technical service agreement (“Technical Services Agreement”) with RTEK pursuant to which RTEK agreed to provide the Company certain mining engineering, planning and business development services. Messrs. Nick Rowley and Brian Talbot are the founders and principals of RTEK. On March 31, 2024, the Technical Services Agreement was amended and restated (the “Amended and Restated RTEK Agreement”) to reflect that part of the compensation originally scheduled to be paid to RTEK was allocated as compensation for Mr. Talbot in connection with his appointment as the Company’s director and Chief Operating Officer. Under the terms of the Amended and Restated RTEK Agreement, the Company will issue RTEK RSUs for (i) 75,000 (seventy-five thousand) fully paid shares of the Company’s stock vesting on the successful completion of certain performance criteria outlined in the Amended and Restated R-TEK Agreement; RSUs for 100,000 (one hundred thousand) fully paid shares of the Company’s common stock vesting upon completion of other identified performance criteria; and RSUs for 100,000 (one hundred thousand) fully paid shares of the Company’s common stock vesting upon on the delivery of a working plant as defined in the Amended and Restated RTEK Agreement. Any unvested RSUs shall immediately vest in the event of a Change in Control (as defined in the Company’s 2023 Equity Incentive Plan). 21 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED) Convertible Note Purchase Agreement In November 2023, the Company entered into a Convertible Note Purchase Agreement with Mr. Rowley relating to the issuance to Mr. 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. Pursuant to the Convertible Note Purchase Agreement, Mr. Rowley, through Jaeger, purchased an aggregate of $ 1,967,503.0 of the Notes. The Notes will mature in November 2026. Offtake and Sales Agreements In December 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 Company agreed, for a period of five ( 5 ) years, to sell to each buyer 60,000 dry metric tonnes of lithium concentrate (the “Product”) per year, subject to the Company’s authority to increase or decrease such quantity by up to ten percent (10%) each year. Each of the buyers agreed to pre-pay to the Company $ 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. On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mitsui through which it sold and issued an aggregate of 1,871,250 shares of its Common Stock in a registered direct offering (the “Registered Offering”) at a purchase price of $ 16.0321 per share. The Purchase Agreement contains customary representations and warranties, covenants and indemnification rights and obligations of the Company and the Investor. The closing occurred on April 4, 2024. The gross proceeds from the Registered Offering were $ 30.0 million before deducting related offering expenses. The Company intends to use the net proceeds from the Registered Offering primarily for general corporate purposes, including the development and commercialization of its products, general and administrative expenses, and working capital and capital expenditures. In connection with the closing of the Registered Offering, our subsidiary Atlas Brasil and the Investor entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Investor, and the Investor agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons. The related parties outstanding amounts and expenses as of September 30, 2024 and December 31, 2023 are shown below: SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES September 30, 2024 December 31, 2023 Accounts Payable / Debt Expenses / Payments Accounts Payable / Debt Expenses / Payments RTEK International $ - $ 2,693,816 $ - $ 1,449,000 Jaeger Investments Pty Ltd. $ 2,005,509 $ 97,590 $ 1,954,145 $ 13,405 Total $ 2,005,509 $ 2,791,406 $ 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 nine months ended September 30, 2024, Jupiter Gold was party to the following stock-based compensation transactions with related parties of the Company: i. Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 42,000 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 stock price on the date of the grant ($ 0.74 to $ 1.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 241 % and 312 %, risk-free interest rate between a range of 3.88 % to 4.64 %, and an expected term between 5 and 10 years. ii. Marc Fogassa exercised a total 1,350,000 options at a $ 0.01 weighted average exercise price. These exercises were paid for with $ 13,500 in cash. As a result of the options exercised, the Company issued 1,350,000 shares of common stock to Marc Fogassa. iii. Jupiter Gold issued 256,128 shares of common stock of Jupiter Gold to officers of the Company at a weighted average price of $ 0.88 per share in settlement of $ 226,500 in salaries and fees owed. iv. On July 1, 2024, Jupiter Gold issued 475,776 shares of common stock of Jupiter Gold to Marc Fogassa at a price of $0.909 per share as incentive compensation in accordance with an amended and restated employment agreement between Marc Fogassa and Jupiter Gold, effective July 1, 2024. 22 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED) As of September 30, 2024, an aggregate 70,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.13 years at a weighted average exercise price of $ 1.00 and an aggregate intrinsic value of $ nil . During the nine months ended September 30, 2023, Jupiter Gold granted options to purchase an aggregate of 315,000 shares of its common stock to Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 96,097 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Jupiter Gold’s stock price on the date of the grant which ranged from $ 0.85 to $ 2.10 , an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated ranging from 298 % to 371 %, risk-free interest rate between a range of 3.42 % to 4.19 %, and an expected term between five and ten years . During the nine months ended September 30, 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 Jupiter Gold’s common stock to Marc Fogassa. As of September 30, 2023, an aggregate 1,105,000 Jupiter Gold common stock options were outstanding with a weighted average life of 8.38 years at a weighted average exercise price of $ 0.0324 and an aggregated intrinsic value of $ 1,015,200 . On June 13, 2023, the Company purchased 320,700 shares of Jupiter Gold common stock at $ 1.00 per share. Apollo Resource Corporation During the nine months ended September 30, 2024, Apollo Resources was party to the following stock-based compensation transactions with related parties of the Company: i. Apollo Resources granted options to purchase an aggregate of 90,000 shares of its common stock to Marc Fogassa at a price of $ 0.01 per share. The options were valued at $ 134,408 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resources’ stock price on the date of the grant ($ 6.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 16.61 % and 17.41 %, risk-free interest rate between a range of 3.88 % to 4.64 %, and an expected term of 10 years. ii. Marc Fogassa exercised a total 495,000 options at a $ 0.01 weighted average exercise price. These exercises were paid for with $ 4,950 in cash. As a result of the options exercised, Apollo Resources issued 495,000 common shares to Marc Fogassa. iii. Apollo Resources issued 68,741 shares of common stock of Apollo Resources to officers of the Company at a weighted average price of $ 4.44 share in settlement of $ 305,246 in salaries and fees owed. iv. On July 1, 2024, Apollo Resources issued 104,741 shares of common stock of Apollo Resources to Marc Fogassa at a price of $4.41 per share as incentive compensation according to an amended and restated employment agreement between Marc Fogassa and Apollo Resources, effective July 1, 2024. As of September 30, 2024, no Apollo Resources common stock options were outstanding. During the nine months ended September 30, 2023, Apollo Resources granted options to purchase an aggregate of 135,000 shares of its common stock to Marc Fogassa at a price of $ 0.01 per share. The options were valued at $ 167,822 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resources’ stock price on the date of the grant, which was $ 5.00 , an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated ranging from 44.0 % to 58.0 %, risk-free interest rate between a range of 3.42 % to 4.19 %, and an expected term of ten years . As of September 30, 2023, an aggregate of 360,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.96 years at a weighted average exercise price of $ 0.01 and an aggregate intrinsic value of $ 1,796,400 . 23 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 Company. 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 Neves Project Permission On October 28, 2024, we received the operational permit for our Neves Project from the government of the state of Minas Gerais in Brazil. This triphasic permit (known as “LI/LP/LO” in the local regulatory terminology) is the most expeditious licensing modality available as it encompasses the initial, installation, and operating licenses all within this same issued authorization. The permit authorizes us to assemble and operate our lithium processing plant, to process mined ore from one of our deposits at the facility, and to sell the lithium concentrate that we produce. The permit was unanimously approved by a voting board comprised of twelve representatives from the local civil society and government on October 25, 2024, and formally published in the official gazette of the Minas Gerais government on October 26, 2024. This outcome followed the technical recommendation for approval issued by the Environmental Foundation of Minas Gerais in September 2024. This key development came after an extensive technical review process that began with our initial permit application on September 1, 2023. 24 Table of Contents Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements included in Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023 This Quarterly Report includes forward-looking statements that are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Item 1.A. of Part II of this Report that could cause actual results could differ materially from those anticipated in these forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with a developing lithium project and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the development from exploration to future active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known pegmatitic district in Brazil, which has been denominated by the government of Minas Gerais as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain. Our modular plant targeted at producing up to 150,000 tons of lithium concentrate per annum (“tpa”) in what we describe as Phase I is in final phase of fabrication. We plan on adding additional modules to the plant with the intent of doubling its production capacity to up to 300,000 tpa in Phase II. However, there can be no assurance that we will have the necessary capital resources to develop such facility or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality needed to meet market demand. All our mineral projects and properties are located in Brazil, a well-established mining jurisdiction. Our lithium properties include approximately 53,942 hectares (539 km 2 ) divided in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8 in pre-exploration stage). In addition, we also have a few additional lithium mineral rights that are in the process of being acquired and not yet titled in our name. 25 Table of Contents We are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil. Our Minas Gerais Lithium Project (“MGLP”) consists of 85 mineral rights spread over approximately 468 km 2 and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite. Our primary area of focus is the Neves Project, which is part of MGLP. The Neves Project has been drilled extensively and presents spodumene-bearing deposits amenable to open pit mining, with generation of ore material that can be processed by dense media separation technique to yield lithium concentrate, a commercial product within the battery supply chain. We own approximately 44.74% of the shares of common stock of Apollo Resources, a private company primarily focused on the development of its initial iron mine. We also own approximately 21.01% of the shares of common stock of Jupiter Gold, a company with an operating quartzite quarry and gold projects in exploration phase, the common stock of which is quoted on the OTCQB marketplace under the symbol “JUPGF.” The results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under U.S. GAAP. On October 31, 2024, Jupiter Gold and Apollo Resources entered into an agreement and plan of merger pursuant to which Apollo will merge with and into Jupiter, with Jupiter continuing its corporate existence as the surviving corporation. This transaction is expected to be completed by December 31, 2024. Operational Update During the third quarter of 2024, we achieved several important operational developments: In August 2024, our modular dense media separation (DMS) lithium processing plant entered its final phase of fabrication. The DMS modules of the plant successfully underwent trial assembly in South Africa. Some parts remaining in near-final stages of fabrication at that time included effluent components, recently modified to improve water efficiency, as well as conveyors. The plant’s modular design, which has never before been used for lithium processing in Brazil, represents an optimized approach featuring reduced height, weight, and physical footprint compared to traditional designs. The plant is engineered to achieve the lowest processing circuit water usage in the industry. Also in August 2024, our spodumene concentrate plant design was selected as a finalist for a November 14, 2024 contest, organized by a non-profit civil society organization in the state of Minas Gerais, recognizing environmentally-sustainable approaches in the industry. [ In early October 2024, we announced the discovery of spodumene-rich pegmatites in our Salinas Project area, located approximately 60 miles north of our flagship Neves Project. The Salinas Project spans 388 hectares (approximately 959 acres) and is situated just 5 miles east of Latin Resources’ Colina Project, a significant lithium deposit. Our technical team has completed soil geochemistry and LIDAR geological mapping with favorable results and is now pursuing further geological and geophysical studies prior to initiation of a drilling campaign. On October 25, 2024, a voting board comprised of twelve representatives from the local civil society and government unanimously approved Atlas Lithium’s license application for its Neves Project, resulting in the formal issuance of the permit. The permit authorizes Atlas Lithium to assemble and operate its lithium processing plant, to process mined ore from one of its deposits at the facility, and to sell the lithium concentrate that it produces. 26 Table of Contents Results of Operations The Nine Months Ended September 30, 2024, Compared to the Nine Months Ended September 30, 2023 Net loss for the nine months ended September 30, 2024, totaled $32,855,151, compared to net loss of $25,600,602 during the nine months ended September 30, 2023. The increase is mainly due to: ● After a trial mining period in the second half of 2023, Jupiter Gold commenced ongoing operations at its quartzite quarry in 2024. Our gross margin of $249,722 was generated from the sales of 269 m 3 of unprocessed blocks of quartzite produced by Jupiter Gold. By comparison, there was no gross margin generation in the nine months ended September 30, 2023 ● Higher general and administrative expenses of approximately $5.7 million in the period primarily due to increased costs of labor and consultants related to technical services, increased legal fees relating to transactions consummated during the quarter and other third-party costs; ● An increase of approximately $10.4 million in stock-based compensation expense compared to the prior period, reflecting bonus for the members of the management team eligible for stock-based compensation; and ● Higher finance costs of approximately $0.2 million for the period mainly due to interest expenses related to convertible notes issued in November 2023. Liquidity and Capital Resources As of September 30, 2024, we had cash and cash equivalents of $22,056,560 and working capital of $16,401,099. Net cash used by operating activities totaled $14,212,264 for the nine months ended September 30, 2024, compared to net cash provided of $2,564,979 during the nine months ended September 30, 2023, representing a variation in the cash flow from operating activities of $16,777,243. The variation in net cash used /provided by operating activities was mainly due to: ● In the nine months ended September 30, 2023, the Company received $20,000,000 arising from the one-time royalty sale with no matchable transaction in 2024, as explained in Note 3; and ● Increase of approximately $5,700,000 in general and administrative expenses due to the growth of the our personnel and infrastructure as we move towards revenue-generating operations. As a result, we had more expenditures such as employee compensation and the costs of third parties service providers such as technical consultants. 27 Table of Contents Net cash used in investing activities totaled $23,559,858 for the nine months ended September 30, 2024, compared to net cash used of $771,977 during the nine months ended September 30, 2023, representing an increase in cash used of $22,787,881 or 2,952%. The increase reflects essentially: and capitalized exploration costs. · The payments made in connection with the acquisition of our lithium processing plant; and · The capitalization of exploration costs incurred since April 2024. Net cash provided by financing activities totaled $30,291,547 for the nine months ended September 30, 2024, compared to $20,822,531 during the nine months ended September 30, 2023, representing an increase in cash provided of $9,469,016 or 45%. The increase is mainly due to the following financing activities that occurred during the nine months ended September 30, 2023: ● The sale of an aggregate of 1,871,250 shares of our common stock to Mitsui in a private placement (the “Private Placement”). The gross proceeds from the Private Placement were $30.0 million. For further information on the transaction mentioned above, please refer to note 7 – related parties transactions. We have historically incurred net operating losses and have not yet generated material revenues from the sale of products or services. As a result, our primary sources of liquidity have been derived through proceeds from the (i) sales of our equity and the equity of one of our subsidiaries, and (ii) issuance of convertible debt. As of September 30, 2024, we had cash and cash equivalents of $22,056,560 and working capital of $16,401,099, compared to cash and cash equivalents $29,549,927 and a working capital of $23,809,637 as of December 31, 2023. We believe our cash and equivalents will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the successful installation of our lithium processing facilities, and the ability to attract talent to manage our different areas of endeavor. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern. Currency Risk We operate primarily in Brazil, which exposes us to currency risks. Our 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 it receiving either more or less in local currency than the local currency equivalent at the time of the original activity. Our 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. Our 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. 28 Table of Contents Critical Accounting Policies and Estimates The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of American (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information to be reported under this Item is not required of smaller reporting companies. Item 4. CONTROLS AND PROCEDURES 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 September 30, 2024. 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 in our Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on Form 10-K/A with the SEC on November 8, 2024 (the “Form 10-K/A”), our disclosure controls and procedures were not effective as of September 30, 2024 for the reasons set forth below. As previously reported in our Amended Annual Report, we identified a material weakness in our internal control over financial reporting as of December 31, 2022 and December 31, 2023. During this period, the Company outsourced its day-to-day accounting tasks due to limited accounting and financial reporting personnel and other resources needed to ensure adherence to our internal controls and procedures. We had limited finance and accounting professionals with the requisite experience to appropriately perform the supervision and review of the information received from the Company’s third-party accounting service provider. The lack of GAAP experience from the outsourced accounting firm combined with the limited availability of an experienced team to supervise the third- party service provider resulted in the disclosed material weakness. Our remediation efforts in response to this material weakness are ongoing and have included insourcing our accounting and finance functions and considering to hire additional professionals.. We also continues the implementation of our SAP enterprise resource planning software. Our remediation efforts will continue through the end of 2024 and beyond. While we have made substantial progress toward the remediation plan, the aforementioned material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Changes in Internal Control over Financial Reporting In May 2024, we concluded the implementation of our SAP enterprise resource planning software and insourced the accounting and finance functions. Other than as discussed above, there were no changes to our internal control over financial reporting during the three months ended September 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Limitations of the Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constrains and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs. 29 Table of Contents PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None material. Item 1A. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the information in this Quarterly Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as any additional risk factors that may be described in our other filings with the SEC from time to time, including our Annual Report on Form 10-K for fiscal year ended December 31, 2023, and our quarterly report on Form 10-Q for the period ended March 31, 2024, before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties included in this Quarterly Report and elsewhere in our Annual Report and other SEC filings before you decide to invest in our common stock. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On April 4, 2024, we issued 1,871,250 shares of our common stock in a private placement to Mitsui for total gross proceeds of $30,000,000 pursuant to a March 28, 2024 subscription agreement. Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. MINE SAFETY DISCLOSURES None Item 5. OTHER INFORMATION None. 30 Table of Contents Item 6. EXHIBITS (a) Exhibits Exhibit Number Description 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 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. 31 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 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 (Principal Financial and November 8, 2024 Tiago Miranda Accounting Officer) 32