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Item 1A. Risk Factors

2025-03-14 compared with 2024-03-27 · 624 added, 398 removed, 271 unchanged (79% of the section changed)

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of Risk Factors

are providing the following summary of the risk factors contained in this Annual Report to enhance the readability and accessibility

of our risk factor disclosures.

This summary does not address all of the risks that we face.

We encourage you to carefully review the

full risk factors contained in this Report in their entirety for additional information regarding the material factors that make an investment

in our securities speculative or risky.

is a summary of the principal factors that make an investment in our common stock speculative or risky.

This summary does not

address all of the risks that we face.

We encourage you to carefully review the full risk factors contained in this Report in their

entirety for additional information regarding the material factors that make an investment in our securities speculative or risky.

The primary categories by which we classify risks include those related to:

(i) our business,

(ii) regulatory and industry, (iii) country and currency, and (iv) common stock.

Set forth below within each of these categories is a

summary of the principal factors that make an investment in our common stock speculative or risky.

(i) our business, (ii) regulatory and industry, (iii)

country and currency, (iv) our common stock, and (v) world events.

Set forth below within each of these categories is a summary of the principal factors

that make an investment in our common stock speculative or risky.

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

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

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

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

funds spent on exploration and evaluation may be lost.

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

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

our mining activities.

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

Any inability to access the capital or financial

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

for future growth.

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

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

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

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

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

We have a history of losses

and expect to continue to incur losses in the future.

We are an exploration stage

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

Because the probability

of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds spent on

exploration and evaluation may be lost.

We face risks related to

mining, exploration, plant assembly, and mine construction, if warranted, on our properties.

Labor disruptions and a rise in labor costs could impact on our business,

financial condition and results of operations.

Our long-term success will

depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

We depend on our ability

to successfully access the capital and financial markets.

Any inability to access the capital or financial markets may limit our

ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Our quarterly and annual

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

Our ability to manage growth

will have an impact on our business, financial condition and results of operations.

We depend on information technology systems that are subject to cybersecurity

threats, disruption, damage or failure.

depend upon Mr.

Marc Fogassa, our Chief Executive Officer and Chairman.

Our growth will require

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

Certain of our officers

may be in a position of conflict of interest.

We have historically relied on third-party consultants

and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations.

We have a contractual dispute

with RTEK International DMCC, the outcome of which is unknown at this time, and our business and operations could be negatively impacted

by the termination of the Technical Services Agreement with RTEK International DMCC.

Adverse developments affecting

the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions

or transactional counterparties, could adversely affect our business, financial condition or results of operations.

We may be unable to hire and retain the third-party

contractors upon which we rely, including for drilling and construction of the lithium processing plant.

and Industry Risks

mining industry subjects us to several risks.

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

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

and time-consuming.

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

operations face substantial regulation of health and safety.

prices are subject to unpredictable fluctuations.

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

our future revenues and profitability generally.

The mining industry subjects

us to several risks.

Our operations are, and

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

We are required to

obtain government permits in order to conduct development and mining operations, a process which is often costly and time-consuming.

Compliance with environmental

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

operations face substantial health and safety regulations.

Mineral prices are subject

to unpredictable fluctuations.

The development of non-lithium battery technologies could adversely affect

The growth potential of lithium markets is uncertain.

Demand and market prices

for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally

Changes in public policies and legislative initiatives could materially

affect our business and prospects

and Currency Risks

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

to freely sell our minerals.

perception of Brazil by the international community may affect us.

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

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

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

to realize a gain on their investments.

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

Our ability to execute

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

our minerals.

The perception of Brazil

by the international community may affect us.

Exposure to foreign exchange

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

Our common stock price

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

We do not intend to pay

regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock to realize a gain

on their investments.

We may seek to raise additional

funds, finance acquisitions, or develop strategic relationships by issuing equity securities.

Any future issuances of equity will

dilute your ownership.

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

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

rules of Nasdaq.

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

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

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

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

with our public company responsibilities and corporate governance practices.

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

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

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

Series A Preferred Stock (as defined below), which has been held by Mr.

Fogassa since 2012 has the effect of concentrating voting

control over us in Mr.

Fogassa, our Chief Executive Officer and Chairman.

Fogassa’s control of greater than 50% of

our voting securities, we are deemed a “controlled company” under the rules of Nasdaq.

Our Chief Executive Officer

and Chairman has substantial influence over us as a result of his voting control and his interests may not be aligned with the interests

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

an opportunity to receive a premium for their securities.

Sales of a substantial

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

Costs as a result of operating

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

responsibilities and corporate governance practices.

Our internal control over

financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain

effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material

adverse effect on our business and share price.

Tariffs and other changes

in international trade policy could adversely affect our business, financial condition and the results of operations.

A resurgence of the COVID-19

pandemic, or the emergence of a new pandemic, may adversely affect our business.

An escalation of the current

war in Ukraine and the recent conflict in the Middle East, coupled with the international policy of the new U.S.

presidential administration

or the emergence of conflict elsewhere may adversely affect our business.

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

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

Although we were

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

strategic minerals.

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

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

As a result, we have little historical financial and

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

In addition, advancing our projects will

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

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

There can be no assurance that our efforts will be

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

Although we were incorporated

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

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

through cash flows derived from our operations.

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

to help you evaluate and predict our future performance.

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

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

further described in these risk factors.

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

able to attain profitability.

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

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

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

expect to continue to incur losses in the future.

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

If we are unable to generate

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

If we are unable to generate cash flows from

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

At this early stage of our operation, we

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without additional financing.

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

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

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

and equity securities.

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

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

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

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

quantities of minerals, and obtaining debt financing.

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

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

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

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

concentrate per year.

There is no assurance that we will be successful in

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

on favorable terms or at all.

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

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

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

of our common stock and/or obtaining debt financing.

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

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

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

including our common stock, or common stock in Atlas Critical Minerals that we own, entering into royalty agreements for the

future sales of minerals or off-take agreements related to future sales of negotiated quantities of minerals, and obtaining debt financing.

For example, on March 28, 2024, we entered into a Securities Purchase Agreement with Mitsui & Co., Ltd.

(“Mitsui”), pursuant

to which we agreed to sell to Mitsui 1,871,250 shares of our common stock for aggregate net proceeds of $29.6 million.

In connection

with such agreement, our subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”) 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.

There is no assurance that we will be successful in implementing

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

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

to fully implement our business plan and grow our business.

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

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of its minerals after considering all costs involved.

Our property interests are at the exploration stage.

Our property interests are in the exploration stage.

Accordingly, it is unlikely

that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term.

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

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

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

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

mining operation;

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

mining and processing facilities;

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

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

with stringent environmental and other governmental approval and permit requirements;

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

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

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

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

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

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

associated with developing and establishing new mining operations and business enterprises, such as:

completion of studies to

verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation;

the timing and cost, which

can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing

the availability and costs

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

the availability and cost

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

compliance with stringent

environmental and other governmental approval and permit requirements;

the availability of funds

to finance exploration, development, and construction activities, as warranted;

potential opposition from

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

potential increases in

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

potential shortages of

mineral processing, construction, and other facilities related supplies.

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

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

While discovery of additional ore-bearing deposits may

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

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which may not

be mitigated or eliminated by careful evaluation, experience and/or knowledge of management.

While the discovery of additional ore-bearing

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

Significant expenses

may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site.

may be required to establish reserves by drilling and constructing mining and processing facilities at a particular site.

It is impossible

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The profitability of our operations

will be, in part, related to the cost and success of its exploration and development programs which may be affected by several factors.

will be, in part, related to the cost and success of our exploration and development programs which may be affected by several factors, such as the factors set forth under the heading “ We face risks

related to mining, exploration and mine construction, if warranted, on our properties ” below.

Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install

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

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

spent on exploration and evaluation may be lost.

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

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

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

be the basis of an economically viable project.

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

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

Because the probability of an individual prospect

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

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

only until such reserves are mined.

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

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

Any material change in the quantity or grade of reserves

may affect the economic viability of our properties.

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

ability to generate revenue from our operations.

the probability of an individual prospective mineral deposit ever having reserves is not known, and any funds

spent on exploration and evaluation may be lost if our properties may not contain any reserves.

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

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

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

defined in Regulation S-K Item 1300), can be the basis of an economically viable project.

We cannot assure you about the existence

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

Because the probability of an individual prospect ever having reserves is uncertain, any funds spent on evaluation and exploration

may be lost and our properties may not contain any reserves.

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

estimates only until such reserves are mined.

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

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

Any material change in the quantity or

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

Further, our lack of established reserves means that we are

uncertain about our ability to generate revenue from our operations.

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

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

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

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

Mineral exploration often involves unprofitable efforts, including drilling

operations that ultimately do not further exploration efforts.

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

is often uncertain, and cost overruns are common.

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

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

at any site chosen for extraction.

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

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

on a timely basis.

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

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

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

For example, following recent results

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

than originally budgeted for.

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

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

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

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

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

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

all or any portion of our investment.

Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately

do not further exploration efforts.

Despite our efforts to budget such costs, the cost of minerals exploration is often uncertain, and

cost overruns are common.

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

the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen

for extraction.

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

deposit will be commercially viable or that we will be able to obtain the funds required for development on a timely basis.

and exploration operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond our control,

including title problems, weather conditions, protests, compliance with governmental requirements, including permitting issues, and shortages

or delays in the delivery of equipment and services.

While we believe

we have sufficient resources to fund our operations for the next twelve months, an increase in our drilling campaigns to keep pace with

positive findings of potential economic deposits may require us to raise additional capital which, if not available on reasonable terms,

may cause us to curtail our operations and impair our ability to become profitable.

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

level of profitability, if any, in future years will depend to a great degree on whether

our exploration-stage properties can be brought into production.

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

Assembly of our lithium processing plant, or any other facility, will require us to retain employees or contractors with the necessary technical expertise, which

may not be readily available when we need it or on terms favorable to us.

We may incur delays or cost overruns in assembling our lithium

processing plant and achieving the readiness of such processing facility to commence production.

Once assembled, operation of the lithium

processing plant will require significant ongoing operating costs, and our financial position and results of operations may be materially

impacted if we are unable to fund such expenses.

disruptions and a rise in labor costs could impact our business, financial condition and results of operations.

Approximately

60% of our workforce is unionized.

We may experience labor shortages and work stoppages due to localized or industry strikes.

prolonged work stoppage or strike by unionized employees could increase costs and affect our ability to conduct our research,

development or production activities.

In addition, upon the expiration of existing collective bargaining agreements, we may not

reach new agreements, or such agreements may not be on terms satisfactory to us.

we are unable to negotiate acceptable collective bargaining agreements, we may become subject to union-initiated work stoppages, including

In addition, additional groups of employees may seek union representation in the future.

increase in labor costs could adversely affect our results of operations.

Most of the factors affecting labor costs are beyond our control

and we may not be able to offset increased labor costs.

A shortage of qualified employees, inflationary pressure on wages, increases

in minimum wages or union-agreed wages in any of the jurisdictions in which we operate could increase labor costs and have a material

and adverse effect on our business, financial condition and results of operations.

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

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

commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows

associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the

development of mines.

As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements.

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

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

additional equity and/or debt securities or other financings.

growth and could result in the failure of our business.

need, and for the foreseeable future will continue to need, additional equity or debt financing beyond our existing cash to maintain

and expand our operations.

Until commercial production is achieved from one of our larger projects, we will continue to incur

operating and investing net cash outflows associated with, among other items, maintaining and possibly acquiring additional

exploration properties and undertaking exploration activities.

As a result, we rely on access

to capital markets as a source of funding for our capital and operating requirements.

We cannot assure you that such additional

funding will be available to us on satisfactory terms, or at all.

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

equity and/or debt securities or other financings.

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

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

Any additional equity financing will dilute shareholdings,

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

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

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

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

Interest on such debt

securities would increase costs and negatively impact operating results.

Any additional equity financing will dilute shareholdings, and

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

For example, during the

year ended December 31, 2024, we issued an aggregate of 2,062,973 shares of our common stock in capital raising transactions, including (i) 191,723 shares sold pursuant to an At the Market Offering

Agreement, and (ii) 1,871,250 shares sold pursuant to a Securities Purchase Agreement with Mitsui & Co., Ltd.

if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders

until the debt is paid.

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

There is, however, no guarantee that we will be able to secure any additional

funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our

business and financial position.

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

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

There is no guarantee

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

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

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

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

based on activities related to our exploration projects.

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

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

loss for the year as compared to the prior year.

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

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

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

licensing delays and severe weather phenomena.

If such an inability to obtain financing persists, such measures could include

eliminating operations or even seeking reorganization, in which case the holders of our securities could lose a substantial part or all

of their investment.

quarterly and annual revenue, operating results and financial results are likely to fluctuate significantly in

future periods.

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

period to period based on activities related to our exploration projects.

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

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

increase to our net loss for the year as compared to the prior year.

Our revenues, if any, net loss and results of operations may

also fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient

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

regulatory or licensing delays, deteriorations in our labor relations, changes in the prices of commodities

or in the cost of our key inputs, currency fluctuations and severe weather phenomena.

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

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ability to enter into agreements for the sale of our minerals;

our ability to obtain and

maintain requisite licenses and permits;

global demand for lithium;

the global trade environment

and the existence of trade barriers such as tariffs or sanctions;

volatility resulting from

international conflicts or geopolitical tensions;

natural or man-made disasters

and severe climate or weather events;

government policies with

respect to climate change and natural resource conservation;

fluctuations in inflation

and currency exchange rates.

may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently

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may materially and adversely affect our business, results of operations and financial condition.

depend on information technology systems that are subject to cybersecurity threats, disruption, damage or failure.

depend on information technology and operational technology systems in the operation of our business.

Our systems, and those of our

third-party vendors, may be targeted by increasingly sophisticated threat actors.

These threats include continually evolving

cybersecurity risks from a variety of sources such as malware, extortion, employee error or malfeasance, security breaches,

cyber-attacks, natural disasters and defects in design.

Cybersecurity risk is increasingly difficult to measure and cannot be easily

mitigated due to the rapidly evolving nature of the threats and threat actors.

Additionally, unauthorized parties may attempt to

gain access to our systems for company information through fraud or other means of deception.

Our systems and procedures for

preparing and protecting against such attempts and mitigating such risks may prove to be insufficient.

Any material compromise or

breach of our IT systems could have an adverse impact on our business and operations, including damage to our reputation and

competitiveness, remediation costs, litigation or regulatory actions.

In addition, new technology that could result in greater

operational efficiency, such as artificial intelligence, may further expose our operations and computer systems to the risk of

cybersecurity incidents.

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

existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Marc

Fogassa, our Chief Executive Officer and Chairman and principal stockholder.

existing operations and continued future development are largely dependent upon the personal efforts and continued performance of

Marc Fogassa, our Chief Executive Officer and Chairman and principal stockholder.

The loss of the services of Mr.

Fogassa would have a material

adverse effect on our business and prospects.

Fogassa would

have a material adverse effect on our business and prospects.

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

If we were to lose Mr.

were to lose Mr.

Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and

results of operations could be materially adversely affected.

Fogassa spends significant time with us and is highly

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

Fogassa also currently serves as Chief

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

Fogassa spends the vast majority of his time with us and

is highly active on a daily basis in our management, he does not devote his full time and attention to Atlas Lithium.

also currently serves as Chief Executive Officer and Chairman of Atlas Critical Minerals.

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

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programs may be slowed down or suspended.

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

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

executive officer and director of Apollo Resources and Jupiter Gold.

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

Apollo Resources and Jupiter Gold.

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

We have partial equity

ownership in both Apollo Resources and Jupiter Gold.

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

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

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

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

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

Marc Fogassa, our Chief Executive Officer and Chairman, also serves as chief executive officer and chairman of Atlas Critical

Rodrigo Menck, one of our directors, serves as the chief financial officer of Atlas Critical Minerals.

We have partial

equity ownership in Atlas Critical Minerals.

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

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

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

Minerals and that our other stockholders do not view as being in their interest as investors in us.

We have historically relied on third-party consultants

and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations.

We have historically relied on third-party technical

consultants for various aspects of our Neves Project development.

While we have strengthened our internal capabilities through the appointment

of a Project Management Officer and Vice President of Engineering, who brings experience from multibillion-dollar mining projects in Brazil,

we continue to depend on certain consultants for specific technical requirements.

Also, there is significant competition for the services of these consultants in Brazil.

Given this dependency, the

consultants’ potential delivery of inadequate technical materials, or non-compliance with their contractual obligations, inclusive

of exclusivity provisions, exposes us to significant operational and financial risks.

We have a contractual dispute with RTEK International DMCC, the outcome

of which is unknown at this time, and our business and operations could be negatively

impacted by the termination of the Technical Services Agreement with RTEK International DMCC.

have a contractual dispute with RTEK International DMCC with respect to the Second A&R RTEK Agreement (as defined in this Annual Report) and are

currently assessing all avenues available to us related to the resolution of this dispute.

and if arbitration ensues, we may incur arbitration-related

costs, which may negatively impact our financial position and results of operations.

To the extent the Second A&R RTEK Agreement terminates

other than as currently provided under the terms of the agreement, while we believe that we can effectively utilize our current team

to fulfill the services required to be delivered under the Second A&R RTEK Agreement, we may need to recruit additional talent and expertise to address some

of the aspects of the services covered under the Second A&R RTEK Agreement.

Current high levels of demand for talent in our industry present challenges in attracting and retaining

qualified technical personnel with the necessary specialized knowledge.

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

by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.

involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional

counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors

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

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

Insurance Corporation (the “FDIC”) insurance limit.

The FDIC took

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

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

The Company did not

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

However, if other banks and financial

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

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

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

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

involving limited liquidity, defaults, non-performance or other adverse

developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or

the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past

and may in the future lead to market-wide liquidity problems.

We regularly maintain cash balances at third-party financial institutions

in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.

The FDIC took control and was appointed

receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023, and March 12, 2023, respectively, and JPMorgan Chase Bank

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

We did not have any direct exposure

to Silicon Valley Bank, New York Signature Bank or First Republic Bank.

However, if other banks and financial institutions enter receivership

or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability

to access our existing cash, cash equivalents and investments, or access funding sources and other credit arrangements in amounts adequate

to finance or capitalize our current and projected future business operations may be threatened and could have a material adverse effect

on our business and financial condition.

addition, investor concerns regarding the U.S.

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Any decline in available

funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses,

funding or access to our cash and liquidity resources could, among other risks, adversely impact on our ability to meet our operating expenses,

financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of

federal or state wage and hour laws.

Any of these impacts, or any other impacts resulting from the factors described above or other related

Any of these impacts, or any other impact resulting from the factors described above or other related

or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or

results of operations.

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

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

Each of these

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

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

The implementation of our business plan and our

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

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

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

Implementation

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

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

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

Furthermore, the implementation

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

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

The new ERP system will

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

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

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

may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium

processing plant.

have and will have agreements with consultants to provide services for us, including with respect to drilling and construction services.

Each of these contractors performs functions that require the services of persons in high demand in the industry and these persons may

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

The implementation of our business

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

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

delays in our ability to execute on our business plan will could have an adverse effect on the value of our common stock.

and Industry Risks

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our operations, we are subject to the significant risks normally encountered in the mining industry, such as:

discovery of unusual or unexpected geological formations;

fires, floods, earthquakes or other natural disasters;

power outages and water shortages;

water and other similar mining hazards;

and mining accidents;

labor disruptions and labor disputes;

ability to obtain suitable or adequate machinery, equipment, or labor;

liability for pollution or other hazards;

known and unknown risks involved in the conduct of exploration and operation of mines.

the discovery of unusual

or unexpected geological formations;

accidental fires, floods,

earthquakes or other natural disasters;

unplanned power outages

and water shortages;

controlling water and other

similar mining hazards;

industrial and mining accidents;

operating labor disruptions

and labor disputes;

the ability to obtain suitable

or adequate machinery, equipment, or labor;

our liability for pollution

or other hazards;

other known and unknown

risks involved in the conduct of exploration and operation of mines.

hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction

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

mineral projects are subject to significant governmental regulations.

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

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

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

The costs we will incur to comply

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

operations and mineral projects are subject to significant government regulations, including extensive environmental laws and regulations.

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

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

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

The costs we will incur to comply with such laws and

regulations are expected to substantially increase once we progress from exploration activities to mining and production operations as

is our intention.

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

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

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

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

operations and delays in the development of our properties.

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

and time-consuming.

In addition, changes

in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could

result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our operations and delays in the development

of our properties.

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

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

waste management and reclamation.

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

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

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

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

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

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

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

time-consuming.

are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization

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necessary permits or seek to overturn permits that have been issued.

Obtaining the necessary governmental permits involves numerous jurisdictions,

Obtaining the necessary government permits involves numerous jurisdictions,

public hearings and possibly costly undertakings.

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

Our operations are subject to extensive environmental

laws and regulations.

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

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

other specified species, hazardous waste management and reclamation.

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

to comply with such laws and regulations.

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

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

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

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of the required remedy.

governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the

government authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the

environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many

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or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

operations face substantial regulation of health and safety.

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

Future changes in applicable laws,

regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to

achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on

our results of operations and financial position.

operations face substantial health and safety regulations.

operations are subject to extensive and complex laws and regulations governing worker health and safety and failure to comply with applicable

legal requirements can result in substantial penalties.

Future changes in applicable laws, regulations, permits and approvals or changes

in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, leading to the revocation of

existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.

addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect

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

The price of minerals may fluctuate widely and is affected by

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

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

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

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

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

The effect of

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

be predicted.

The development of non-lithium battery technologies could adversely

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

significantly impact our prospects and future revenues.

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

vehicles rely on lithium compounds as a critical input.

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

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

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

Commercialized battery

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

is risk to the growth of lithium markets.

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

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

As such, our business results

will inherently depend on decarbonization of the global economy.

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

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

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

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

Demand and market prices for lithium will greatly affect the

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

Our ability to successfully

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

lithium-based end products.

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

primarily world supply and demand.

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

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

Israel and Hamas and macro-economic circumstances.

For example, i n

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

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

We may not be able to effectively mitigate

against such fluctuations.

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

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

Our level of profitability, if any, in future years will depend to a great

degree on the prices of minerals set by the global markets.

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

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

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

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

For instance, the price

of spodumene concentrate has varied from a high of approximately $8,000 per ton during the fourth quarter of 2022 to a low of approximately

$740 during the fourth quarter of 2024, as reported by industry publications.

The effect of these factors on the price of minerals, and

therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

development of non-lithium battery technologies could adversely affect us.

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

prospects and future revenues.

Current and next generation high energy density batteries for use in electric vehicles rely on lithium

compounds as a critical input.

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

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

We cannot predict which

new technologies may ultimately prove to be commercially viable and on what time horizon.

Commercialized battery technologies that use

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

growth potential of lithium markets is uncertain.

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

in demand for plug-in hybrid electric vehicles and battery electric vehicles.

As such, our business results will inherently depend on

the decarbonization of the global economy.

To the extent that such development, adoption, decarbonization and growth do not occur in the

volume and/or manner that we contemplate, including for reasons described under the heading “The development of non-lithium battery

technologies could adversely affect us,” above, the long-term growth in the markets for lithium products may be adversely affected,

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

and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability

ability to successfully develop our lithium resources and generate a return on investment will be affected by changes in the demand

for and market price of lithium-based end products.

The market price of these products can fluctuate and is affected by numerous

factors beyond our control, primarily world supply and demand.

Such external economic factors are influenced by changes in

international investment patterns, global economic activity and growth, the unknown geopolitical consequences of the wars between

Ukraine and Russia and between Israel and Hamas and macro-economic circumstances.

For example, in 2023, lithium prices significantly

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

Lithium prices experienced a further

decline in 2024.

For instance, battery-grade lithium carbonate prices dropped from around CNY ¥100,000 per ton at the beginning of 2024

to approximately CNY ¥75,000 per ton by the end of the year, representing a decrease of about 25%.

Throughout 2024, lithium

prices were characterized by volatility and a general downward trajectory, influenced by factors such as oversupply in the market,

with new lithium production capacity coming online while the growth rate of demand from the electric vehicle and energy storage

sectors did not keep pace with the supply expansion.

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

We may not be able to effectively mitigate against such fluctuations.

High volatility or declines in lithium prices

could have a material and adverse effect on our ability to generate revenues and our future profitability generally.

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

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

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

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

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

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

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

has been substantial debate in the United States and abroad in the context of environmental and energy policies affecting climate change,

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

administration favors traditional energy technologies and our future prospects could be adversely affected if renewable technologies

are either (i) disfavored in any new laws or regulations pursued by the new U.S.

presidential administration, or (ii) not included among those technologies

identified in any final laws or regulations as favoring renewable technologies, or not included in state plans to reduce carbon emissions,

and therefore not entitled to the benefits of such laws, regulations, or plans.

For example, on January 20, 2025, President Trump issued Executive Order 14151, Unleashing American

Energy , which encouraged energy exploration and production on federal lands and waters, directed the federal government to eliminate

rules and incentives favoring electric vehicles, and paused the disbursement of grants and loans under the Inflation Reduction Act and

the Infrastructure Investment and Jobs Act.

and Currency Risks

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Further, countries in which we may wish to sell our mined minerals may impose

special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals.

special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals, including tariffs or trade restrictions imposed by the new U.S.

administration.

perception of Brazil by the international community may affect us.

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by the global media.

If Brazil’s situation or policies are perceived as being inadequate, we may lose the interest of investor

If Brazil’s political environment, regulations or policies are, or are perceived to be, inadequate, unfavorable or hostile by foreign customers or investors, we may lose the interest of investor

groups or potential buyers of our minerals, which will have a negative impact on us.

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

Common Stock Risks

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

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of our common stock include:

from our exploration and/or project development efforts;

to our industry, including demand and regulations;

actions by our competitors or other industry participants;

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

of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;

may not be able to compete successfully against current and future competitors;

pricing pressures;

ability to obtain working capital financing as required;

or departures of key personnel;

of our common stock;

ability to execute our business plan;

results that fall below expectations;

major change in our management;

in accounting standards, procedures, guidelines, interpretations or principals;

geo-political and other external factors, particularly within the country of Brazil.

results from our exploration

and/or project development efforts;

changes to our industry,

including demand and regulations;

actions by our competitors

or other industry participants;

failure to achieve commercial

extraction of mineral deposits from any of our properties;

absence of any reserves

contained within our properties, and loss of any funds spent on exploration and evaluation;

our ability to compete

successfully against current and future competitors;

competitive pricing pressures;

our ability to obtain working

capital financing as required;

additions or departures

of key personnel;

sales of our common stock;

our ability to execute

our business plan;

operating results that

fall below expectations;

any major change in our

changes in accounting standards,

procedures, guidelines, interpretations or principals;

geo-political and other external factors, particularly relating to global trade barriers or tariffs and developments within the

country of Brazil.

addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate

to the operating performance of those companies.

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

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

actual operating performance.

in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities

class action litigations have often been instituted against these companies.

Litigation of this type, if instituted against us, could

result in substantial costs and a diversion of our management’s attention and resources.

Any adverse determination in any such

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

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

Broad market and industry factors, including actions by and the results of operations

of our competitors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously

affect the market price of our common stock, regardless of our actual operating performance.

class action litigations have often been instituted in the past against companies who have experienced volatility of the market prices of their securities during and following periods of volatility

in the overall market.

Litigation of this type, if instituted

against us, could result in substantial costs and a diversion of our management’s attention and resources.

determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require us to

make significant payments.

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

to realize a gain on their investments.

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realize a gain on their investment.

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

This appreciation may not occur or may occur only over a longer timeframe, and is contingent upon, among other factors, our ability to raise additional

capital, continue developing and then commercializing our mineral projects.

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

your ownership.

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

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

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

Furthermore, any newly

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

Moreover, any

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

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

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

instruments senior to our common stock.

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

superior to the rights of our common stockholders.

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

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

of an opportunity to receive a premium for their securities.

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

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

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

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

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

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

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

Furthermore, any newly issued securities

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

Moreover, any issuances by us of equity

securities may be at or below the prevailing market price of our stock and in any event will have a dilutive impact on the ownership

interest of existing common stockholders, which could cause the market price of our common stock to decline.

We may also raise additional

funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our common stock.

of any debt securities or instruments that we may issue could have rights superior to the rights of our common stockholders.

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

and as a result, he has substantial influence over our company and his interests may not be aligned with the interests of our other stockholders,

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

receive a premium for their securities.

share of our Series A Convertible Preferred Stock (“Series A Preferred Stock”) is issued and outstanding, which has been

held since 2012 by Mr.

Marc Fogassa, our Chief Executive Officer and Chairman.

The Certificate of Designations, Preferences and

Rights of our Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock is issued and outstanding,

the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, with the holders

of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of

Series A Preferred Stock then outstanding, and the holders of common stock and any other class or series of capital stock entitled

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

respective voting power.

As a result, Mr.

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

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

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

This concentration

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

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

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

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

Fogassa, our Chief Executive Officer

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

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

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

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

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

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

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

We do not take advantage of any of these

exemptions but may do so in the future.

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

our stock price.

will experience dilution as a result of future equity offerings.

may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.

Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of

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

Fogassa has the ability to decisively influence all matters requiring stockholder

approval, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of

directors and other significant corporate actions, and holders of our common stock have a limited ability to impact on our operations

and activities.

This concentration of ownership may discourage, delay or prevent a change in our control, which could deprive our

stockholders of an opportunity to receive a premium for their shares as part of any contemplated sale of us and may reduce the price

of our common stock.

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

requirements under the rules of the Nasdaq.

a result of his ownership since 2012 of the one issued and outstanding share of our Series A Preferred Stock, Mr.

Fogassa, our Chief

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

under the rules of Nasdaq and may elect not to comply with certain corporate governance requirements, including the requirement (i)

to have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities;

(ii) that our nominations committee be composed entirely of independent directors with a written

charter addressing the committee’s purpose and responsibilities, or if no such committee exists, that our director nominees be

selected or recommended by independent directors constituting a majority of the board of director’s independent directors in a

vote in which only independent directors participate;

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

compensation committees.

We do not take advantage of any of these exemptions but may do so in the future.

Our status as a controlled

company could make our common stock less attractive to some investors or otherwise harm our stock price.

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

2 unchanged sentences

We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

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

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

with our public company responsibilities and corporate governance practices.

16 unchanged sentences

testing and possible remediation.

Our management previously determined that a material weakness existed in our internal control over financial reporting

as of December 31, 2023, and 2022.

Although management has determined that such weaknesses have been remediated

and that our internal control over financial reporting is effective as of December 31, 2024, we

cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting

in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report on

our financial condition, results of operations or cash flows.

6 unchanged sentences

over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict

our future access to the capital markets.

our future access to capital markets.

Related to World Events

and other changes in international trade policy could adversely affect our business, financial condition and results of operations.

and products imported into the EU, the United States and other countries are subject to import duties.

In addition, we cannot predict

whether future Brazilian, U.S.

or international laws, regulations or specific or broad trade remedy actions or international agreements

may impose additional duties or other restrictions on exports of minerals from Brazil.

Any such changes in legislation and government

policy may have a material adverse effect on our business.

For example, in recent periods, the U.S.

government has announced and, in

particular following the U.S.

presidential election in November 2024, may continue to announce, various import tariffs on goods imported

from certain trade partners, such as the EU and China, which have resulted, and may continue to result, in reciprocal tariffs on goods

exported from the United States to such trade partners.

For example, recently the Trump Administration has signed executive orders imposing

tariffs on imports from Canada, Mexico, and China.

An escalating global trade war, including between the United States and China, could

harm our business and growth prospects.

Trade barriers and other governmental action related to tariffs or international trade agreements

around the world have the potential to decrease demand for our minerals and adversely impact the markets in which we operate.

resurgence of the COVID-19 pandemic, or the emergence of a new pandemic, may adversely affect our business.

In the recent past, the spread

of COVID-19 caused public health officials in both Brazil and the U.S.

to recommend precautions to mitigate the spread of the virus,

especially as to international travel.

In addition, certain states and municipalities in both countries enacted quarantine and “shelter-in-place”

regulations and at times required non-essential businesses to close.

There is no certainty that a resurgence of COVID-19, or a new pandemic,

will not occur with restrictions imposed again in response.

It is unclear how such restrictions, if put in place again, would contribute

to a general slowdown in the global economy and would affect our business.

escalation of the war in Ukraine and conflicts in the Middle East, coupled with the international policy of the new

presidential administration or the emergence of conflict elsewhere may adversely affect our business.

markets have experienced, and may continue to experience, volatility and disruption following the escalation of geopolitical tensions,

including the ongoing war in Ukraine, the new U.S.

presidential administration’s internal policy agenda, recent conflicts in the

Middle East, rising tensions between China and Taiwan, the relationship between China and the United States, and other sources of geopolitical

uncertainty and instability.

The length and impact of these ongoing military and economic conflicts is highly unpredictable.

Such geopolitical

events, terrorist or other attacks, wars (or threatened wars) or international hostilities may lead to armed conflict or acts of terrorism

in other parts of the world, which in turn may contribute to further economic instability in the global financial markets and international

While much uncertainty remains regarding the global impacts of the war in Ukraine and conflict in the Middle East,

it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows.

it is possible that third parties, such as our customers and suppliers, may be impacted by these conflicts, which could adversely affect

our operations.

These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us

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

What changed 10-K

Item 1A. Risk Factors