What changed in this filing

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Item 1. Business

2025-03-14 compared with 2024-03-27 · 170 added, 190 removed, 31 unchanged (92% of the section changed)

Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or

“our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development

company with lithium projects and multiple lithium exploration properties.

In addition, we own exploration properties in other

battery minerals, including nickel, copper, rare earths, graphite, and titanium.

Our current focus is the development from

exploration to active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known

lithium-bearing pegmatitic district, which has been denominated by the government of Minas Gerais as “Lithium

Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene

concentrate), a key ingredient for the battery supply chain.

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

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

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

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

Our mineral rights include approximately:

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

in pre-exploration stage);

44,913 hectares

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

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

12,144 hectares

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

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

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

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

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

We believe that

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

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

are primarily focused on advancing and developing our hard-rock lithium project located in

the state of Minas Gerais, Brazil.

Our Minas Gerais Lithium Project is our largest project

and consists of 85 mineral rights spread over approximately 468 km 2 and predominantly

located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian

Geological Survey and is known for the presence of hard rock formations known as pegmatites

which contain lithium-bearing minerals such as spodumene and petalite.

believe that we can increase our value by continuing our exploratory work and quantification of our lithium mineralization, as well

as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights.

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

supply chain for electric vehicles.

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

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

We believe that the shift from fossil

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

Additionally,

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

As our lithium

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

sand in 2022.

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

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

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

JUPGF), a company focused on the

exploration of two gold projects and a quartzite mine.

The results of operations of both Apollo Resources and Jupiter

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

Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our”

refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with lithium projects

and multiple lithium exploration properties.

In addition, we own exploration properties in other battery minerals, including nickel,

copper, rare earths, graphite, and titanium.

Our current focus is the development from exploration to active mining of our hard-rock

lithium project located in the state of Minas Gerais in Brazil at a well-known lithium-bearing pegmatitic district, which has been denominated

by the government of Minas Gerais as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce

lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.

addition to our lithium exploration activities, we also own approximately 32.7% of the shares of common stock of Atlas Critical

Minerals Corporation (formerly known as Jupiter Gold Corporation) (OTCBQ:

JUPGF), as of December 31, 2024.

Atlas Critical Minerals

Corporation (“Atlas Critical Minerals”) is an exploration stage company focused on the exploration and development of

mineral rights relating to certain critical minerals such as rare earths, copper, graphite, nickel, iron, gold and quartzite.

results of operations of Atlas Critical Minerals are consolidated in our financial statements under generally accepted accounting

principles in the U.S.

On November 19, 2024, Atlas Critical Minerals consummated a merger with our

majority-owned subsidiary, Apollo Resources Corporation, with Atlas Critical Minerals continuing its corporate existence as the

surviving corporation (the “Merger”).

For more information about the Merger, please see “ Note 7 – Related

Party Transactions—Merger of Atlas Critical Minerals Corporation and Apollo Resources Corporation .” On December 18,

we entered into an Option Agreement (as defined below) with Atlas Critical Minerals pursuant to which we sold an Option (as

defined below) to Atlas Critical Minerals to acquire 100% of the equity interests of our subsidiary, Brazil Minerals Resources

For more information about the Option Agreement, please see “Item 2.

Properties—Other Critical

Gerais Lithium Project

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

This project is located in

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

kilometers across eastern Minas Gerais.

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

parent igneous intrusion, most commonly a granitic rock.

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

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

Commercially productive lithium mineralization along

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

lithium production and reported mineral reserves.

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

which include seven main clusters of prospective mineralization:

Neves (currently being explored by drilling campaign and referred to

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

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

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

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

surrounding communities where we operate.

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

pegmatites across our property portfolio.

most material property at this time is the Minas Gerais Lithium Project (“MGLP”), which comprises 85 mineral rights

totaling approximately 468 km 2 .

In particular, we are focused on the Neves Project (as defined below), which is a part of MGLP.

The Neves Project is depicted in Figure 1.

Neves Project mineral rights.

are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil.

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

This project is located in northeastern Minas

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

Minas Gerais.

The EBP 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.

Pegmatites are igneous bodies derived during the

final stages of crystallization of a larger parent igneous intrusion, most commonly a granitic rock.

They are distinctive for their very

coarse-grained crystalline texture, and in some instances, complex composition with unusual minerals and rare elements.

productive lithium mineralization along the EBP is centered around the Araçuaí mining district, which is host to the majority

of Brazil’s commercial lithium production and reported mineral reserves.

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

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

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

where we operate.

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

our property portfolio.

believe that we can increase our value by continuing our exploration work and quantification of our lithium mineralization, as well as

by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights.

Our initial commercial goal

is to enter production of lithium concentrate, a product which is highly sought after in the battery supply chain.

are in the process of assembling our modular dense media separation (DMS) lithium processing plant in furtherance of our goals to

begin lithium production at our Neves Project.

Our DMS processing plant was manufactured in South Africa.

It was designed to produce

150,000 tons of lithium concentrate per annum (“tpa”).

The manufacturing process of the DMS plant was concluded in the

end of 2024 and the plant was successfully shipped to Brazil.

The shipment, consisting of 141 containers and 10 bulk items, departed

the Port of Durban, South Africa, on February 2, 2025, and arrived in Brazil, Port of Santos, on March 7, 2025.

DMS plant represents a cornerstone of our Neves Project, and was designed to deliver high-quality lithium concentrate to the global

market for electric vehicles (EVs) and renewable energy storage systems (ESS).

With worldwide lithium demand growing, we are positioned

to emerge as a key contributor to the sustainable energy transition.

This milestone marks a significant step in our progression

toward becoming the next lithium producer in Brazil’s resource-rich Lithium Valley.

EBP is considered to be one of the world’s largest geologic belts of granite and related pegmatite intrusive bodies, encompassing

more than 150,000 km 2 and with more than 90% of the belt located in eastern Minas Gerais.

Pegmatites are igneous rocks

that form during the final stages of a granitic magma’s crystallization.

Pegmatites are igneous rocks that

form during the final stages of a granitic magma’s crystallization.

They are readily identifiable by their exceptionally coarse

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Most pegmatites have a simple mineral composition

common to granitic rocks, however some may also contain less common minerals that are rarely found in other types of rocks.

These include

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

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

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

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

Individual pegmatite bodies range from

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

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

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

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

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

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

and diamond-core drilling.

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

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

as Anitta 1 through 4.

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

our geology team within our Neves Project.

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

from 1 to 11 meters ETW.

As the majority of these intercepts were relatively shallow and within 50 meters vertical depth from surface,

lithium contents were generally low due to the effects of near-surface weathering and oxidation.

Systematic step-out drilling to the

south has returned multiple intercepts of higher-grade lithium mineralization hosted in fresh un-weathered pegmatite with grades ranging

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

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

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

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

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

In September 2023, we announced the discovery of

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

This new mineralized shallow pegmatite

has been named Anitta 4.

Additionally,

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

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

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

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

sampling machine.

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

A second campaign started at the end of

January 2023 and ended at the beginning of March 2023.

Additional soil geochemistry campaigns are underway and planned.

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

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

over our other exploration mineral rights in the district.

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

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

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

Brazil Lithium Project

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

Paraíba, Rio Grande do Norte, and Tocantins.

We have identified pegmatites in many of

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

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

common to granitic rocks, however some may also contain lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% Li 2 O 2 ), and petalite

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

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

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

Individual pegmatite bodies range from several meters

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

They are primarily composed

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

Individual feldspar and spodumene

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

centimeters in length.

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

Anitta 1 through 4.

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

geology team within our Neves Project.

Neves Project location within Lithium Valley.

geological mapping and soil geochemistry work, six promising exploration targets have been identified within the Neves Project, as

shown in the map below.

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

1 unchanged sentence

from numerous suppliers and at market-driven prices.

do not own or license any intellectual property which we consider to be material.

We do not own or license any intellectual property which we consider to

Regulation and Compliance

4 unchanged sentences

to be undertaken.

If approved, we have three years (subject to extension to up to an additional three years) to conduct exploration

activities in accordance with the approved plan and prove the existence of the mineral and quantify a deposit.

Once exploration is completed,

the ANM requires a final exploration report which, if approved, allows for the application of an extraction license.

If approved, we have three years (subject to extension to up to an additional three years) to conduct exploration activities

in accordance with the approved plan and prove the existence of the mineral and quantify a deposit.

Once exploration is completed, ANM requires a final exploration report which, if approved, allows for the application of an extraction license.

Extractions requests

1 unchanged sentence

We have been issued exploration licenses for our key areas for lithium.

We believe that we maintain a good relationship with ANM.

We believe that

we maintain a good relationship with ANM.

Environmental

1 unchanged sentence

Environmental

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

For instance, in the state of Minas Gerais, the State Council of Environmental Policy, or COPAM, and the Regional Superintendencies of the Environment, or SUPRAM, carry out environmental permitting and licensing processes.

For each mineral right that we own, after

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

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

We believe that we maintain a

good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our

current needs.

On June 21, 2023, the government of the state

of Minas Gerais in Brazil provided us with written notice granting our Neves Project priority status for review of its environmental permitting

and licensing.

This development followed the vote of the Economic Development Group (the “EDG”) of the Secretariat for Economic

Development of the state of Minas Gerais during a meeting held on June 6, 2023, approving the request that our Project be analyzed by

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

EDG determined that the environmental licensing

process, the analysis of which is necessary to determine the proper progress of our Neves Project, shall be considered a priority for

the development of the state of Minas Gerais because it obtained a high score according to a matrix of specific criteria.

We believe that

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

of such a process by up to several months.

The current environmental

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

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

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

For instance, in the state of Minas Gerais, the State Council of Environmental Policy, or COPAM, and the Regional Superintendencies of

the Environment, or SUPRAM, carry out environmental permitting and licensing processes.

For each mineral right that we own, after sufficient

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

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

We believe that we maintain a good relationship

with the offices of the environmental agency and believe that our methods of monitoring are adequate for our current needs.

June 21, 2023, the government of the state of Minas Gerais in Brazil provided us with written notice granting us priority status for

review of environmental permitting and licensing.

This development followed the vote of the Economic Development Group

(“EDG”) of the Secretariat for Economic Development of the state of Minas Gerais during a meeting held on June 6, 2023,

approving the request that our Neves Project be analyzed by the Superintendence of Priority Projects, recently renamed as

“Diretoria Regional Geral” (Regional General Directorship).

EDG determined that the environmental licensing process, the

analysis of which is necessary to determine the proper progress of our Neves Project, shall be considered a priority for the

development of the state of Minas Gerais because it obtained a high score according to a matrix of specific criteria.

development meaningfully expedited the permitting and licensing of the Neves Project, resulting in the grant of

the operating license on October 26, 2024.

current environmental regulations state that for the duration of mining operations and for a period of five years after all mining operations

have ceased, we would still be required to perform any necessary recuperation work.

Environmental,

1 unchanged sentence

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

We believe that our efforts make a

difference in the communities in which we operate.

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

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

During this same period, we also constructed over

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

Our current efforts are focused on

hiring workers from communities near our project areas.

Many of these communities have high levels of unemployment, and we believe

that we are making a positive contribution through hiring local personnel and the wages we are paying for such local personnel,

which are above the regional monthly wages.

We believe that our efforts make a difference

in the communities in which we operate.

The list below highlights our recent initiatives to develop the communities in which we operate:

with donations of machines and equipment for works carried out by local governments:

of our water truck for the works to improve access to local communities;

○ Improvements

in the Neves community pavement;

of our earth moving equipment for a mobile phone tower in the community of Neves;

of our water truck for supplying communities and wetting roads;

of asphalt emulsion to improve main roads in Araçuaí;

improvements and gravel:

○ Improving road access to a municipal school and the São José

das Neves community;

road access to Comunidade Cardoso´s hill;

road access to Neves Community;

Infrastructure

○ Construction

of accommodation for teachers at the Calhauzinho Community State School;

○ Construction

of the sidewalk, accessibility ramp, recreation yard and improvement of the canteen at the municipal school of the São

José das Neves community;

○ Construction

of the support house, kitchen and courtyard of the São José das Neves Community

and painting of the São José das Neves Community Church in partnership with the outsourced company Eco

○ Construction/revitalization

of 14 small water storage dams for local residents;

trainee plan for the inclusion of women students in the mining technician course;

with Instituto Técnico Educacional Polivalente de Araçuaí-ITEP to offer

internship positions at Atlas to the institution’s best students;

Partnership with SESI/SENAI/FIEMG to offer technical and professional courses using rooms

on the 1st floor of our building in Araçuaí for face-to-face classes;

Our current efforts are focused on hiring workers from communities

near our project areas.

Many of these communities have high levels of unemployment, and we believe that we are making a positive contribution

by hiring local personnel at wages that are above the regional monthly wages.

and Year of Organization

3 unchanged sentences

We operated with the name “Brazil

Minerals, Inc.” until September 26, 2022, when we changed our name to

“Atlas Lithium Corporation.” In January 2023, we completed a public offering of shares of our common stock and on

January 10, 2023, began trading on the Nasdaq Capital Market under the ticker symbol “ATLX.”

Minerals, Inc.” until September 26, 2022, when we changed our name to “Atlas Lithium Corporation.” In January

2023, we completed a public offering of shares of our common stock and on January 10, 2023 began trading on the Nasdaq Capital

Market under the ticker symbol “ATLX.”

are not a party to any material legal proceedings.

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

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

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

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

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

The information on our

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

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

filed electronically by us with the SEC.

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

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

collective bargaining agreements.

We consider our relationship with our employees to be good.

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

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

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

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

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

filings with the SEC.

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

us with the SEC.

of the date of this Annual Report, we have 70 employees, out of which 60% are represented by a private federation of employees in

the extractive industries of the state of Minas Gerais.

Representation by such an entity is mandatory for non-management workers in

the mining industry in Minas Gerais.

We entered into the collective bargaining agreements adopted by the federation in March 2024,

which set forth standard working requirements and employee benefits.

We maintain a good relationship with our

employees and the federation.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business