What changed in this filing

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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-27 · 1639 added, 1441 removed, 637 unchanged (83% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer,

has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules

13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2023.

In designing and evaluating

our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to

the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission,

and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial

Officer as appropriate, to allow timely decisions regarding required disclosure .

In addition, the

design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required

to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

On the basis of that

evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of December 31, 2023, our disclosure controls

and procedures were effective at a reasonable assurance level.

management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

As initially disclosed

in Amendment No.

1 to our Annual Report for the fiscal year ended December 31, 2023, filed on Form 10-K/A with the SEC on November 8,

2024 (the “Amended 2023 Annual Report”), our management identified a material weakness in our internal control over financial

However, as described in more detail below, our management, with the oversight of the Audit Committee, has taken significant

steps to remediate this material weakness and has determined that it has now been fully corrected.

the remediation of the material weakness previously identified, our principal executive officer and principal financial officer concluded

with reasonable assurance that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f).

Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation and fair presentation of published financial statements.

Under the supervision

and with the participation of management, including our Principal Executive Officer and Principal Financial Officer,

management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the

framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on management’s evaluation under the framework in Internal Control—Integrated Framework, management concluded

that our internal control over financial reporting was effective as of December 31, 2023, at a reasonable assurance level.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting.

Since we are a smaller reporting company, management’s report is not subject to attestation by

our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a result, this

Annual Report contains only management’s report on internal controls.

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation

and fair presentation of published financial statements.

Under the supervision and with the participation of management, including our

principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of our internal

control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

initially disclosed in our Amended 2023 Annual Report, our management identified a material weakness in our internal control over financial

reporting for the year ended December 31, 2023.

However, as described in more detail below, our management, with the oversight of the

Audit Committee, has implemented remediation measures to address the material weakness.

After evaluating the effectiveness of these measures,

management has determined that the previously identified material weakness has been fully remediated, and as a result, management has

concluded with reasonable assurance that our internal control over financial reporting was effective as of December 31, 2024.

Identified Material Weakness in Internal Control Over Financial Reporting

material weakness, as defined in the standards established by the Sarbanes-Oxley Act, is a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or

interim consolidated financial statements will not be prevented or detected on a timely basis.

connection with the re-audit of our financial statements as of and for the fiscal years ended December 31, 2023, and December 31, 2022,

we identified a material weakness in our internal control over financial reporting.

During this period, we outsourced day-to-day accounting

tasks due to limited accounting and financial reporting personnel and other resources needed to ensure adherence to our internal controls

and procedures.

We did not have an internal finance function and had limited finance and accounting professionals with the requisite

experience to appropriately perform the supervision and review of the information received from our third-party accounting service provider.

GAAP experience from the outsourced accounting firm, combined with the limited availability of an experienced team to supervise

the third-party service provider, resulted in the disclosed material weakness.

and Resolution of the Material Weakness

remediate the identified material weakness, we have taken several measures to improve our internal control over financial reporting,

including, among others:

more qualified personnel with relevant U.S.

GAAP and SEC reporting experience to strengthen

our in-house financial reporting function and establish a financial and system control framework.

● Implementing

regular and continuous U.S.

GAAP accounting and financial reporting training for accounting

and financial reporting personnel.

oversight over, and clarifying reporting requirements for, non-recurring and complex transactions

to ensure consolidated financial statements and related disclosures are accurate, complete,

and compliant with U.S.

GAAP and SEC reporting requirements.

more detailed guidance and manuals on financial closing policies and procedures to improve

the quality and accuracy of the period-end financial closing process.

● Implementing

SAP Enterprise Resource Planning software to strengthen our ability to adequately keep records

of our accounting and financial information.

on the assessment performed by our management on the performance of these remediation measures, we determined that, as of December 31,

2024, the previously identified material weakness in our internal control over financial reporting had been remediated.

our management has determined with reasonable assurance that our internal control over financial reporting was effective as of December

Attestation Report

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Since we are a smaller reporting company, our report is not subject to attestation by our registered public accounting firm

pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a result, this Annual Report contains only our report on internal controls.

Changes in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred in 2023 that materially affected, or would

be reasonably likely to materially affect, our internal control over financial reporting.

than the remediation initiatives described in item (b) above, there were no changes in our internal control over financial reporting

that occurred in 2024 that materially affected, or would be reasonably likely to materially affect, our internal control over financial

Limitations of the Effectiveness of Internal Controls

effectiveness of our system of internal control over financial reporting is subject to certain limitations, including

the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood

of future events, and the inability to eliminate fraud and misconduct completely.

As a result, there can be no assurance that our

internal control over financial reporting will detect all errors or fraud.

However, our control systems have been designed

to provide reasonable assurance of achieving their objectives.

effectiveness of our system of internal control over financial reporting is subject to certain limitations, including the exercise of

judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events,

and the inability to completely eliminate fraud and misconduct.

As a result, there can be no assurance that our internal control over

financial reporting will detect all errors or fraud.

However, our control systems have been designed to provide reasonable assurance

of achieving their objectives.

Other Information.

November 14, 2024 , Mr.

Fogassa , our Chief Executive Officer and Chairman , entered into a written plan with Goldman Sachs & Co.

LLC for the potential future sale of up to 300,000 shares of our common stock that is intended to satisfy the conditions of Rule

10b5-1(c) under the Exchange Act.

Such plan expires on September 19, 2025 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

following table sets forth certain information as of the date of this Annual Report concerning our directors and executive

following table sets forth certain information as of the date of this Annual Report concerning our directors and executive officers:

Chief Executive Officer, Director

Robert Noriega

Director, Member of the Audit Committee

Petersen, CFA

Director, Member of the Audit Committee

Pereira de Aguiar

Moreira de Miranda

Financial Officer, Treasurer, Principal Accounting Officer

President, Corporate Strategy

Nicholas Rowley

Vice-President, Business Development

Nazareth Menck

Fogassa , age 58, has been a director and our Chairman and Chief Executive Officer since 2012.

He has extensive experience in venture

capital and public company chief executive management.

He has served on boards of directors of multiple private companies in various

industries, and has been invited to speak about investment issues, particularly as related to Brazil.

Fogassa double majored at the

Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990.

He later graduated from the

Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business

Administration degree in 1999 with Second-Year Honors.

At Harvard Business School, he was Co-President of the Venture Capital and Private

He has extensive experience in

venture capital and public company chief executive management.

He has served on boards of directors of multiple private companies in

various industries, and has been invited to speak about investment issues, particularly as related to Brazil.

Fogassa double

majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990.

graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a

Master of Business Administration degree in 1999 with Second-Year Honors.

At Harvard Business School, he was Co-President of the

Venture Capital and Private Equity Club.

Fogassa was born in Brazil and is fluent in Portuguese and English.

Fogassa is also the Chairman and Chief Executive

Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two of our consolidated

subsidiaries.

Marc Fogassa serves as a director because of his experience in the management of public companies in mineral exploration

and his understanding of Brazil, the jurisdiction where we operate.

Fogassa is also

the Chairman and Chief Executive Officer of Atlas Critical Minerals Corporation, our consolidated subsidiary.

Fogassa serves as

a director because of his experience in the management of public companies in mineral exploration and his understanding of Brazil,

the jurisdiction where we operate.

Roger Noriega , age 66, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since

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Ambassador Noriega was appointed by President George W.

Bush and confirmed by the U.S.

Bush and confirmed by the

Senate as U.S.

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In that capacity, Amb.

Noriega managed a 3,000-person team

of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin

Noriega managed a 3,000-person

team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin

America, and the Caribbean.

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because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

, age 46, has been an independent director since 2021, and member of the Audit Committee

of the Board of Directors since 2021.

She is an attorney with extensive experience in international contracts, securities law and venture

negotiations.

She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services

From 2013 to 2017, Ms.

, age 47, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since

She is an attorney with extensive experience in international contracts, securities law and venture negotiations.

She has represented

or engaged in transactions with leading companies in the biomedical, technology and products and services sectors.

From 2013 to 2017,

Olson was at Kaplowitz Firm P.C.

and from 2017 to January 2020, she was an attorney with the

Crone Law Group.

From February 2020 to May 2022 Ms.

and from 2017 to January 2020, she was an attorney with the Crone Law Group.

From February 2020

to May 2022 Ms.

Olson was an attorney with Ellenoff Grossman & Schole LP.

She has been with

Mitchell Silberberg & Knupp since May of 2022.

She has been with Mitchell Silberberg & Knupp since

She received a B.A.

in Economics and Finance from Loyola University in Chicago, and

from The John Marshall School of Law.

Olson serves as a director because of her experience with working with large multinational

companies in complex transactions and her knowledge of U.S.

in Economics and Finance from Loyola University in Chicago, and a J.D.

from The John Marshall School

Olson serves as a director because of her experience with working with large multinational companies in complex transactions

and her knowledge of U.S.

securities law.

Petersen, CFA , age 69, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors

Petersen over 40 years of experience in the capital markets and investment management.

Petersen has over 40 years of experience in the capital markets and investment management.

Since 2013, he has been a Managing

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Petersen is a Chartered Financial Analyst.

Petersen serve as a director because of his

Petersen serves as a director because of his

experience with capital markets and his knowledge of finance including expertise with financial statements.

Pereira de Aguiar, age 41, has been our Chief Financial Officer, Principal Accounting Officer, and Treasurer since 2022.

until 2022, Mr.

Aguiar was the Controller of Jaguar Mining, Inc., a Canadian publicly traded company with two producing gold mines in

the state of Minas Gerais in Brazil.

From 2013 to 2016, Mr.

Aguiar was Controller at Grupo Orguel, an enterprise in the construction

equipment rental sector in Brazil which received funding from Carlyle, a U.S.

private equity group, and from 2010 to 2013, Mr.

worked at Mirabella Mineração, which at the time was developing its nickel project in the state of Bahia in Brazil.

2006 to 2010, Mr.

Aguiar was an auditor with Deloitte in Brazil.

Aguiar has undergraduate degrees in Business Administration and

in Accounting from Universidade FUMEC in Brazil.

He has an executive MBA and further post-graduate education in finance from Fundação

Dom Cabral in Brazil.

Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

Moreira de Miranda , age 41, has been our Chief Financial Officer, Principal Accounting Officer,

and Treasurer, since July 2024.

From February 2024 until July 2024, Mr.

Miranda was the Chief Financial Officer of Apollo Resources Corporation,

a private company and subsidiary of Atlas Lithium, which in November 2024 merged with Jupiter

Gold Corporation, another subsidiary of Atlas Lithium.

In such capacity, Mr.

Miranda managed all of Apollo Resources’ financial

and administrative related processes, including treasury, accounting, tax, and financial planning and budgeting.

Previously, from May

2020 to December 2023, Mr.

Miranda was the senior financial officer for the Brazilian operations of Horizonte Minerals Plc., a British

publicly listed company with two nickel projects in Brazil.

During his tenure, he successfully contributed to securing project financing

of US$713 million for a ferronickel project and an additional $300 million Brazilian real credit facility with Banco da Amazônia.

Between November 2019 to April 2020, Mr.

Miranda held the position of Financial Controller for the Brazilian operations at Equinox Gold,

a Canadian publicly listed gold producer.

From March 2008 to October 2019, Mr.

Miranda served as the Controller of Ferrous Resources Ltd.,

an iron producer partially owned by Icahn Enterprises, a NYSE-listed company.

He actively contributed to the development of company projects

from exploration through construction and operation and was also heavily involved in Ferrous Resources’ US$550 million sale to Vale

S/A, the largest Brazilian mining company.

From September 2005 to March 2008, Mr.

Miranda was an auditor with Deloitte Touche Tohmatsu

He has an undergraduate degree in Business Administration and Accounting, and a Master of Business Administration, both from

IBMEC in Brazil.

Miranda is fluent in Portuguese, English and Spanish.

Tkachenko , age 39, has been our Vice President, Corporate Strategy since 2023.

Tkachenko, a Ukrainian-American and a US-trained physician, has served as a strategic advisor to us since 2021, lending his leadership

talents and private sector experience to further the company’s mission to become a leading hard-rock lithium provider for the green

energy transition.

In 2022, Igor Tkachenko began consulting for us as our Director of Strategic Development, overseeing the rapid expansion

of our investor relations efforts.

He participated in the design and execution of our organizational growth strategy that led to our successful

up-listing to Nasdaq in January 2023.

Tkachenko graduated from the emergency medicine residency in 2019, after which he worked clinically

at the University of Tennessee Medical Center and served as a Clinical Assistant Professor at the University of Tennessee Graduate School

Tkachenko transitioned from his academic role to take on an executive position at the Company and began serving as our

Vice President of Corporate Strategy in 2023.

His education includes a Bachelor of Science (Summa Cum Laude) and a Doctor of Medicine

Nicholas Rowley , age 39, has been

our Vice-President, Business Development since 2023.

Rowley is an experienced corporate executive with a strong financial background

with over 18 years’ experience specializing in marketing and sales of various raw materials, corporate advisory, M&A transactions

and equities markets.

Rowley most recently served as Director – Corporate Development of Galaxy Resources Limited, an ASX-listed

lithium company from 2014 until 2021.

Rowley through this role saw the implementation and closing of the A$6 billion merger with

Orocobre Limited, to create the world’s fifth largest lithium producer Allkem (ASX:

AKE) in mid-2021 now Arcadium Lithium Plc (Nasdaq:

Rowley has a strong understanding of the international lithium market having traded various lithium minerals over the last

Having overseen the marketing and sales division at Galaxy Resources since the restart of the Mt.

Cattlin project in 2016,

he has been integral in building the supply chain from Australia through to Asia over that time.

Additionally,

on March 19, 2024, the Board appointed Brian Talbot, age 51, as our Chief Operating Officer and as a member of our Board, effective as

of April 1, 2024.

Most recently, Mr.

Talbot was the founder and director of RTEK International DMCC (“RTEK”), a consulting

firm that advises lithium developers and producers.

From July 2022 to September 2023, Mr.

Talbot was the Chief Operating Officer at Sigma

Lithium Corporation (“Sigma”), a Canadian lithium producer with operations in Brazil.

At Sigma, he oversaw the development

of Sigma’s flagship Grota do Cirilo project from construction through commissioning and operations.

From 2017 to 2022, Mr.

held positions as General Manager and Head of Australian Operations at Galaxy Resources, an entity which is now part of Arcadium Lithium

PLC, one of the world’s largest fully integrated lithium companies.

While at Galaxy Resources, Mr.

Talbot was instrumental in increasing

the production at Mt.

Cattlin (a hard-rock lithium mine in Ravensthorpe, Western Australia) which resulted in record production.

Talbot brings to the board an extensive track record as a technical and operational leader throughout his career with over 30 years of

experience in mining operations.

In particular, his extensive experience in DMS (dense media separation) plant development and operation,

including designing, planning, building, and managing profitable mining operations globally, will be significant assets to the board.

Talbot holds a bachelor’s degree in chemical engineering with Honors from the University of Witwatersrand, South Africa.

Board of Directors currently is composed of four members, Ambassador Roger Noriega, Cassiopeia

Olson, Esq., Stephen R.

Petersen, CFA, and Marc Fogassa.

As noted above, Brian Talbot has been appointed to the Board of Directors, effective as of April 1, 2024.

Tkachenko has served as a strategic advisor to us since 2021, lending his leadership talents and private sector

experience to further the company’s mission to become a leading hard-rock lithium provider for the green energy transition.

2022, Igor Tkachenko began consulting for us as our Director of Strategic Development, overseeing the rapid expansion of our

investor relations efforts.

He participated in the design and execution of our organizational growth strategy that led to our

successful up-listing to Nasdaq in January 2023.

Tkachenko graduated from the emergency medicine residency in 2019, after which

he worked clinically at the University of Tennessee Medical Center and served as a Clinical Assistant Professor at the University of

Tennessee Graduate School of Medicine.

Tkachenko transitioned from his academic role to take on an executive position with us

and began serving as our Vice President of Corporate Strategy in 2023.

His education includes a Bachelor of Science (Summa Cum

Laude) and a Doctor of Medicine degrees.

Nazareth Menck , age 49, has served as a director since August 2024.

Menck has also served as the Chief Financial Officer of

Atlas Critical Minerals since September 2024, and since September 2023 has been an advisor to Atlas Lithium covering a range of

topics, including operational readiness and interface with institutional investors.

Previously, from January 2023 to July 2023, Mr.

Menck was the Chief Financial Officer of Sigma Lithium Corp., a Canadian publicly listed company.

February 2019 and July 2022, Mr.

Menck held the position of Senior Vice President of Finance & Group CFO at Nexa Resources SA, a

NYSE & TSX listed company, controlled by the traditional Brazilian group Votorantim.

From April 2016 to January 2019, he was the

Global Treasurer at Nexa Resources.

From January 2011 to March 2016, Mr.

Menck was an Investment Director at the Odebrecht group in

From May 2008 to January 2011 Mr.

Menck held positions at Braskem SA, a large Brazilian petrochemical company.

1996 to May 2008, Mr.

Menck had a 12-year career in several Brazilian and international banks based in Brazil, such as BankBoston,

Banco Francês e Brasileiro, WestLB, Citibank and BNP Paribas, holding several different positions such as Trader, Trade

Finance Manager, Securitization Officer, Product Manager, DCM & Export Finance Structurer and Relationship Manager, while

covering a variety of clients in a diverse range of segments in Brazil.

Menck has a degree in Business Administration, and an

MBA in Economics of the Financial Sector, both from the University of São Paulo in Brazil.

Menck is fluent in Portuguese,

English and Spanish and is a Certified CFO by the Brazilian Institute of Financial Executives in Brazil.

Board of Directors currently is composed of five members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R.

CFA, Rodrigo Menck, and Marc Fogassa.

are no family relationships among our directors and executive officers.

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Listing Rules of the Nasdaq Stock Market (“Nasdaq”) to make this determination.

Board of Directors has undertaken a review of the independence of each director and will review the independence of any new directors

Board of Directors has undertaken a review of the independence of each director and will review the independence of any new director

based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination

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Olson is independent.

has adopted certain governance and disclosure rules regarding diversity of listed companies’ boards of directors.

with a board of directors of five or fewer members, we are required to have at least one member of our Board who is

“diverse” as defined in the Nasdaq rules, and as shown below, we have met the Nasdaq’s diversity objective.

The following is our Board Diversity

Matrix as of the date of this Annual Report.

To see our Board Diversity Matrix as of March 30, 2023, please see our Annual Report on Form

10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2022.

Diversity Matrix

Number of Directors

Gender Identity

Demographic Background

of our Board of Directors in Risk Oversight

of the key functions of our Board of Directors is informed oversight of our risk management process.

We have formed supporting committees,

including the Audit Committee, the Compensation Committee, and the Nominations Committee, each of which supports the Board of Directors

by addressing risks specific to its respective areas of oversight.

In particular, our Audit Committee has the responsibility to consider

and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines

and policies to govern the process by which risk assessment and management is undertaken.

The Audit Committee also monitors compliance

with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.

Our Compensation

Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness

of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating

of the key functions of our Board of Directors is informed oversight of our

risk management process.

The Board of Directors has designated three committees.

The Audit Committee, the Compensation Committee, and

the Nominations Committee each support the Board of Directors by addressing risks specific to its respective areas of oversight.

In particular,

our Audit Committee is responsible for engaging and overseeing our independent auditor as well as evaluating and discussing our major

financial risk exposures.

The Audit Committee also reviews the steps management takes to monitor and control such risks, including guidelines

and policies to govern the process by which risk assessment and risk management are undertaken.

Additionally, the Audit Committee monitors

compliance with legal and regulatory requirements and oversees the performance of our internal audit function.

Our Compensation Committee

assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our

corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating

of our Board of Directors

Board of Directors has established three standing committees - the Audit Committee, the Compensation Committee, and the Nominations

listing rules require that our Audit Committee be composed of at least three members all of whom are “independent directors”

Board of Directors has established three standing committees - the Audit Committee, the Compensation Committee, and the Nominations Committee.

listing rules require that our Audit Committee be composed of at least three members, all of whom shall be “independent directors”

who are “financially literate” as defined under the Nasdaq listing standards.

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Petersen and Ms.

Olson, each of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent

director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules.

The Board has determined that Mr.

Petersen qualifies as an “audit committee financial

expert” as defined in Item 407(e)(5) of Regulation S-K.

Olson, each of whom have been affirmatively determined by our Board of Directors

to meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq

Board has determined that Mr.

Petersen qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of

Regulation S-K.

Committee and Nominations Committee

listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors.

time, our Nominations Committee and Compensation Committee are both comprised solely of independent directors.

As of the date hereof,

the members of each of our Nominations Committee and Compensation Committee are:

As a controlled company, we are not required under Nasdaq listing rules

to have a compensation committee or nominations committee comprised solely of independent directors.

However, we have opted not to take

advantage of this exemption, and at this time, our Nominations Committee and Compensation Committee are both comprised solely of independent

As of the date hereof, the members of each of our Nominations Committee and Compensation Committee are:

Roger Noriega

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no time have any of the members of our Compensation Committee been one of our officers or employees.

None of our executive officers currently

serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has

one or more executive officers on our Board of Directors or Compensation Committee.

Fogassa, our CEO and Chairman, serves as Chairman and Chief Executive Officer of our subsidiary Atlas Critical Minerals and Rodrigo Menck,

a member of our Board of Directors, became Chief Financial Officer and Treasurer of Atlas Critical Minerals in September 2024.

July 2024, the full Board of Directors of Atlas Critical Minerals performed the functions of a compensation committee.

For an overview

of related party transactions among Atlas Critical Minerals, Mr.

Fogassa, and us please see “Note 7 – Related Party Transactions.

of Business Conduct and Ethics

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agents and representatives, including consultants.

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any

principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions

or our directors on our website.

of December 31, 2023, Marc Fogassa, our Chief Executive Officer and Chairman, controlled approximately 68.1% of the voting power of our

We intend to disclose future amendments to such the code, or any waivers of its requirements,

applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing

similar functions or our directors on our website.

The code can be found on our website at www.atlas-lithium.com/our-team/corporate-governance/.

of date of this Annual Report, Mr.

Fogassa, our Chief Executive Officer and Chairman, controlled approximately 65% of the voting power of our

capital stock, and therefore we are a “controlled company,” as such term is defined under the Nasdaq Listing Rules.

We currently do not

rely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

do not rely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

Delinquent Section 16(a) Reports

Under Section 16 of the Exchange Act, our directors,

executive officers and any persons holding more than 10% of our common stock are required to report initial ownership of our common stock

and any subsequent changes in ownership to the SEC.

Specific due dates have been established by the SEC, and we are required to disclose

in this Annual Report any failure to file required ownership reports by these dates.

Based solely upon a review of forms filed with the

SEC and the written representations of such persons, we are aware of the following:

Petersen and Ambassador Noriega, our independent directors, was late in filing one Form 4 in 2024 to report the

grant of stock options pursuant to our director compensation program.

Olson and Mr.

Petersen each filed one late Form 5 reporting

the grant of shares as director compensation that should have been reported in 2023.

Petersen’s late Form 5 also included

three additional transactions that should have been reported in 2023.

Fogassa filed seven late Form 4s in 2024, relating to twelve transactions.

Menck filed one late Form 4 in 2024, relating to one transaction.

Form 5 was filed by Brian Bernier in 2024, who was previously an officer but ceased to be subject to the reporting requirements of

Section 16 in December 2023, reporting three transactions that he failed to report in 2023.

did not file two Form 4s in 2024.

did not file one Form 4 in 2024.

Trading Policy

We maintain an Insider Trading Policy that applies to all of our directors, officers, employees and related individuals, which

we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and listing standards.

The Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K.

Executive Compensation.

of Named Executive Officers

This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2023, for our “named executive officers.” As a smaller reporting company, the SEC defines our named executive officers as (i) our Chief Executive Officer;

(ii) our two most highly compensated

executive officers other than the Chief Executive Officer, who were serving as such as of December 31, 2023;

and (iii) up to two

additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year.

We have identified the

following individuals as our named executive officers according to this definition:

section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2024, for our “named

executive officers.” As a smaller reporting company, the SEC defines our named executive officers as (i) our Chief Executive Officer;

(ii) our two most highly compensated executive officers other than the Chief Executive Officer, who were serving as such as of December

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they

were not serving as an executive officer at the end of the year.

We have identified the following individuals as our named executive

officers according to this definition:

Fogassa, our Chief Executive Officer and Chairman;

Aguiar, our Chief Financial Officer;

Miranda, our Chief Financial Officer and Treasurer;

Gustavo Aguiar, our former Chief Financial Officer and Treasurer;

Tkachenko, our Vice President of Corporate Strategy;

Bernier, our Vice President of Investor Relations.

The primary objectives of our executive

compensation programs are to attract and retain talented executives to effectively manage and lead us .

The compensation packages

for Atlas Lithium’s named executive officers generally include a base salary, an annual cash bonus and equity.

Summary Compensation Table

Principal Position

Awards ($)(1)

Awards ($) (1)

Incentive Plan Compensation ($)

Other Compensation ($) (2)

Brian Talbot, our former Chief Operating Officer and director.

primary objectives of our executive compensation programs are to attract and retain talented executives to effectively manage and lead

The compensation packages for our named executive officers generally include a base salary, an annual

cash bonus and equity.

Compensation Table

Name and Principal Position

Stock Awards ($)(1)

Option Awards ($) (1)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($) (2)

Marc Fogassa, Chairman and

1 unchanged sentence

Chief Executive Officer

2,133,410 (5)

Tiago Moreira, Chief Financial Officer

Gustavo Aguiar,

Chief Financial Officer

Brian Bernier,

VP, Investor Relations

Former Chief Financial Officer

Igor Tkachenko, VP, Corporate Strategy

4,234,498 (11)

amounts in these columns reflect the aggregate grant date fair value of stock awards and stock options calculated in accordance with

FASB ASC Topic 718.

Please see Note 5 to the consolidated financial statements for the year ended December 31, 2023, contained in

this Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718.

All Other Compensation includes disability, medical, dental and vision insurance coverage benefits.

P ursuant to the

Fogassa’s amended and restated employment agreement, his performance bonus for each calendar

year is earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year.

Such an amount is paid half in cash and half in fully-vested shares of common stock granted after the performance

bonus is determined.

The amount shown in the Stock Awards column for 2023 represents the grant of fully vested

shares of common stock during calendar year 2023 for performance in the calendar year 2022.

The grant of the Stock Award for calendar

year 2023 performance was approved and granted by Board in calendar 2024 and will be disclosed in the proxy statement for calendar year

Represents options to purchase 30,000 shares of Series D Convertible

Preferred Stock.

All of the options to purchase Series D Convertible Preferred Stock have been exercised and there are no such options

currently outstanding .

Brian Talbot, former Chief Operating Officer and director

amounts in these columns reflect the fair value of stock awards and stock options calculated and amortized in accordance with FASB

ASC Topic 718.

Please see Note 5 to the consolidated financial statements for the year ended December 31, 2024, contained in this

Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718.

All Other Compensation includes retirement plans,

disability, medical, dental and vision insurance coverage benefits.

The amount shown for Mr.

Fogassa in 2024 also includes a total of $65,590 of Company contributions to Mr.

retirement savings plan, as provided for in his amended and restated employment agreement.

The amounts shown for Mr.

Aguiar in 2024 includes the payment of $30,000 for accrued vacation when he resigned.

to the terms of Mr.

Fogassa’s amended and restated employment agreement, his performance bonus for each calendar year is

earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year.

Such an amount is paid half in cash and half in fully vested shares of common stock granted after the performance bonus is

The amount shown in the Non-Equity Incentive Plan Compensation column (and, as a result, the Total column) for 2023 has

been revised to reflect an additional $170,787 earned by Mr.

Fogassa and paid in cash, as previously disclosed in the Amendment No.

1 to the Company’s Annual Report for the fiscal year ended December 31, 2023, filed on Form 10-K/A with the SEC on November 8,

The amount shown in the Stock Awards column for 2024 represents the grant of fully vested shares of common stock during the

calendar year of 2024 for performance in the calendar year 2023, including the additional amount he was entitled to as disclosed in the

No amount is reported for the cash portion of Mr.

Fogassa’s performance bonus in 2024 as the Compensation Committee

has not yet determined and certified the amount earned, if any, in respect of fiscal 2024.

Further, the grant of stock awards for fiscal

2024 performance, if any, will be approved and issued in calendar 2025 and be disclosed in the proxy statement for calendar 2025.

the fair value of the non-qualified stock options granted to Mr.

options to purchase 30,000 shares of Series D Convertible Preferred Stock.

All of the options to purchase Series D Convertible Preferred

Stock have been exercised and there are no such options currently outstanding.

The amount included in the Salary column represents Mr.

base salary of $15,000 per month and Mr.

Miranda’s monthly fee of $7,500 paid by Atlas Critical Minerals for supervising the internal

accounting and other financial-related functions of the subsidiary.

The amount in the Non-Equity Incentive Compensation column represents

the bonus earned based on the accomplishment of performance metrics.

Represent the fair value of the 40,000 time-based restricted stock units

(“RSUs”) granted to Mr.

Miranda in connection with his appointment as our Chief Financial Officer, which RSUs will vest annually

in four equal instalments starting the first month after his employment start date.

Represents Mr.

Pereira de Aguiar’s base salary of $9,500 per month through August 31, 2024, and his base salary

of $15,000 per month, effective as of September 1, 2023, as described below.

Pursuant to his employment agreement, Mr.

Pereira de Aguiar is entitled to a cash bonus tied to certain performance metrics.

Represents 85,019 restricted

shares of common stock, in the form of restricted stock units, as described under the “ Gustavo Pereira de Aguiar Agreement ”

discussion below.

Pursuant to his employment agreement, Mr.

Bernier is eligible to receive bonuses provided at our discretion.

Bernier received (i) 1,456 fully vested shares of common stock as monthly

compensation from January 2023 to May 2023 and (iii) a grant of 5,600 restricted stock units which vest annually over four

years beginning June 1, 2024.

Tkachenko was appointed Vice President, Corporate

Strategy in September 2023 and the amount shown represents a pro-ration of his annual base salary of $420,000.

Represents 80,000 shares of common stock granted to Mr.

as a bonus during his consultancy period, prior to becoming an executive officer, and 40,533 shares issued pursuant to Mr.

Tkachenko’s employment agreement based on us achieving certain market capitalization milestones.

de Aguiar’s base salary of (i) $9,500 per month through August 31, 2023, and (ii) $15,000 per month, effective as of September

1, 2023, and through his resignation in July 2024.

Pursuant to his employment

agreement, Mr.

Pereira de Aguiar was entitled to a cash bonus tied to certain performance metrics.

Pereira de Aguiar resigned from the Company on July 17, 2024.

Tkachenko was appointed

Vice President, Corporate Strategy in September 2023 and the amount shown represents a pro-ration of his annual base salary of $420,000

for 2023 and full amount for 2024.

As described under “ Igor Tkachenko Agreement ,” below, beginning October 1, 2024, Mr.

salary is paid in shares of common stock.

In January 2025, Mr.

Tkachenko was issued 13,275 shares in payment of his salary earned from

October 1 through December 31, 2024.

80,000 shares of common stock granted to Mr.

Tkachenko as a bonus during his consultancy period, prior to becoming an executive

officer, and 40,533 shares issued pursuant to Mr.

Tkachenko’s employment agreement based on us achieving certain market

capitalization milestones that, in the aggregate, had a grant date fair value of $2,957,912.

The amount in the table also includes

$1,276,585 related to our contingent obligation to issue shares of common stock pursuant to Mr.

Tkachenko’s employment

agreement, as described under the “ Igor Tkachenko Agreement,” below .

This amount was calculated based on a

Monte Carlo Simulation valuation in accordance with FASB ASC Topic 718 as of the date of the employment agreement, including an

assumed 127,635 shares of common stock to be issued, as further described in Note 5 to the consolidated financial statements for the

year ended December 31, 2023, contained in our Amended 2023 Annual Report.

The Monte Carlo Simulation valuation performed on

December 31, 2023 was updated as of December 31, 2024, resulting in an increase in the assumed number of shares from 127,635 to

Such update did not result in any increase to the fair value previously calculated.

If we ultimately issue shares to Mr.

Tkachenko in excess of the amount

included in the assumptions used in the Monte Carlo Simulation valuation, we will report the value of such additional shares in the Summary

Compensation Table for the year in which such shares are actually issued.

Represents the monthly salary of $55,000 per month paid to Mr.

Talbot resigned from the Company on August 16, 2024.

Represents the fair value of the 83,000 shares of our common stock granted

to Summary Compensation Table

December 31, 2020, our Board approved an amendment and restatement of the employment agreement between us and Marc Fogassa,

our Chief Executive Officer (the “A&R Employment Agreement”).

Fogassa Agreement

December 31, 2020, our Board approved an amendment and restatement of the employment agreement between us and Mr.

Fogassa, our Chief Executive Officer (“A&R Employment

Under the A&R Employment agreement, Mr.

longer received a salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per

Instead, he was to be granted non-qualified stock options to purchase 33,333 shares of common stock at an

exercise price of $0.0075 per share.

Pursuant to the A&R Employment Agreement, Mr.

Fogassa is also entitled to incentive

compensation payable half in cash and half in fully vested shares of common stock upon achievement of certain book value metrics, as

set forth in the A&R Employment Agreement.

Fogassa no longer received a salary payable in cash, which under the terms

of the prior agreement was for an amount of $250,000 per annum.

Instead, he was to be granted non-qualified stock options on a monthly

basis to purchase 33,333 shares of common stock at an exercise price of $0.0075 per share.

Pursuant to the A&R Employment Agreement,

Fogassa is also entitled to incentive compensation payable half in cash and half in fully vested shares of common stock upon the achievement

of certain book value metrics, as set forth in the A&R Employment Agreement.

In December 2023, the Board approved Mr.

Fogassa receiving

stock option compensation on an annual, rather than monthly, basis.

In 2024, pursuant to Mr.

Fogassa’s election to receive options

to purchase shares of our common stock, Mr.

Fogassa was granted an annual award of stock options to purchase 399,966 shares of common

the A&R Employment Agreement, Mr.

Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary

residence out of the United States.

We shall pay all costs of reasonable medical, dental, vision, long-term disability, and

short-term disability to Mr.

Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by

Unless declined by Mr.

Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary residence

out of the United States.

We shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability

Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by Mr.

Fogassa is also entitled to an annual contribution by the Company of

the maximum amount allowable to a simplified employee pension plan (SEP-IRA).

Unless declined

Fogassa, we shall pay the annual premium costs of a life insurance policy for Mr.

Fogassa in the

amount of $5,000,000 for payment to his designated beneficiaries.

In the event of a termination of employment by us, we shall

immediately make a payment to Mr.

Fogassa equal to $500,000.

If upon the completion of a change of control, or other corporate

Fogassa is no longer our Chief Executive Officer, or the Chief Executive Officer of our new controlling

person, as the case may be, then we shall immediately make a payment to Mr.

Fogassa in the amount of $5,000,000 for payment

to his designated beneficiaries.

In the event of termination of employment by us, we shall immediately make a payment to Mr.

equal to $500,000.

If upon the completion of a change of control, or other corporate event, Mr.

Fogassa is no longer our Chief Executive

Officer, or the Chief Executive Officer of our new controlling person, as the case may be, then we shall immediately make a payment to

Fogassa equal to $2,000,000.

September 2021, the Board determined to allow Mr.

Fogassa, as his election, to receive monthly grants of stock options to purchase shares

of the Series D Convertible Preferred Stock in lieu of the options to purchase common stock as described above, and in 2023, Mr.

was granted stock options to purchase 2,500 shares of Series D Convertible

Preferred Stock each month.

In December 2023, the Board approved Mr.

receiving such stock option compensation on an annual, rather than monthly, basis.

Additionally, Mr.

Fogassa elected to begin again receiving

options to purchase shares of common stock, and in 2024, Mr.

Fogassa was granted an annual award of stock options to purchase 399,966

shares of common stock pursuant to these actions.

Gustavo Pereira

de Aguiar Agreement

March 15, 2022, Gustavo Pereira de Aguiar, our Chief Financial Officer, entered into an agreement with us, effective March

16, 2022 (the “Start Date”), pursuant to with Mr.

Aguiar is providing services to us (the “GPA Employment

Moreira de Miranda Agreement

July 23, 2024, we entered into an employment agreement with Tiago Miranda, our Chief Financial Officer that provides that in

consideration for his services as our Chief Financial Officer, Mr.

Miranda is entitled to:

(i) receive cash compensation of US$15,000 per month;

the opportunity, based on achieving certain specific performance metrics, to earn an annual performance bonus of up to US$45,000

and an annual discretionary bonus of up to US$15,000;

(iv) receive 40,000 time-based restricted stock units (“RSUs”) to be

granted pursuant to our 2023 Stock Incentive Plan, which shares will vest annually in four equal installments, with vesting period

starting the first month after his employment start date.

Additionally, if during the first 12 months of his employment, calculated

from his employment start date, Mr.

Miranda’s employment is terminated by us for any reason, 25% of his RSUs will vest

immediately upon termination.

Miranda receives separate compensation for supervising the internal accounting and other

financial-related functions for Atlas Critical Minerals, a subsidiary of Atlas Lithium.

Pereira de Aguiar Agreement

March 15, 2022, Gustavo Pereira de Aguiar, our former Chief Financial Officer, entered into an agreement with us, effective March

16, 2022 (“Start Date”), pursuant to which Mr.

Aguiar served as our Chief Financial Officer (the “GPA Employment

the GPA Employment Agreement, Mr.

Pereira de Aguiar received a signing bonus totaling $25,000,

and was entitled to base cash compensation of $9,500 per month and a maximum annual bonus of $45,000, with the amount

received conditioned on the filing by us, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC.

Further, on the

Start Date, for the purchase price of $1.00, Mr.

de Aguiar was to be granted 85,019 shares of common

stock that would vest over four years in four tranches.

In satisfaction of Mr.

Pereira de Aguiar’s right to receive

such shares, we have granted him an equity award in the form of 85,019 restricted stock units (“RSUs” and the RSU grant,

the “GPA RSU Grant”), which vests over four years in four tranches.

The first and the second tranche of the GPA RSU

Grant vested on March 16, 2023, and [March 15, 2024], respectively and Mr.

Pereira de Aguiar was issued 21,255 shares of our common

stock on each respective vesting date

agreement is terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by either party,

with prior written notice of thirty days to the other party;

Pereira de Aguiar received a signing bonus totaling $25,000, and was entitled to base cash

compensation of $9,500 per month and a maximum annual bonus of $45,000, with the amount received conditioned on the filing by us, on

an annual basis, of one Form 10-K and three Forms 10-Q with the SEC.

Further, on the Start Date, for the purchase price of $1.00,

Pereira de Aguiar was granted 85,019 restricted stock units (“RSUs” and the RSU grant, “GPA RSU

Grant”), which vests over four years in four tranches.

The first and the second tranche of the GPA RSU Grant vested on March

16, 2023, and March 16, 2024, respectively and Mr.

Pereira de Aguiar was issued 21,255 shares of our common stock on each

respective vesting date.

agreement was terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by either party, with

prior written notice of thirty days to the other party;

provided, that if Mr.

Pereira de Aguiar’s employment is

terminated for any reason by us other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested

immediately upon such termination.

The agreement provided for a payment of $60,000 if such termination occurred before the

first-year anniversary of the Start Date, and a payment of $30,000 if such termination occurred

before the second anniversary of the Start Date.

If we terminate the GPA Employment Agreement for gross negligence or willful malfeasance, then the

portion of the GPA Grant which is not yet vested shall be deemed to be forfeited.

2023, the Board approved certain amendments to Mr.

Pereira de Aguiar’s employment was terminated for

any reason by us other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested immediately upon

such termination.

The agreement provided for a payment of $60,000 if such termination occurred before the first-year anniversary of the

Start Date, and a payment of $30,000 if such termination occurred before the second anniversary of the Start Date.

December 2023, the Board approved certain amendments to Mr.

Pereira de Aguiar’s compensation, pursuant to which, (i) effective

September 1, 2023, he is entitled to a base salary of $15,000 per month, (ii) for calendar year 2024, Mr.

Pereira de Aguiar’s

performance-based bonus will entitle him to earn a cash payment equal to five times his then monthly salary upon the achievement of

certain goals related to his duties as Chief Financial Officer, and (iii) his GPA Grant was amended to provide for immediate vesting

upon a change in control.

Igor Tkachenko Agreement

30, 2023, we entered into an employment agreement with Igor Tkachenko that provides for

a term through December 31, 2026, subject to renewal by mutual consent.

September 1, 2023, he was entitled to a base salary of $15,000 per month, (ii) for calendar year 2024, Mr.

Pereira de Aguiar’s performance-based

bonus entitled him to earn a cash payment equal to five times his then monthly salary upon the achievement of certain goals related

to his duties as Chief Financial Officer, and (iii) his GPA Grant was amended to provide for immediate vesting upon a change in control.

July 17, 2024, Gustavo P.

Aguiar resigned as our Chief Financial Officer (serving as the principal financial and

accounting officer) and Treasurer.

Aguiar’s resignation was not due to any disagreement with us on any matter relating to our

operations, policies or practices.

Aguiar left to work with his father on a real estate business opportunity.

Tkachenko Agreement

September 30, 2023, we entered into an employment agreement with Igor Tkachenko that provides for a term through December 31, 2026, subject

to renewal by mutual consent.

The agreement provides that Mr.

Tkachenko will serve as our Vice

President of Corporate Strategy and will be entitled to a base salary of $420,000 per year.

Tkachenko will serve as our Vice President of Corporate Strategy and will

be entitled to a base salary of $420,000 per year.

Additionally, Mr.

Tkachenko will have the

right to receive shares of our common stock equal to 0.2% of the shares of common stock then outstanding when and if our market

capitalization reaches $200 million, $300 million, $400 million, $500 million, $600 million, $800 million and $1 billion.

The agreement

further provides that in the event that we undergo a change in control (as defined in our 2023 Stock Incentive Plan) and any of the foregoing

performance requirements have not been met, Mr.

Tkachenko will have the right to receive shares of our common stock

equal to 0.2% of the shares of common stock then outstanding when and if our market capitalization reaches $200 million, $300 million,

$400 million, $500 million, $600 million, $800 million and $1 billion.

The agreement further provides that in the event that we undergo

a change in control (as defined in our 2023 Stock Incentive Plan) and any of the foregoing performance requirements have not been met,

Tkachenko’s right to receive such shares will be accelerated.

The agreement also

contains a non-compete provision pursuant to which Mr.

Tkachenko has agreed not to engage in competitive activities during his employment

period and for a period of one year thereafter.

The agreement also contains a non-compete provision pursuant

Tkachenko has agreed not to engage in competitive activities during his employment period and for a period of one year thereafter.

On September 5, 2024, we entered into an Amendment to Employment Agreement

Tkachenko, effective on October 01, 2024, which provides for his base salary to be paid in monthly installments in shares of

our common stock.

The amendment further provides that the payments may revert back to cash payments by mutual agreement of the parties.

Talbot was appointed by the Board as Chief Operating Officer, effective

as of April 1, 2024.

In connection with his appointment as officer and director, the compensation to Mr.

Talbot consisted of (i) a monthly

salary of $55,000 and (ii) the following equity awards:

75,000 shares of our common stock;

10,000 time-based restricted stock units (“RSUs”), such awards to vest monthly in six equal installments;

50,000 performance-based RSUs, such awards to vest on the delivery of the Definitive Feasibility Study of our Neves lithium project.

On August 16, 2024, Mr.

Talbot resigned as an officer and director.

a result of the resignation, the 50,000 performance-based RSUs disclosed above were forfeited.

As of the date of his resignation, 7,500

performance-based RSUs vested and the vesting of an additional 500 performance-based RSUs was accelerated in connection with the resignation.

Equity Awards at Fiscal Year-End

following table provides information regarding equity awards held by the named executive officers that were outstanding as of December

of securities underlying unexercised options (#) exercisable

of securities underlying unexercised options (#) unexercisable

incentive plan awards:

Option awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#)

exercise price ($)

expiration date

of shares or units of stock that have not vested (#)

value of shares of units of stock that have not vested ($)

incentive plan awards:

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares of units of stock that have not vested ($)

Equity incentive plan awards:

Number of unearned shares, units or other rights that have not vested (#)

incentive plan awards:

Equity incentive plan awards:

Market or payout value of unearned shares, units or other rights that have not vested ($)(1)

Gustavo Aguiar

Tiago Miranda (2)

Igor Tkachenko (3)

Brian Bernier

All amounts are based on the closing price of our common stock on December 29, 2023, of $31.28.

restricted stock units, 21,255 of which vest on each of March 16, 2024,

and March 16, 2025, and 21,254 of which vest on

March 16, 2026 .

Gustavo Aguiar (4)

Brian Talbot (4)

amounts are based on the closing price of our common stock on December 31, 2024, of $6.33.

restricted stock units, 10,000 of which vest on each of July 23, 2025, July 23, 2026, July 23, 2027, and July 23, 2028.

the aggregate number of shares of our common stock that Mr.

Tkachenko is entitled to receive pursuant to his employment agreement,

if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1

Represents restricted stock units which vest over four

years in four equal tranches beginning June 1, 2024.

following table sets forth a summary of compensation for the fiscal year ended December 31, 2023, that we paid to each director

other than our Chief Executive Officer, whose compensation is fully reflected in the Summary Compensation Table set forth above.

do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

therefore, these columns have been omitted from the following table.

No other or additional compensation for services were paid to

any of the directors.

In December 2023, the Board of Directors approved a new compensation plan for directors, beginning in 2024,

pursuant to which each director shall receive options to purchase 10,000 shares of our common stock, which will vest monthly in

equal increments over a one-year period.

Stock Compensation ($) (1 )

Ambassador Roger Noriega

if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1 billion.

Carlo Simulation valuation performed on December 31, 2023, was updated based on December 31, 2024, indicators and the assumed number

of shares increased from 127,635 to 160,145, however there was no increase to the fair value previously calculated.

These former officers do not have any outstanding equity award at fiscal

following table sets forth a summary of compensation for the fiscal year ended December 31, 2024, that we paid to each director other

than our chief executive officer and our former chief operating officer, whose

compensation is fully reflected in the Summary Compensation Table set forth above.

We do not sponsor a pension benefits plan, a non-qualified

deferred compensation plan, or a non-equity incentive plan for directors;

therefore, these columns have been omitted from the following

No other or additional compensation for services was paid to any of the directors.

In December 2023, the Board of Directors approved

a new compensation program for directors, beginning in 2024, pursuant to which each director shall receive options to purchase 10,000 shares

of our common stock, which will vest monthly in equal increments over a one-year period.

Ambassador Roger

$ 312,705 (2)

Cassiopeia Olson, Esq.

$ 312,705 (2)

Petersen, CFA

amounts in these columns reflect the aggregate grant date fair values of shares of common stock and

stock options granted in 2023 to each director calculated in accordance with FASB ASC Topic 718.

Please see Note 5 to the

consolidated financial statements for the year ended December 31, 2023, contained in this Annual Report for the assumptions used in

the calculation of grant date fair value pursuant to FASB ASC Topic 718.

(2) Ambassador Noriega was party to a compensation arrangement with the Company pursuant to which he is entitled to receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise

price equal to $0.0075 per share.

September 15, 2021, our Board approved a change to the arrangement that allows Ambassador Noriega the choice to elect to receive the compensation in either options to purchase our common stock or to an equivalent number of

options to purchase Series D Convertible Preferred Stock.

In 2023, Ambassador Noriega received options to purchase 6,000 shares of Series D Convertible Preferred Stock pursuant

to this election.

All of such options were

exercised in 2023, and Ambassador Noriega converted the shares of Series D Convertible Preferred Stock were converted into shares of our

common stock.

The compensation arrangement with Ambassador Noriega was terminated

in connection with the approval of the new compensation plan for directors noted above .

Olson and Mr.

Petersen had the right to receive $6,000 in cash each for services as a director during 2023.

given a choice and opted to receive shares of our common stock at the then public market price instead of cash.

Beginning in 2024, Ms.

Olson and Mr.

Petersen will receive the compensation under the new compensation plan for directors

Compensation Plan

On May 25, 2023, the Board of Directors approved, and

our majority stockholder ratified and confirmed the adoption of the 2023 Stock Incentive Plan.

The table below sets forth certain information

as of December 31, 2023 , with respect

to the 2023 Stock Incentive Plan.

Plan Category

available for

column “(a)”)

Equity compensation plans approved

by security holders (2023 Stock Incentive Plan)

1,167,652 (i)

1,167,652 in restricted stock awards with common stock to be issued upon fulfillment of a variety of time, market and performance vesting

Includes only the weighted-average exercise price of the outstanding options, as the restricted stock awards have no associated exercise

Section 16(a) Reports

Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required

to report initial ownership of our common stock and any subsequent changes in ownership to the SEC.

Specific due dates have been established

by the SEC, and we are required to disclose in this Annual Report any failure to file required ownership reports by these dates.

solely upon a review of forms filed with the SEC and the written representations of such persons, we are aware of the following:

Nicholas Rowley filed a late Form 3 after being appointed as our Vice President, Business Development;

(ii) each of the following persons,

all of whom ceased to be officers subject to the reporting requirements of Section 16 in December 2023, failed to file two Forms 4, each

of which reported one transaction:

Brian Bernier, Joel de Paiva Monteiro, Volodymyr Myadzel, and Areli Nogueira da Silva Júnior;

(iii) Marc Fogassa reported five transactions-late, each of which should have been reported on a separate Form 4;

(iv) Stephen R.

failed to file three Forms 4, each reporting one transaction;

(v) Cassiopeia Olson failed to file one Form 4 reporting one transaction;

(vi) Roger Noriega filed three late Forms 4, each reporting one transaction.

All of the transactions that should have been reported on

a Form 4 have since been reported on a late year-end report on Form 5.

$ 312,705 (2)

Rodrigo Menck

$ 103,700 (3)

The amounts in these columns represent the grant date fair values of the

awards calculated in accordance with ASC Topic 718.

Please see Note 5 to the consolidated financial statements for the year ended December

31, 2024, contained in this Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic

Pursuant to our director compensation program, the directors were granted

10,000 non-qualified stock options for their services for the year ended December 31, 2024, which are subject to monthly vesting.

options allow the purchase of up to 10,000 shares of common stock at an exercise price of $0.0075 per share.

In connection with Mr.

Menck’s appointment as a director, the Compensation

Committee of the Board recommended, and the Board subsequently approved, compensation to Mr.

Menck consisting of 10,000 time-based restricted

stock units (“RSUs”), which shall vest monthly in six equal installments, beginning September 1, 2024, granted pursuant to

our 2023 Stock Incentive Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information known to us regarding beneficial ownership of our common stock and securities convertible

into our common stock within 60 days of the March 22, 2024 , by:

(i) each person who is known by us to own beneficially more than 5% of our outstanding common stock;

(ii) each named executive officer

and director;

and (iii) all officers and directors as a group.

As of March 22, 2024, there were 12,769,581 outstanding shares of our

common stock.

Compensation Plan Information

May 25, 2023, the Board of Directors approved, and our majority stockholder ratified and confirmed the adoption of the 2023 Stock

Incentive Plan.

The table below sets forth certain information with respect to the 2023 Stock

Incentive Plan as of December 31, 2024.

Plan Category

securities to be issued upon exercise of outstanding options, warrants, and rights issued under the plan (a)

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity

compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (2023 Stock Incentive Plan)

Equity compensation plans not approved by security holders

(i) Excludes restricted stock awards, awards of shares of common stock, as well

as RSUs, whether time-based or performance-based, as these awards do not have exercise prices associated with them.

Security Ownership of Certain

Beneficial Owners and Management

following table sets forth information known to us regarding beneficial ownership of our common stock as of March 10, 2025, and

including issued securities convertible into our common stock within 60 days of March 10, 2025, by:

(i) each person who is known by

us to own beneficially more than 5% of our outstanding common stock;

(ii) each named executive officer and director;

and (iii) all

executive officers and directors as a group.

As of March 10, 2025, there were 16,871,678 outstanding shares of our common

and Address of Beneficial

A Preferred Stock (3)

Directors and Named Executive

Common Stock (2)

Preferred Stock (3)

Combined Voting Power

Directors and Named Executive Officers:

Marc Fogassa (6)

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Cassiopeia Olson, Esq.

Petersen, CFA(9)

Gustavo Pereira de Aguiar

Stephen Petersen (9)

Rodrigo Menck (10)

Igor Tkachenko (11)

Tiago Miranda (12)

Gustavo Aguiar (15)

Brian Talbot (15)

All executive officers and directors (7 persons) (13)

Over 5% Stockholders:

Antonis Palikrousis (11)

The mailing address of each of the officers and directors as set forth

above is c/o Atlas Lithium Corporation,1200 N.

Federal Hwy, Suite 200, Boca Raton, Florida 33432, United States.

The mailing address

of Antonis Palikrousis is Flat 507, Sunlight Tower Amin Bin, Yasir Street, Al Qasmiya Sharjah, United Arab Emirates.

Each share of common stock is entitled to one vote.

The Certificate of Designations, Preferences and Rights of Series A

Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and

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

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

of Series A Preferred then outstanding, and the holders of common stock are entitled to their proportional share of the remaining

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

The one share of Series A Preferred is convertible into one share of

common stock and may be converted at any time at the election of the holder.

The one issued and outstanding share of Series A Preferred has been held by Marc Fogassa since 2012.

Represents shares and rights on an as converted to common stock

percentage of voting power of our common stock and Series A Preferred (on an as converted basis) voting together as a single class.

As of March 27, 2024, 12,769,581 shares of our common stock were issued and outstanding, and one share of our Series A Preferred

was issued and outstanding.

of 4,400,638 shares of our common stock owned by Marc Fogassa and his affiliates, 16,328 shares of common stock earned by Mr.

Fogassa in respect of our performance in 2023 and contractually owed pursuant to his December 2020 employment agreement, which he

has the right to receive within 60 days;

166,665 shares of common stock underlying compensatory vested stock options and stock

options that will vest within 60 days;

and 1 share of Series A Preferred which Mr.

Fogassa has held since 2012.

of 387,201 shares of common stock and 4,167 shares underlying vested stock options and stock options that will vest within 60 days.

Consists of 1,071 shares of common stock and 14,833 shares of common stock underlying vested stock options

and stock options that will vest within 60 days.

Consists of 34,308 shares of common stock and 4,167 shares of common stock underlying vested stock options

and stock options that will vest within 60 days.

Consists of 5,068,761 shares of common stock, 277,415 shares of common stock underlying options and contractual compensation,

and 1 share of Series A Preferred.

Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2024, by Mr.

Mitsui & Co., Ltd.

mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 1200 N.

Suite 200, Boca Raton, FL 33432.

share of common stock is entitled to one vote.

Certificate of Designations, Preferences and Rights of 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 common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all such matters

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

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

The one share of Series

A Preferred Stock is convertible into one share of common stock and may be converted at any time at the election of the holder.

one issued and outstanding share of Series A Preferred Stock has been held by Mr.

Fogassa since 2012.

shares and rights on an as converted to common stock basis.

percentage of voting power of our common stock and Series A Preferred.

As of March 10, 2025, 16,871,678 shares of our common stock were issued and outstanding, and one share of our Series A Preferred was

issued and outstanding.

Consists of 4,823,686

shares of our common stock owned by Mr.

Fogassa and his affiliates, 166,665 shares of our common stock underlying compensatory

vested stock options and stock options that will vest within 60 days;

and 1 share of Series A Preferred Stock which Mr.

held since 2012.

Consists of 380,201 shares

of our common stock and 14,167 shares of our common stock underlying vested stock options and stock options that will vest within 60

Consists of 1,071 shares

of our common stock and 24,833 shares of our common stock underlying vested stock options and stock options that will vest within 60

Consists of 42,308 of our

common stock, and 14,167 shares of our common stock underlying vested stock options and stock options that will vest within 60

Consists of 1,450 shares

of common stock and 10,000 shares of our common stock underlying vested stock options and stock options that will vest within 60

Consists of 192,530 shares

of common stock and 11,177 shares earned via contractual compensation which will be issued within 60 days.

Consists of 231 shares

of common stock;

Miranda will qualify for the first tranche of his stock-based compensation on July 23, 2025, the first anniversary

of his employment at Atlas Lithium.

Includes 245,175 shares of our common stock which are issuable pertaining to vested stock options, earned contractual

compensation, and stock options that will vest within 60 days.

According to Mitsui’s Schedule 13D filed with the SEC on April 10,

2024, Mitsui has sole voting power with respect to 1,871,250 shares, shared voting power with respect to no shares, sole dispositive power

with respect to 1,871,250 shares and shared dispositive power with respect to no shares.

Mitsui’s address is 2-1, Otemachi 1-chome,

Chiyoda-ku Tokyo 100-8631, Japan.

We do not have information regarding the beneficial ownership of Mr.

Talbot as of March 10, 2025.

However, the amounts held by Mr.

Aguiar and Mr.

Talbot based on information available to the Company

as of July 17, 2024 and August 16, 2024 (which are the dates of the individuals’ resignations from the Company) were respectively

42,510 and 83,000 shares of our common stock.

Certain Relationships and Related Transactions, and Director Independence.

November 7, 2023, we entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Martin Rowley

relating to the issuance to Martin Rowley (along with other experienced lithium investors) of convertible promissory notes which accrue

with Subsidiaries

further described in the notes to the financial statements included herein, we hold a 32.70% equity interest in Atlas Critical Minerals

as of December 31, 2024.

the year ended December 31, 2024, prior to the acquisition of Apollo Resources Corporation (“Apollo Resources”) by Atlas

Critical Minerals, Apollo Resources granted Mr.

Fogassa as contractual compensation options to purchase an aggregate of 90,000 shares

of its common stock.

Such options corresponded to the period between January 1, 2024, to June 30, 2024.

The options issued in 2024 were

valued at $134,407 in total.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

our stock price on date of grant $6,00, a strike price of $0.01, illiquidity discount of 75%, expected dividend yield of 0%, annualized

volatility of 16,61% to 17,41%, risk-free interest rate of 3.88% to 4.64%, and an expected term of five to ten years.

outstanding options to purchase shares of Apollo Resources’ common stock were exercised before the merger with Atlas Critical Minerals.

the year ended December 31, 2024, Atlas Critical Minerals granted Mr.

Fogassa as contractual compensation options to purchase an aggregate

of 210,000 shares of its common stock.

Such options corresponded to the period between January 1, 2024, to June 30, 2024.

issued in 2024 were valued at $41,938 in total.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

our stock price on date of grant $0.74 to $1.00, a strike price of $0.01 to $1.00, illiquidity discount of 75%,

expected dividend yield of 0%, annualized volatility of 241% to 312%, risk-free interest rate of 3.88% to 4.64%, and an expected term

of five to ten years.

June 26, 2024, Atlas Critical Minerals amended the employment agreement with Mr.

Fogassa for its Chief Executive Officer position, effective on July

1, 2024 (“Amended ACM Agreement”).

Under the Amended ACM Agreement, Mr.

Fogassa is entitled to receive monthly compensation

of $25,000 to be paid in cash or in shares of Atlas Critical Minerals’ common stock and an annual incentive compensation equivalent

to 4% of our outstanding common stock count as of January 1.

Prior to the amendment, Mr.

Fogassa was already entitled to a monthly fee

of $25,000 and received 35,000 options to acquire shares of Atlas Critical Minerals’ common stock with exercise prices varying from

$0.01 to $1.00 per share.

of our directors, Rodrigo Menck, has also served as the Chief Financial Officer of Atlas Critical Minerals since September 2024.

In connection

with his appointment to that role on September 18, 2024, Mr.

Menck is entitled to receive a monthly

fee of $15,000 and was granted 50,000 time-based restricted stock units which shall vest in increments of 25% annually over a period of

four years from the date of grant.

Atlas Critical Minerals entered into an agreement with our Chief Financial

Officer, Tiago Miranda, through which he agreed to supervise the internal accounting and other financial-related functions of the subsidiary.

Atlas Critical Minerals directly pays to him a monthly fee of $7,500.

Atlas Critical Minerals also issued to Mr.

Miranda options to acquire

shares of its common stock equivalent to 1% of its outstanding common stock count at the moment of the issuance.

with Former Related Parties

On November 7, 2023, we entered into a Convertible Note Purchase Agreement (“Purchase Agreement”) with

Martin Rowley relating to the issuance to Martin Rowley (along with other investors) of convertible promissory notes which accrue

interest at a rate of 6.5% per annum (each a “Note”).

Pursuant to the Purchase Agreement, Mr.

Rowley purchased an aggregate

of $ 10,000,000 of the Notes.

The Notes are convertible into shares of our common stock at an exercise price of $28.225 and will

mature on November 24, 2026.

Martin Rowley is a senior advisor to us and is the father of Nicholas Rowley, our

Vice President, Business Development.

On September 22, 2023, we entered into a Lead Advisory Services Agreement with Martin Rowley, through which Mr.

Rowley has been providing advisory services to us.

Martin Rowley purchased an

aggregate of $10,000,000 of the Notes.

The Notes are convertible into shares of our common stock at an exercise price of $28.225 and

will mature on November 24, 2026.

Martin Rowley served as a senior advisor to us until August 16, 2024 and is the father of Nicholas

Rowley, a former officer.

International DMCC :

On September 22, 2023, we entered into a Lead Advisory Services Agreement with Martin Rowley, through which

Martin Rowley previously provided advisory services to us.

The agreement contemplates the issuance of up to 100,000 restricted

share units upon achievement of certain milestones set forth in the agreement.

Martin Rowley is the father of Nicholas Rowley,

our Vice President, Business Development.

17, 2023, we entered into a Technical Services Agreement for mining engineering, planning and business development services with RTEK

International DMCC (“RTEK”), an entity controlled by Nick Rowley, our Vice President, Business Development, and Brian Talbot,

our Chief Operating Officer effective as of April 1, 2024.

Martin Rowley is the father of Nicholas Rowley, a former officer.

July 17, 2023, we entered into a Technical Services Agreement for mining engineering, planning and business development services with

RTEK International DMCC (“RTEK”), an entity controlled by Nicholas Rowley and Brian

Talbot, a former officer and director.

The agreement provides for the payment by us of an estimated amount of $1,449,000

and the issuance of up to 410,000 restricted share units of our common stock, depending on the achievement of certain milestones.

of December 31 2023, we had payment payments to RTEK in the amount of $1,449,000.

described in the notes to the financial statements included herein, we hold a 58.71% equity interest in Apollo Resources and a 27.42% equity interest in Jupiter Gold.

During the year ended December 31,

2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Marc Fogassa at a price of

$0.01 per share.

The options were valued at $235,034 and recorded to stock-based compensation.

The options were valued using the

Black-Scholes option pricing model with the following average assumptions:

Apollo Resources’ common stock price on the date of

the grants ($5.00 to $6.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between

17.41% and 57.96%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term of 10 years.

As of December 31,

2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an

average exercise price of $0.01 and an aggregated intrinsic value of $2,425,950.

During the year ended December 31,

2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging

between $0.01 to $1.00 per share.

The options were valued at $115,038 and recorded to stock-based compensation.

The options were

valued using the Black-Scholes option pricing model with the following average assumptions:

Jupiter Gold’s common stock price

on the date of the grant ($0.65 to $2.10), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility

calculated between 268% and 364%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term between 5 and 10

During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options at a $0.98 weighted average

exercise price.

These exercises were paid for with 386,420 options conceded in cashless exercises.

As a result of the options

exercised, Jupiter Gold issued 728,580 shares of its common stock to Marc Fogassa.

Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent”

as such term is defined with respect to directors by the Nasdaq Stock Market Rules.

Please refer to our disclosures in “Overview

of Corporate Governance” and “Committees of our Board of Directors” for a more detailed discussion on these topics.

August 16, 2024, the parties further amended and restated the Technical Services Agreement (“Second A&R RTEK

Agreement”) in order to, among other things:

(i) revise and amend the Stage Two Budget and revise the terms of service with

respect to the Phase Two Services (each, as described in the Second A&R RTEK Agreement);

(ii) form an operations committee

tasked with ensuring progress toward our goals under such agreement;

and (iii) issue to RTEK additional RSUs with aggregate value of

up to $5.0 million, subject to RTEK’s achievement of certain milestones and performance criteria.

There is currently a contract dispute with respect to the Second A&R

RTEK Agreement.

For additional information, please see our risk factor “ 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 ” on page 16 of this Annual Report, and “ Note 7 – Related Party Transactions—Technical Services Agreement .”

Our Board of Directors has determined that Ambassador

Roger Noriega, Cassiopeia Olson, Esq., and Stephen Petersen, CFA are “independent” as such term is defined with respect to

directors by the Nasdaq Stock Market Rules.

Please refer to our disclosures in “Overview of Corporate Governance” and “Committees

of our Board of Directors” for a more detailed discussion on these topics.

Principal Accounting Fees and Services.

following table presents fees for professional audit services and other services rendered to us by BF Borgers CPA PC (“Borgers”)

for our fiscal years ended December 31, 2023, and 2022.

following table presents fees for professional audit services and other services rendered to us by Pipara relating to our fiscal years

ended December 31, 2024, and 2023 respectively.

Audit Fees (1)

2 unchanged sentences

“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial

statements, review of our quarterly financial statements, and services that are normally provided by Borgers in connection with statutory

statements, review of our quarterly financial statements, and services that are normally provided by Pipara in connection with statutory

and regulatory filings or engagements.

“Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are

reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under

“Audit Fees.”

“Tax Fees” consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax

There were no such fees billed by Borges during the last two fiscal years.

“Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably

related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

“Tax Fees” consist of fees billed for professional services rendered by Pipara for tax compliance, tax advice and tax planning.

There were no such fees billed by auditors during the last two fiscal years.

“All Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related

Fees, and Tax Fees.

There were no such fees billed by Borges during the last two fiscal years.

There were no such fees billed by Pipara during the last two fiscal years.

Policies and Procedures

services performed by, and fees paid to, Borgers for our fiscal years ended December 31, 2023, and 2022 were approved by

our Audit Committee.

Before Borgers is engaged to perform services, the engagement is approved by our Audit Committee .

services performed by, and fees paid to, Pipara for our fiscal years ended December 31, 2024, and 2023 were approved by our Audit Committee.

Before Pipara is engaged to perform services, the engagement is approved by our Audit Committee.

Exhibits, Financial Statement Schedules

16 unchanged sentences

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of Atlas Lithium Corporation.

the Shareholders and the Board of Directors of Atlas Lithium Corporation (ATLX)

on the Financial Statements

have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation as of December 31, 2023 and 2022, the related

statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation (ATLX) and its subsidiaries (the ‘Company’)

as of December 31, 2024, and 2023, the related statements of income, changes in stockholders’ equity, and cash flows for each of

the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “Consolidated financial

statements”).

In our opinion, based on our audit, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each

of the two years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

1 unchanged sentence

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

4 unchanged sentences

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Accordingly, no such opinion is expressed.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

2 unchanged sentences

determined that there are no critical audit matters.

BF Borgers CPA PC (PCAOB ID 5041 )

Pipara & Co LLP ( 6841 )

have served as the Company’s auditor since 2024

Ahmedabad, India

March 14, 2025

LITHIUM CORPORATION

1 unchanged sentence

31, 2024 and December 31, 2023

and cash equivalents

and other current assets

current assets

Cash and cash

Accounts receivable

Taxes recoverable

and other current assets

Total current assets

Property and equipment,

Intangible assets, net

Right of use assets - operating

LIABILITIES AND STOCKHOLDERS’

and equipment, net

of use assets - operating leases, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

lease liabilities

current liabilities

Accounts payable and accrued

Derivative liabilities

Convertible Debt

Related party notes and other payables

current liabilities

lease liabilities

Total current liabilities

Convertible Debt

Operating lease liabilities

Deferred consideration

from royalties sold

consideration from royalties sold

noncurrent liabilities

Total liabilities

Stockholders’ Equity:

Series A preferred stock, $ 0.001 par value.

Stockholders’

A preferred stock, $ 0.001 par value.

1 share authorized;

1 share issued and outstanding as of December 31, 2024 and December 31,

Series D preferred stock,

$ 0.001 par value.

1,000,000 shares authorized;

0 and 214,006 issued and outstanding as of December 31, 2023 and December 31, 2022,

Preferred stock, value

Common stock, $ 0.001 par value.

and 4,000,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively and 12,763,581 and 5,110,014 shares

stock, $ 0.001 par

200,000,000 and 200,000,000 shares

authorized as of December 31, 2024 and December 31, 2023, respectively and 16,014,742 and 12,763,581 shares

issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated other comprehensive

( 1,119,771 )

paid-in capital

other comprehensive loss

Adjustment of the Valuation of Fin.

( 144,410,340

( 102,822,123

Total Atlas Lithium

Atlas Lithium Co.

stockholders’ equity

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

the twelve months ending December 31, 2023 and 2022

the Twelve Months Ended December 31, 2024 and 2023

months ending December 31

Cost of revenue

Operating expenses

General and administrative expenses

Stock-based compensation

Gross revenues

Sales deductions

$ ( 401,437 )

and administrative expenses

operating expenses

Loss from operations

from operations

( 43,858,245 )

( 42,106,732 )

Other expense (income)

Fair value adjustments,

expense (income)

value adjustments, net (income)

costs (revenue)

other expense

before provision for income taxes

before income taxes

( 44,394,299 )

( 41,990,016 )

Provision for income taxes

( 44,413,222 )

6 unchanged sentences

$ ( 40,768,275 )

Basic and diluted loss per share

and diluted loss per share

loss per share attributable to Atlas Lithium Corporation common stockholders

Weighted-average number of common shares outstanding:

Basic and diluted

Comprehensive loss:

Weighted-average

number of common shares outstanding:

Comprehensive

$ ( 44,413,222

1 unchanged sentence

currency translation adjustment

Comprehensive loss

Comprehensive

( 44,454,383 )

12 unchanged sentences

the Twelve Months Ended December 31, 2024 and 2023

A Preferred Stock

D Preferred Stock

Preferred Stock

Comprehensive

Adjustment of the Valuation of Fin.

Noncontrolling

3 unchanged sentences

$ ( 212,239 )

Issuance of common stock in

connection with sales made

under private offerings

Issuance of common stock in

connection with purchase

of mining rights

Exercise of warrants

Stock based compensation

Change in foreign currency

Sale of Jupiter Gold common

stock in connection with

equity offerings

Sale of Apollo Resources common

stock in connection with

equity offerings

of common stock in connection with sales made under

private offerings

of common stock in connection with purchase of mining

of options into Series D preferred stock

of Convertible Preferred D stock into Common Stock

changes in Noncontrolling interest

( 1,662,154 )

of option issued

based compensation

in foreign currency translation

( 40,768,275 )

( 1,221,741 )

Balance, December 31,

( 41,990,016 )

December 31, 2023

$ 110,195,978

A Preferred Stock

D Preferred Stock

Comprehensive

$ ( 138,829 )

$ ( 102,822,123 )

Preferred Stock

Other Comprehensive

Adjustment of the Valuation of Fin.

Noncontrolling

Stockholders’

Balance, December

December 31, 2023

$ 110,195,978

2 unchanged sentences

$ 110,195,978

Issuance of common stock in

connection with sales made

under private offerings

Issuance of common stock in

connection with sales made under private offerings

Issuance of common stock in

connection with purchase

of mining rights

Issuance of common stock in

connection with purchase of mining rights

Issuance of common stock in

exchange for consulting, professional

and other services

Issuance of common stock in

exchange for consulting, professional and other services

Exercise of options into Series

D preferred stock

Conversion of Convertible Preferred

D stock into Common Stock

Exercise of warrants

Stock based compensation

Change in foreign currency

Sale of Apollo Resources

common stock in connection with equity offerings

$ ( 138,829 )

$ ( 102,822,123 )

of common stock in connection with sales made under

private offerings

of common stock in exchange for consulting, professional and

other services

based compensation

of the Valuation of Fin.

changes in Noncontrolling interest

in foreign currency translation

( 42,241,196 )

Balance, December 31,

( 2,172,026 )

( 44,413,222 )

December 31, 2024

$ 166,110,916

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$ ( 144,410,340 )

$ 166,110,916

$ ( 179,990 )

$ ( 278,820 )

$ ( 144,410,340 )

accompanying notes are an integral part of the consolidated financial statements.

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the Twelve Months Ended December 31, 2024 and 2023

months ending December 31

Cash flows from operating activities of continuing

flows from operating activities of continuing operations:

$ ( 44,413,222 )

( 41,990,016 )

Adjustments to reconcile

net loss to cash used in operating activities:

Stock based compensation

Issuance of common stock

in connection with purchase of mining rights

Depreciation and amortization

Interest expense

Fair value adjustments

Intangible assets purchase

to reconcile net loss to cash used in operating activities:

based compensation and services

and amortization

value adjustments

Write off property and equipment

non-cash expenses

on FOREX transactions

in operating assets and liabilities:

and trade receivable

( 1,683,632 )

General provisions

Other non-cash expenses

Changes in operating assets

and liabilities:

Accounts receivable

Taxes recoverable

Deposits and advances

Accounts payable and accrued

Deferred consideration

from royalties sold

consideration from royalties sold

noncurrent liabilities

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( 5,962,602 )

Cash flows from investing activities:

Acquisition of capital

flows from investing activities:

of capital assets

( 22,441,552 )

in intangible assets

( 7,935,894 )

Exploration costs

( 4,496,977 )

in intangible assets

cash used in investing activities

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( 7,970,172 )

Cash flows from financing activities:

Net proceeds from sale

of common stock

flows from financing activities:

proceeds from sale of common stock

Net proceeds from sale of common stock of subsidiaries

received upon issuance of debt

used in payment of debt

cash provided by financing activities

Effect of exchange rates

on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

of exchange rates on cash and cash equivalents

increase (decrease) in cash and cash equivalents

( 14,012,451 )

and cash equivalents at beginning of period

and cash equivalents at end of period

accompanying notes are an integral part of the consolidated financial statements.

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of Presentation and Principles of Consolidation

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) and are expressed in United States dollars.

For the years ended December 31, 2023 and 2022, the

consolidated financial statements include the accounts of the Company;

its 99.9 % owned subsidiary, Atlas Litio Brasil Ltda.

its 58.71 % equity interest in Apollo Resources Corporation (“Apollo

Resources”) and its subsidiaries Mineração Apollo, Ltda., Mineração Duas Barras Ltda.

and RST Recursos Minerais Ltda.

and its 27.42 % equity interest in Jupiter Gold Corporation (“Jupiter Gold”),

which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda.

The Company has concluded that

Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable

accounting standards and guidance.

As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been

included in the Company’s consolidated financial statements.

For the years ended December 31, 2024 and

2023, the consolidated financial statements include the accounts of the Company;

(i) its 100 %

owned subsidiary Atlas Lithium Limited and its subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”);

(ii) its 100 %

owned subsidiary Athena Mineral Resources Corporation and its subsidiary Athena Litio Ltda;

(iii) its 100 %

owned subsidiary Brazil Mineral Resources Corporation and its subsidiary Atlas Recursos Minerais;

(iv) its 32.70 %

equity interest in Atlas Critical Minerals and its subsidiaries Mineração Apollo

Ltda., Mineração Duas Barras Ltda.

(“MDB”), RST Recursos Minerais Ltda.

Mineração Jupiter Ltda.

We have concluded that Atlas Critical Minerals and its subsidiaries

are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance.

As such, the accounts

and results of Atlas Critical Minerals and their subsidiaries have been included in our consolidated financial statements.

material intercompany accounts and transactions have been eliminated in consolidation.

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Accounting Pronouncements

Standards Updates Adopted

March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04

(“ASU 2020-04”), Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting,

which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused

by reference rate reform.

In January 2021, ASU 2021-01, Reference Rate Reform (Topic 848):

Scope was issued which broadened the scope

of ASU 2020-04 to include certain derivative instruments.

In December 2022, ASU 2022-06, Reference Rate Reform (Topic 848):

of the Sunset Date of Topic 848, was issued which deferred the sunset date of ASU 2020-04.

The guidance is effective for all entities

as of March 12, 2020 through December 31, 2024.

The guidance may be adopted over time as reference rate reform activities occur and should

be applied on a prospective basis.

have been no significant effects that may impact its financial statements and we do not believe that there are any other new

pronouncements that have been issued that might have a material impact on its financial position or results of

Standards Updates to Become Effective in Future Period

August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial

Measurement, which clarifies the business combination accounting for joint venture formations.

The amendments in the ASU seek to reduce

diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures

in separate financial statements.

The amendments also seek to clarify the initial measurement of joint venture net assets, including

businesses contributed to a joint venture.

The guidance is applicable to all entities involved in the formation of a joint venture.

amendments are effective for all joint venture formations with a formation date on or after January 1, 2025.

Early adoption and retrospective

application of the amendments are permitted.

We do not expect adoption of the new guidance to have a material impact on our consolidated

financial statements and disclosures.

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not

believe that there are any other new pronouncements that have been issued that might have a material impact on our financial position

or results of operations except as noted below:

August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, Business Combinations - Joint Venture

Formations (Subtopic 805-60):

Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture

The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding

the accounting for the formation of joint ventures in separate financial statements.

The amendments also seek to clarify the initial

measurement of joint venture net assets, including businesses contributed to a joint venture.

The guidance is applicable to all entities

involved in the formation of a joint venture.

The amendments are effective for all joint venture formations with a formation date on

or after January 1, 2025.

Early adoption and retrospective application of the amendments are permitted.

We do not expect the adoption of

the new guidance to have a material impact on our consolidated financial statements and disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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is permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

Management does not expect this new guidance to have any impact on our consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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are permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

We do not expect the adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in this update require disclosure, in the notes to financial

statements, of specified information about certain costs and expenses.

The amendments in this update are effective for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We will analyze the impacts of this update in the upcoming years, and we do not anticipate adopting the update early.

November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions

of Convertible Debt Instruments.

FASB issued this update to improve the relevance and consistency in application of the induced conversion

guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options.

The amendments in this update clarify the requirements

for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendments

in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods

within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.

Management does not expect this new guidance to have any impact on our consolidated financial statements.

Value of Financial Instruments

Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure.

We follow the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an

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Observable inputs are inputs market participants would use in valuing the asset or liability

and are developed based on market data obtained from sources independent of our Company.

Unobservable inputs are inputs that reflect

our Company’s assumptions about the factors market participants would use in valuing the asset or liability.

The guidance establishes

three levels of inputs that may be used to measure fair value:

and are developed based on market data obtained from sources independent of us.

Unobservable inputs are inputs that reflect our assumptions about

the factors market participants would use in valuing the asset or liability.

The guidance establishes three levels of inputs that may

be used to measure fair value:

Observable inputs such as quoted prices in active markets.

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Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

of December 31, 2023, and 2022, the Company’s derivative liabilities were considered a level 2 liability.

See Note 2 for a discussion

regarding the determination of the fair market value.

The Company does not have any level 3 assets or liabilities.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other

of December 31, 2024, and 2023, our derivative liabilities were considered a level 2 liability.

Note 2 for a discussion regarding the determination of the fair market value.

We do not have any level 3 assets or liabilities.

Our financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other

current assets, accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities

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and Cash Equivalents

Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent

that the funds are not being held for investment purposes.

The Company’s bank accounts are deposited in FDIC insured institutions.

We consider all highly liquid instruments purchased with a maturity of

three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes.

Our bank accounts

are deposited in FDIC insured institutions.

Funds held in U.S.

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into approximately $ 40,373 as of December 31, 2024).

receivable are customer obligations due under normal trade terms which are recorded at net realizable value.

The Company establishes

an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables.

A considerable

amount of judgment is required in assessing the amount of the allowance.

The Company makes judgments about the creditworthiness of each

customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the

receivable are customer obligations due under normal trade terms which

are recorded at net realizable value.

We establish an allowance for doubtful accounts based on management’s assessment of the collectability

of trade receivables.

A considerable amount of judgment is required in assessing the amount of the allowance.

We make judgments about the creditworthiness of each

customer based on ongoing credit evaluations and monitor current economic trends that might impact the level of credit losses in the

If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance

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of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected.

the Company’s actual collection experience changes, revisions to its allowance may be required.

If our actual collection experience changes, revisions to our allowance may be required.

After all attempts to collect a

receivable have failed, the receivable is written off against the allowance.

Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian

We value our inventories in accordance with

ASC 330 - Inventory, which requires that inventories be valued at the lower of cost or market.

The cost of inventories is determined using

the weighted average cost method.

We record a receivable for value added taxes recoverable from Brazilian authorities on goods and services purchased by our Brazilian

subsidiaries.

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life of five years ;

and computer and other office equipment over an estimated useful life of five years .

and computers and other office equipment over an estimated useful life of five years .

Properties and Mineral Rights

of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

Mineral property acquisition costs,

including licenses and lease payments, are capitalized.

Although the Company has taken steps to verify title to mineral properties in

which it has an interest, these procedures do not guarantee the Company’s rights.

Such properties may be subject to prior agreements

or transfers and title may be affected by undetected defects.

costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or

capitalized, such as to assist with mine planning within a reserve area.

Whether to capitalize an exploration cost or incur an expense

also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable

and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets.

of the mineral interest is amortized on a units-of-production basis.

received on the sale of interests in exploration and evaluation assets are credited to the incurred exploration and evaluation expenditures,

with any excess included in operations.

Write-downs due to impairment in value are charged to profit or loss.

losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows

estimated to be generated by those assets are less than the assets’ carrying amount.

As of December 31, 2023 and 2022, the Company

As of December 31, 2024, and 2023, we

did not recognize any impairment losses related to mineral properties held.

Intangible Assets

Mineral properties are amortized throughout the life

of the property based on an units-of-production method.

intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded

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cost approach are used to measure fair value.

Intangible assets consist of mineral rights awarded by the Brazilian national mining department

and held by the Company’s subsidiaries.

Intangible assets consist of software acquired.

of Intangible Assets with Indefinite Useful Lives

Company accounts for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles –

We account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles –

Goodwill and Other (“ASC 350”).

ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized,

but instead be evaluated for impairment at least annually.

ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized but instead be evaluated for impairment at least annually.

On an annual basis, in the fourth quarter of the fiscal year, management reviews

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overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups.

applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making

applied when performing the quantitative analysis include estimating future cash flows, determining appropriate discount rates and making

other assumptions.

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of Long-Lived Assets

long-lived assets, such as property and equipment and intangible assets subject to amortization, the Company continually monitors events

and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes

in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value

of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less than

the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair

value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes in circumstances

that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances are present,

we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted

expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment

loss based on the excess of the carrying amount over the fair value of the assets.

Assets to be disposed of are reported at the lower

of the carrying amount or the fair value less costs to sell.

Interest Entities

Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company

has other variable interests in is considered a variable interest entity.

The Company consolidates VIEs when it is the primary beneficiary.

We determine at the inception of each arrangement whether an entity in

which we hold an investment or in which we have other variable interests in is considered a variable interest entity.

We consolidate VIEs

when we are the primary beneficiary.

The primary beneficiary of a VIE is the party that meets both of the following criteria:

(1) has the power to make decisions that most

significantly affect the economic performance of the VIE;

and (2) has the obligation to absorb losses or the right to receive benefits

that in either case could potentially be significant to the VIE.

Periodically, the Company assesses whether any changes in the interest

or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the

primary beneficiary.

If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity

method or cost method in accordance with the applicable GAAP.

Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards

and guidance;

and although the operations of Apollo Resources and Jupiter Gold are independent of the Company, through governance rights,

the Company has the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold.

Therefore, the Company

concluded that it is the primary beneficiary of both Apollo Resources and Jupiter Gold.

Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

the power to make decisions that most significantly affect the economic performance of the VIE;

and (2) has the obligation to absorb losses

or the right to receive benefits that in either case could potentially be significant to the VIE.

Periodically, we assess whether any

changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether

we are the primary beneficiary.

If we are not the primary beneficiary in a VIE, we account for the investment under the equity method

or cost method in accordance with the applicable GAAP.

We have concluded that Atlas Critical Minerals and its subsidiaries are

VIEs in accordance with applicable accounting standards and guidance;

and although the operations of Atlas Critical Minerals are independent

of us, through governance rights, we have the power to direct the activities that are most significant to Atlas Critical Minerals.

we concluded that we are the primary beneficiary of Atlas Critical Minerals.

We recognize revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The core principle of

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cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

transaction price is allocated to each performance obligation on a relative standalone selling price basis.

transaction price is allocated to each performance obligation on a relatively standalone selling price basis.

transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in

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within costs of goods sold are costs of production such as diesel fuel, labor, and transportation.

Company measures and records stock-based compensation expense in accordance with ASC Topic 718 for share-based payments related to stock

We measure and record stock-based compensation expenses in accordance with ASC Topic 718 for share-based payments related to stock

options, restricted stock, and performance-based awards granted to certain directors, employees and consultants.

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determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to

Expected volatility for stock options is based on the historical and implied volatility of the Company’s common stock

while the volatility for restricted stock awards with a market condition is based on the historical volatility of the Company’s

own stock and the stock of companies within our defined peer group.

Expected volatility for stock options is based on the historical and implied volatility of our common stock while the volatility for restricted stock awards with

a market condition is based on the historical volatility of our own stock and the stock of companies within our defined peer group.

changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s

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may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

accordance with ASC 470, Debt (“ASC 470”) the Company records its Convertible Notes at the aggregate principal amount,

less discount.

The Company amortizes the debt discount over the life of the convertible notes as an additional non-cash interest expense

utilizing the effective interest method.

accordance with ASC 470, Debt (“ASC 470”) we record

our Convertible Notes at the aggregate principal amount, less discount.

We amortize the debt discount over the life of the convertible

notes as an additional non-cash interest expense utilizing the effective interest method.

Refer to Note 2 for additional information.

The Company evaluates its convertible debt, warrants or other contracts

to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance

with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting Standards Codification.

The result of this accounting treatment is

that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded

as a liability.

The change in fair value is recorded in the Statement of Operations as a component of other income or expense.

Upon conversion

or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified

In circumstances where the embedded conversion option in a convertible

instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are

required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Equity instruments that are initially

classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the

reclassification date.

Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether

net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Company’s foreign subsidiaries use a local currency as the functional currency.

Resulting translation gains or losses are recognized

as a component of accumulated other comprehensive income.

Transaction gains or losses related to balances denominated in a currency other

than the functional currency are recognized in the consolidated statements of operations.

Net foreign currency transaction losses included

in the Company’s consolidated statements of operations were negligible for all periods presented.

Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes.

ASC 740 requires a company to use the asset and liability

method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred

tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts

of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,

it is more likely than not that some portion, or all of, the deferred tax assets will not be realized.

Deferred tax assets and liabilities

are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of December 31, 2023 and 2022, the Company’s

deferred tax assets had a full valuation allowance.

We evaluate our convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts

qualify as derivatives to be separately accounted for in accordance with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting

Standards Codification.

The result of this accounting treatment is that the fair value of the embedded derivative, if required to be

bifurcated, is marked-to-market at each balance sheet date and recorded as a liability.

The change in fair value is recorded in the Statement

of Operations as a component of other income or expense.

Upon conversion or exercise of a derivative instrument, the instrument is marked

to fair value at the conversion date and then that fair value is reclassified to equity.

circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other

embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments

are accounted for as a single, compound derivative instrument.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

Equity instruments that are initially classified as equity that become subject to reclassification

are reclassified to liability at the fair value of the instrument on the reclassification date.

Derivative instrument liabilities will

be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected

within 12 months of the balance sheet date.

With the exception of Atlas Litio Brasil Ltda, our foreign subsidiaries use a local currency as the functional currency.

Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income.

Transaction gains or losses

related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations.

Net foreign currency transaction losses included in our consolidated statements of operations were negligible for all periods presented.

We account for income taxes in accordance with ASC Topic 740, Income Taxes.

ASC 740 requires a company to use the

asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences,

and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported

amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of

management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized.

Deferred tax assets

and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of December 31, 2024, and 2023,

our deferred tax assets had a full valuation allowance.

ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained

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For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

We have identified the United States Federal tax returns as our

“major” tax jurisdiction.

December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to

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corporate income tax rate to 21 % beginning in 2018.

TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s

foreign subsidiaries as of December 31, 2017.

To determine the amount of this transition tax, the Company must determine the amount of

earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S.

income taxes paid on such

earnings, in addition to potentially other factors.

The Company believes that no such tax will be due since its Brazilian subsidiaries

have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

TCJA also requires a one-time transition tax on the mandatory deemed repatriation

of the cumulative earnings of certain of our foreign subsidiaries as of December 31, 2017.

To determine the amount of this transition

tax, we must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of

income taxes paid on such earnings, in addition to potentially other factors.

We believe that no such tax will be due since our

Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

Income (Loss) Per Share

Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted

earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss available to common

shareholders by the weighted average number of outstanding common shares during the period.

Diluted loss per share gives effect to all

dilutive potential common shares outstanding during the period.

As of December 31, 2023, if all holders of preferred stock, options and

warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess of the Company’s

authorized, but unissued shares of common stock.

We compute loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both

basic and diluted earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss

available to common shareholders by the weighted average number of outstanding common shares during the period.

Diluted loss per share

gives effect to all dilutive potential common shares outstanding during the period.

As of December 31, 2024, if all holders of preferred

stock, options and warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess

of our authorized, but unissued shares of common stock.

Comprehensive Income

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circumstances from non-owner sources, other than net income and including foreign currency translation adjustments.

Reclassifications

prior year amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on net

earnings (loss) or financial position.

will have on its consolidated financial statements.

arrangements are assessed at inception to determine if they represent or contain a lease.

Right-of-use (“ROU”) assets related

to operating leases are separately reported in the Consolidated Balance Sheets.

Separate current and non-current liabilities for operating

and finance leases are reported on the Consolidated Balance Sheets.

and finance lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future

lease payments over the lease term.

When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing

rate in determining the present value of the future lease payments.

The incremental borrowing rate is derived from information available

at the lease commencement date and represents the rate of interest that we would have to pay to borrow on a collateralized basis over

a similar term an amount equal to the lease payments in a similar economic environment.

The ROU asset includes any lease payments made

and lease incentives received prior to the commencement date.

Operating lease ROU assets also include any cumulative prepaid or accrued

rent when the lease payments are uneven throughout the lease term.

The ROU assets and lease liabilities may include options to extend

or terminate the lease when it is reasonably certain that we will exercise that option.

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

and Equipment

following table sets forth the components of the Company’s property and equipment at December 31, 2023 and 2022:

SCHEDULE OF PROPERTY AND EQUIPMENT

Capital assets subject to depreciation:

Computers and office equipment

Machinery and equipment

Prepaid Assets (CIP)

$ ( 441,732 )

the years ended December 31, 2023, and 2022, the Company recorded depreciation expense of $ 50,741 and $ 13,806 , respectively recorded

in general and administrative expense.

assets consist of mining rights which are not amortized as the mining rights are perpetual.

The carrying value of these mineral rights

as of December 31, 2023 and at December 31, 2022 was $ 7,115,644 and $ 4,971,267 , respectively.

Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement

entered into on January 19, 2023 (the “Acquisition Agreement”).

After a period of preliminary assessment, the Company and

the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the

acquisition of only one mineral right totaling 45.77 hectares.

The mineral right is located in the municipalities of Araçuaí

and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company’s obligations

under the Acquisition Agreement as revised are:

of $ 400,000 , which payment took place on January 19, 2023, and

of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

of December 31, 2023, there are no outstanding commitments related to this transaction.

Accounts Payable and Accrued Liabilities

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and other accruals

Mineral rights payable

following table sets forth the components of our property and equipment as of December 31, 2024, and 2023:

OF PROPERTY AND EQUIPMENT

assets subject to depreciation:

and office equipment

and equipment

the years ended December 31, 2024, and 2023, we recorded depreciation expense of $ 4,381

respectively recorded in general and administrative expense.

In December 2024, the Company write off $ 1.3

million relating the

premium paid for an option to acquire two mining rights.

Results of geological studies did not achieve the expected results and the Company

decided not to exercise the option, derecognizing the amounts recorded for the premium paid.

The assets objective of this option do not

have any relation with the Company’s Das Neves Project.

Payable and Accrued Liabilities

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

payable and other accruals

rights payable

the reporting period ended December 31, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.

11 unchanged sentences

offices with third parties.

lease agreements have terms between 2 to 4 years and the liability was measured at the present value of the lease payments discounted

using interest rates with a weighted average rate of 6.5 % which was determined to be the Company’s incremental borrowing rate.

lease agreements have terms between 2 to 5 years , with the possibility of extending

one of the contracts for an additional two years and another for an additional 12 months .

The liability was measured at the present value of the lease payments discounted

using interest rates with a weighted average rate of 6.5 % which was determined to be our incremental borrowing rate.

The continuity of the lease liabilities is presented in the table below:

OF OPERATING LEASE LIABILITY

Lease liabilities at

January 1, 2023

Interest expense

Lease payments

Lease liabilities at

December 31, 2023

Non-current portion

liabilities on January 1, 2024

$ ( 150,303 )

liabilities on December 31, 2024

maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:

OF CONTRACTUAL UNDISCOUNTED CASH FLOWS

Less than one year

than one year

contractual undiscounted cash flows

SCHEDULE OF CONVERTIBLE DEBT

December 31, 2023

Due to Nanyang Investment Management Pte Ltd

Due to Jaeger Investments Pty Ltd

Due to Modha Reena Bhasker

Due to Clipper Group Limited

Total convertible debt

Current portion

Non-current portion

November 7, 2023, the Company entered into a convertible note purchase agreement (the “November 7, 2023 Convertible Note Agreement”)

Martin Rowley (“Mr.

Rowley”) and other investors to raise up to $ 20,000,000

in proceeds through the issuance of convertible

promissory notes with the following key terms:

36 months as from the date of issuance ;

OF CONVERTIBLE DEBT

to Nanyang Investment Management Pte Ltd

to Jaeger Investments Pty Ltd

to Modha Reena Bhasker

to Clipper Group Limited

convertible debt

November 7, 2023, we entered into a convertible note purchase agreement (“November 7, 2023, Convertible Note Agreement”)

Martin Rowley and other investors to raise up to $ 20,000,000 in proceeds through the issuance of

convertible promissory notes with the following key terms:

36 months from the date of issuance;

repayment terms:

3 unchanged sentences

due semiannually in arrears until Maturity, unless converted or redeemed earlier and payable at the election of the

holder in cash, in shares of Common Stock, or in any combination thereof;

the holder retains a right to convert all or any portion of the note into shares of the Company’s Common Stock at the

Conversion Price up until the maturity date;

holder in cash, in shares of our common stock, or in any combination thereof;

the holder retains the right to convert all or any portion of the note into shares of our common stock at the Conversion Price up until the maturity

US$ 28.225 /share

the Company shall vest a right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination

we retain the right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination

and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20-day trading period.

However, if the Company notifies the holder of its election to redeem the convertible note, the holder may then convert immediately

at the conversion price.

November 7, 2023, the Company issued $ 10,000,000

in convertible promissory notes under the terms of the November 7, 2023 Convertible Note Agreement , and there were no other

purchases and sales of the convertible promissory notes pursuant to the

November 7, 2023 Convertible Note Agreement.

On the date of issuance, the Company received $ 10,000,000

in cash proceeds, and recorded (i) a $ 9,688,305

convertible debt liability and (ii) a $ 311,695

conversion feature derivative liability in its consolidated statement of financial position, as further disclosed below.

ended December 31, 2023, the Company recorded $ 67,024

in interest expense and $ 15,395

in accretion expense in the consolidated statement of operations and comprehensive loss ($ nil

for the year ended December 31, 2022).

SCHEDULE OF DERIVATIVE LIABILITIES

December 31, 2023

Derivative liability - conversion feature on the convertible debt

Derivative liability - restricted stock awards

Total derivative liabilities

However, if we notify the holder of our election to redeem the convertible note,

the holder may then convert immediately at the conversion price.

November 7, 2023, we issued $ 10,000,000 in convertible promissory notes under the terms of the November 7, 2023, Convertible

Note Agreement, and there were no other purchases and sales of the convertible promissory notes pursuant to the November 7, 2023 Convertible

Note Agreement.

On the date of issuance, we received $ 10,000,000 in cash proceeds and recorded (i) a $ 9,688,305 convertible

debt liability and (ii) a $ 311,695 conversion feature derivative liability in our consolidated statement of financial position, as further

disclosed below.

In the year ended December 31, 2024, we recorded $ 651,782 in interest expense and $ 104,183 in accretion expense

in the consolidated statement of operations and comprehensive loss ($ 67,024 and $ 15,395 , for the year ended December 31, 2023).

OF DERIVATIVE LIABILITIES

liability - conversion feature on the convertible debt

liability - restricted stock awards

liability - Non-Deliverable Forward

derivative liabilities

Derivative liability – embedded conversion feature on convertible debt

November 7, 2023, the Company issued convertible promissory notes to Mr.

Rowley and other investors as further disclosed in Note 2.

In accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded

As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated

statement of financial position.

November 7, 2023, we issued convertible promissory notes to Martin Rowley and other investors as further disclosed in Note 2.

accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative.

was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position.

The derivative liability is measured at fair value through profit or loss.

origination at November 7, 2023, the fair value of the embedded conversion feature was determined to be $ 311,695 using a Black-Scholes

collar option pricing model with the following assumptions:

origination on November 7, 2023, the fair value of the embedded conversion feature was determined to be $ 311,695

using a Black-Scholes collar option pricing model

with the following assumptions:

OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

Measurement date

November 7, 2023

Number of options

Stock price at fair value measurement date

price at fair value measurement date

Exercise price

Expected volatility

Risk-free interest rate

Dividend yield

Expected term (years)

interest rate

December 31, 2024, the fair value of the embedded conversion feature was determined to be $ 66,310 using a Black-Scholes collar option

1 unchanged sentence

Measurement date

December 31, 2023

Number of options

Stock price at fair value measurement date

price at fair value measurement date

Exercise price

Expected volatility

Risk-free interest rate

Dividend yield

Expected term (years)

interest rate

the Black-Scholes collar option pricing models, the expected volatilities were based on historical

volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing

rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the instrument being valued.

the year ended December 31, 2023, the Company recognized a $ 174,608 loss on changes in fair value of financial instruments in the consolidated

statement of operations and comprehensive loss ($ nil , in the year ended December 31, 2022).

volatilities of our and our peers’ securities , and the risk-free interest rates were determined

based on the prevailing rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the instrument being

the year ended December 31, 2024, we recognized a $ 419,993 gain on changes in fair value of financial instruments in the consolidated

statement of operations and comprehensive loss ($ 174,608 in the year ended December 31, 2023).

Derivative liability – restricted stock unit (“RSU”) awards

September 30, 2023, the Company granted RSU awards to one of its executive officers that provide for the issuance of up

to a maximum of 1.4 %

of the Company’s Common Stock outstanding, in seven equal tranches of 0.2 %

of the Company’s Common Stock outstanding, with an expiry date of December 31, 2026 and market vesting conditions as

when the Company achieves a $ 200 million market capitalization

when the Company achieves a $ 300 million market capitalization

when the Company achieves a $ 400 million market capitalization

when the Company achieves a $ 500 million market capitalization

when the Company achieves a $ 600 million market capitalization

when the Company achieves a $ 700 million market capitalization

when the Company achieves a $ 1.0 billion market capitalization

accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or

loss, and compensation expense is recognized over the expected term.

at September 30, 2023, the grant date fair value of these awards was $ 2,517,300 , as determined a Monte Carlo Simulation valuation method

September 30, 2023, we granted RSU awards to one of our executive officers that provide for the issuance of up to a maximum

of 1.4 % of our common stock outstanding, in seven equal tranches of 0.2 % of our common stock outstanding, with an expiry date of December 31, 2026,

and market vesting conditions as follows:

when we achieve a $ 200 million market capitalization

when we achieve a $ 300 million market capitalization

when we achieve a $ 400 million market capitalization

when we achieve a $ 500 million market capitalization

when we achieve a $ 600 million market capitalization

when we achieve a $ 700 million market capitalization

when we achieve a $ 1.0 billion market capitalization

accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation

expense is recognized over the expected term.

of September 30, 2023, the grant date fair value of these awards was $ 2,517,300 , as determined a Monte Carlo Simulation valuation method

according to the assumptions disclosed in Note 5.

In the year ended December 31, 2023, the Company recognized $ 513,757 in stock-based

In the year ended December 31, 2023, we recognized $ 513,757 in stock-based

compensation expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and

1 unchanged sentence

at December 31, 2024, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value

of these restricted stock awards outstanding was $ 1,550,576 , as measured using a Monte Carlo Simulation with the following ranges of

the Company’s stock price on the December 31, 2023 measurement date, expected dividend yield of 0 %, expected volatility

between 72.3 % and 89.3 %, risk-free interest rate between a range of 4.79 % to 5.41 %, and an expected term between 3 months and 12 months .

The expected volatilities were based on historical volatilities of the securities of the Company

and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S.

Bonds with a term equal to the expected term of the award being valued.

3 – DEFERRED CONSIDERATION FROM ROYALTIES SOLD

of these restricted stock awards outstanding was $ 315,189 ,

as measured using a Monte Carlo Simulation with the following ranges of assumptions:

our common stock price on the December

31, 2024 measurement date, expected dividend yield of 0 %,

expected volatility of 86.37 %,

risk-free interest rate between a range of 4.25 % ,

and an expected term 24 months.

The expected volatilities were based on historical volatilities

of the securities of the Company and of our peers, and the risk-free interest

rates were determined based on the prevailing rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of

the award being valued.

Derivative liability - Non-Deliverable Forward

Litio, a subsidiary of Atlas Lithium, is exposed to foreign-currency exchange-rate fluctuations in the normal course of business considering

that portion of expenses are in Brazilian reais (BRL).

To mitigate this exposure, the subsidiary utilizes non-deliverable forward foreign-exchange

contracts (NDFs), which are designed to offset changes in cash flow attributable to currency exchange movements.

Company applies hedge accounting in accordance with U.S.

GAAP (ASC 815).

As a result, these derivative instruments are designated and

qualify as cash flow hedges, with the entire gain or loss on the derivative initially recorded in Other Comprehensive Income (OCI).

amounts remain deferred in OCI and are subsequently reclassified into earnings in the same income statement line item as the hedged item

when it affects earnings.

Lithium actively monitors the derivative portfolio of its subsidiary monthly to assess financial results and cash flow implications.

These contracts are used strictly for risk management purposes, and neither the subsidiary nor Atlas Lithium engages in speculative transactions.

Additionally, these contracts do not contain any credit-risk-related contingent features.

of December 31, 2024, the fair value of outstanding NDF contracts was recorded as Derivative Liabilities on the balance sheet.

the year ended December 31, 2024:

gains/losses from NDF contracts recognized in Other Comprehensive Income (OCI):

reclassified into Finance Costs (Revenue):

following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of December 31, 2024:

OF NON DELIVERABLE FORWARD EXCHANGE CONTRACTS

Derivative Financial

Total Notional

Amounts (USD)

Amounts (BRL)

Dates (Range)

Atlas Litio Brasil Ltda

November, 2024

Forward foreign exchange contracts (USD/BRL)

15-Jan-2025 - 15-Sep-2025

3 – DEFERRED OTHER INCOME

May 2, 2023, the Company and Atlas Litio Brasil Ltda.

5 unchanged sentences

by the Company Subsidiary.

the transaction above the Company agreed with the intermediary to issue 72,995 finder shares worth 7 % of $ 20,000,000 , which represents

$ 1,400,000 .

the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant

9 unchanged sentences

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located

The balance of these employee related costs as of December 31, 2023 and 2022 amounted to $ 58,579

and $ 78,964 ,

respectively.

The balance of these employee related costs as of December 31, 2024, and 2023 amounted to $ 33 , 962 and $ 58,579 , respectively.

5 – STOCKHOLDERS’ EQUITY

Stock and Amendments

On July 18, 2022, the board of directors of the Company (the “Board

of Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding

shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally

Intended Reverse Stock Split”).

The holder of the majority voting power of our voting stock (the “Majority Stockholder”)

approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted

under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”).

For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the

Company with the U.S.

Securities and Exchange Commission (the “SEC” or the “Commission”) on July 29, 2022 (the

“2022 Information Statement”) and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available

on EDGAR at www.sec.gov.

On December 20, 2022, the Company filed a Certificate of Amendment to its

Articles of Incorporation with the Secretary of State of the State of Nevada (“SOS”) that was intended to effect the Originally

Intended Reverse Stock Split (the “Original Articles Amendment”).

In April 2023, the Board of Directors determined (i) that

the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote

under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate

and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation

is not necessary to effectuate a reverse stock split.

As a result, the Board of Directors determined that it would be in the best interest

of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate

a 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common

stock (the “Rectified Reverse Stock Split”) and then immediately thereafter increase the number of shares of authorized common

stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022.

Pursuant to the action of the

Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved

(i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”), and (ii)

the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation

of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the

Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common

stock, each at a ratio of 1-for-750 , retroactively effective as of December 20, 2022, without a vote of the stockholders.

of directors also directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of

Change including the Change Validation Certificate with the SOS.

Pursuant to the NRS, no stockholder approval for this action was

On May 25, 2023, the Company filed the Certificate of Correction and Certificate of Change including the Change Validation

Certificate with the SOS, as also reported in Exhibits 3.2 and 3.1, respectively, to the Form 8-K filed by the Company with the

Commission on May 25, 2023.

carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation

of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved

on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334

shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board’s and stockholders’ original

intent in effecting the Originally Intended Reverse Stock Split.

the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s

articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common

stock to two hundred million ( 200,000,000 ) and to amend certain other provisions in the Company’s Current Articles (the “Amended

and Restated Articles”).

The Board of Directors and the Majority Stockholder determined to decrease the number of shares of our

authorized common stock in order to reduce the number of shares available for issuance given that the large number of shares of common

stock authorized for issuance may have a perceived negative impact on any potential future efforts to attract additional financing due

to the dilutive effect of having such a large number of shares available for issuance.

On April 21, 2023, the Company’s board of

directors and the Majority Stockholder approved the Amended and Restated Articles.

Following the effectiveness of the Certificate of

Correction and the Certificate of Change including the Change Validation Certificate filed with the SOS, on May 25, 2023, the Company

filed the Amended and Restated Articles, as also reported in Exhibit 3.3 of the Form 8-K filed by the Company with the Commission on

May 26, 2023.

foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”)

filed by the Company with the Commission on May 2, 2023.

As also contemplated in the Information Statement, on May 25, 2023, the Company

also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of

Withdrawal of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”).

of the Certificates of Withdrawals were effective as of May 25, 2023.

of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

Pursuant to the vote

by a written consent dated April 21, 2023, of the Company’s Majority Stockholder, entitled to 51% of the voting power of the Company’s

issued and outstanding voting stock , the number of shares of the Company’s authorized common stock was decreased to 200,000,000

As of December 31, 2023, the Company had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share.

connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated

as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse

Stock Split”).

Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically

converted into one issued and outstanding share of common stock, without any change in par value per share .

No fractional shares were

issued as a result of the Reverse Stock Split and no cash or other consideration was paid.

Instead, we issued one whole share of the

post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

As rectified, the Reverse Stock Split did not affect the number of shares of authorized stock.

All share, equity award, and per share

amounts contained in these Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods

July 18, 2022, our Board and the holder of the majority voting power of our voting stock (the “Majority Stockholder”)

approved a 1-750

reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock.

previously reported, on April 21, 2023, the Board authorized and approved the necessary documents and filings with the Secretary of

State of the State of Nevada (the “SOS”) to decrease the number of our issued and outstanding shares of

common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750,

retroactively effective as of December 20, 2022.

Also on April 21, 2023, the Board and the Majority Stockholder approved an

amendment to our Articles of Incorporation to increase the authorized number of shares of common stock from 5,333,334 shares to

4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the Board’s and stockholders’ original

intent in effecting the Reverse Stock Split.

Further, the Board determined that it was advisable and in our best interest

to amend and restate our Articles of Incorporation to decrease the number of shares of authorized common stock to two hundred million

(200,000,000) and to amend certain other provisions in our Articles of Incorporation (the “Amended and Restated Articles of Incorporation”).

The Board and the Majority Stockholder determined to decrease the number of shares of authorized common stock to reduce the number of

shares available for issuance given the negative perception the dilutive effect of having such a large number of shares available for

issuance may have on any potential future efforts to attract additional financing.

On April 21, 2023, the Board and the Majority Stockholder

approved the Amended and Restated Articles of Incorporation.

On May 25, 2023, we filed the Amended and Restated Articles of Incorporation

with the SOS to effect the changes described above.

May 25, 2023, we also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock

and a Certificate of Withdrawal of Designation of the Series C Convertible Preferred which were effective as of May 25, 2023.

of December 31, 2023, and December 31, 2024, we had 200,000,000 authorized shares of common stock, with a par value of $ 0.001

November 22, 2024, we entered into an At the Market Offering Agreement

(the “ATM Agreement”) with H.C.

Wainwright & Co., LLC (“Wainwright”) with respect to an at the market offering

program, under which we may, from time to time in our sole discretion, issue and sell through Wainwright, acting as agent, up to $ 25.0

million of shares of our common stock.

The issuance and sale, if any, of

our common stock under the Agreement will be made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement

on Form S-3, filed with the U.S.

Securities and Exchange Commission (the “SEC”) on August 25, 2023, which was declared effective

on September 18, 2023.

the year ended December 31, 2024, we sold 191,723

shares under the ATM Agreement for proceeds of

$ 1.3 million,

net of commissions and fees.

A Preferred Stock

December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series

A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock.

The Certificate

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

and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock,

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

of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of

the total votes based on their respective voting power.

The one outstanding share of our Series A Stock has been held by our Chief Executive

Officer and Chairman, Mr.

Marc Fogassa since December 18, 2012.

D Preferred Stock

September 16, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series

D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 shares of a new series of preferred stock.

The Certificate

of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the “Series D COD”) provides that for so

long as Series D Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series

D Stock is converted into shares of common stock.

Pursuant to the Series D COD one share of Series D Stock is convertible into 10,000

shares of common stock and may be converted at any time at the election of the holder.

Giving effect to the Reverse Stock Split discussed

above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock.

Holders of the Series D Stock

are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared

by the Company on a pro rata basis .

Ended December 31, 2022, Transactions

the year ended December 31, 2022, the Company issued 832,439 shares of common stock for gross proceeds of $ 3,901,524 pursuant to subscription

agreements with accredited investors.

Additionally, the Company issued 116,959 shares of common stock valued at $ 1,000,000 as part of

a payment for a lithium mining rights purchase.

December 18, 2012, we filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred

Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock.

The Certificate of

Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A 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 such matters regardless of the actual number of

shares of Series A Preferred Stock then outstanding, and the holders of common stock are entitled to their proportional share

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

outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr.

Fogassa since

December 18, 2012.

Ended December 31, 2023, Transactions

January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division

of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which

the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, to the Representative, at a public offering

price of $ 6.00 per share (the “Offering Price”) in a firm commitment public offering (the “Offering”).

also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company’s common stock upon

the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment

On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.

shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No.

January 9, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of

Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to

which we agreed to sell an aggregate of 675,000

shares of our common stock, to the Representative, at a public offering price of $ 6.00

per share (the “Offering Price”) in a firm commitment public offering (the “Offering”).

We also granted the

Representative a 45-day option to purchase up to 101,250

additional shares of our common stock upon the same terms and conditions for the purpose of covering any over-allotments in

connection with the Offering (the “Over-Allotment Option”).

On January 11, 2023, the Representative delivered its notice

to exercise the Over-Allotment Option in full.

shares of common stock were offered by us pursuant to a registration statement on Form S-1, as amended (File No.

filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”).

1 unchanged sentence

Offering took place on January 12, 2023 (the “Closing”).

connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting

connection with the Closing, we issued to the Representative, and/or its permitted designees, as a portion of the underwriting

compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of common stock, equal to 5 % of the number

2 unchanged sentences

The Representative’s Warrants are exercisable for a period

of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days

of five years from the effective date of the Registration Statement, provided that they were subject to a mandatory lock-up for 180 days

from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).

1 unchanged sentence

$ 4,657,500 .

Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement

We previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement

entered into on January 19, 2023 (the “Acquisition Agreement”).

After a period of preliminary assessment, the Company and

the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the

acquisition of only one mineral right totaling 45.77 hectares.

After a period of preliminary assessment, the counterparty to the agreement and us agreed to revise the

terms of the acquisition, following which we ultimately consummated the acquisition of only one mineral right totaling 45.77 hectares.

The mineral right is located in the municipalities of Araçuaí

and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company’s obligations

under the Acquisition Agreement as revised are:

Our obligations under the Acquisition Agreement as revised were:

of $ 400,000 , which payment took place on January 19, 2023, and

of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors

(the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement

(the “Private Placement”) an aggregate of 640,000 restricted shares of the Company’s common stock (the “Shares”).

of $ 750,000 worth of restricted shares of our common stock which took place on February 1, 2023.

January 30, 2023, we entered into a Securities Purchase Agreement (the

“Purchase Agreement”) with two investors (the “Investors”), pursuant to which we agreed to issue and sell to the

Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 restricted shares of our common stock (the “Shares”).

The purchase price for the Shares was $ 6.25 per share, for total gross proceeds of $ 4,000,000 .

1 unchanged sentence

on February 1, 2023.

November 29, 2023 the company entered into two securities purchase agreements (the “ Purchase Agreements ”),

with certain accredited investors (the “ Investors ”) pursuant to which the Company agreed to sell and issue 167,954

shares of its common stock, par value $ 0.001

per share (the “ Registered Shares ”) to each Investor in a registered direct offering (the

“ Registered Offering ”) at a purchase price of $ 29.77

November 29, 2023, we entered into two securities purchase agreements (the

“Purchase Agreements”), with certain accredited investors (the “Investors”) pursuant to which we agreed to sell

and issue 167,954

shares of our common stock, par value $ 0.001

per share (the “Registered Shares”)

to each Investor in a registered direct offering (the “Registered Offering”) at a purchase price of $ 29.77

for total gross proceeds of approximately

million after deducting offering expenses paid by the Company.

million after deducting offering expenses paid

The Registered Offering took place on December 6, 2023.

Additionally,

during the twelve months ended December 31, 2023, the Company sold an aggregate of 192,817 shares of our common stock to Triton Funds,

LP for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between

the Company and Triton Funds, LP, dated February 26, 2021.

For a description of the transactions contemplated under the CSPA, please

refer to our Form 8-K filed with the Commission on March 2, 2021.

May 26, 2023, our CEO and Chairman, Mr.

Marc Fogassa, elected to convert 214,006 shares of Series D Stock, representing all of his outstanding

shares of Series D Stock at that time, into shares of common stock.

As a result, of such conversion, the Company issued Mr.

during the twelve months ended December 31, 2023, we sold an aggregate of 192,817 shares of our common stock to Triton Funds,

LP for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between Triton Funds, LP and us, dated February 26, 2021.

For a description

of the transactions contemplated under the CSPA, please refer to our Form 8-K filed with the Commission on March 2, 2021.

May 26, 2023, Mr.

Fogassa, our Chief Executive Officer and Chairman, elected

to convert 214,006

shares of Series D Convertible Preferred Stock, representing all of his outstanding shares of Series D Convertible Preferred Stock

at that time, into shares of common stock.

As a result, of such conversion, we issued Mr.

Fogassa 2,853,413

new shares of common stock.

July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the

Investors in a Regulation S private placement an aggregate of 526,317 restricted shares of the Company’s common stock, par value

$ 0.001 per share.

The purchase price for the Shares was $ 19.00 per share, for total gross proceeds of $ 10,000,023 .

The Company currently

intends to use the proceeds from the Private Placement for general working capital purposes.

The Investors each made customary representations,

warranties and covenants, including, among other things, that each of the Investors is a “non-U.S.

Person” as defined in

Regulation S, and that they were not solicited by means of generation solicitation.

No broker-dealer or private placement agent was involved

in the Private Placement.

The Company entered into a certain technical services agreement with one of the Investors with experience in

the lithium industry.

July 18, 2023, we consummated a transaction with four investors, pursuant

to which we agreed to issue and sell to such investors an aggregate of 526,317 restricted

shares of our common stock in a Regulation S private placement.

The purchase price for the shares was $ 19.00 per

share, for total gross proceeds of $ 10,000,023 .

Ended December 31, 2024, Transactions

the year ended December 31, 2024, we issued an

aggregate of 3,251,161 new shares of our common stock, including (i) 1,871,250 shares

issued to Mitsui & Co.

(“Mitsui”) for gross proceeds of $ 30

million and net proceeds of $ 29.6 million pursuant

to a Securities Purchase Agreement dated as of March 28, 2024, (ii) 1,188,188 shares

issued to consultants, officers and directors upon vesting of restricted stock units, and (iii) 191,723 shares issued to investors in connection with the ATM Agreement.

Stock Incentive Plan

May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock

appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards,

each of which may be granted separately or in tandem with other awards.

The number of shares of Company’s common stock issuable

pursuant to Plan will be equal to 2,000,000 shares.

For a description of the 2023 Stock Incentive Plan, please refer to the Company’s

Revised Definitive Information Statement on Schedule 14C filed with the Commission on June 5, 2023.

May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options,

stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based

cash awards, each of which may be granted separately or in tandem with other awards.

The number of shares of our common

stock issuable pursuant to Plan is 2,000,000

For a description of the 2023 Stock Incentive Plan, please refer to our Revised Definitive Information

Statement on Schedule 14C filed with the Commission on June 5, 2023.

Stock Options

the years ended December 31, 2023 and 2022, the Company granted options to purchase common stock to officers, consultants and non-management

the years ended December 31, 2024, and 2023, we granted options to purchase common stock to officers, consultants and directors.

The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

BLACK-SCHOLES OPTION PRICING MODEL

Expected volatility

Risk-free interest rate

Stock price on date of grant

Dividend yield

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL

90.41 % – 136.11 %

interest rate

price on date of grant

in common stock options for the years ended December 31, 2024, and 2023 were as follows:

SCHEDULE OF COMMON

STOCK OUTSTANDING

SCHEDULE OF COMMON STOCK OUTSTANDING

of Options Outstanding and Vested

2 unchanged sentences

Intrinsic Value

January 1, 2023

and vested, January 1, 2024

Exercised (2)

Outstanding and vested,

December 31, 2023

and vested, December 31, 2024

of Options Outstanding and Vested

2 unchanged sentences

Intrinsic Value

Outstanding and vested,

December 31, 2022

and vested, January 1, 2023

Exercised (4)

and vested, December 31, 2023

the year ended December 31, 2024, 429,996 common stock options were issued with a grant date fair value of $ 13,410,147 .

the year ended December 31, 2024, common stock option holders exercised a total 399,996 options at a weighted average exercise price

of $ 1.4151 to purchase 206,599 shares of the Company’s common stock.

of $ 0,0075 to purchase 399,996 shares of our common stock.

The exercises were paid for with $ 2,999 in cash proceeds

As a result of the options exercised, we issued 399,996 shares of common stock.

the year ended December 31, 2023, 80,000 common stock options were issued with a grant date fair value of $ 446,726 .

the year ended December 31, 2023, common stock option holders exercised a total 207,141 options at a weighted average exercise price

of $ 1.4151 to purchase 206,599 shares of our common stock.

The exercises were paid for with (i) $ 281,134 in cash

proceeds to the Company and (ii) 542 options conceded in cashless exercises.

As a result of the options exercised, the Company issued

proceeds to us and (ii) 542 options conceded in cashless exercises.

As a result of the options exercised, we issued

206,599 shares of common stock.

the year ended December 31, 2022, 174,697 common stock options were issued with a grant date fair value of $ 58,685 .

year ended December 31, 2023, the Company recorded $ 446,726 in stock-based compensation expense from common stock options in the consolidated

statements of operations and comprehensive loss ($ 58,685 , during the year ended December 31, 2022).

D Preferred Stock Options

the years ended December 31, 2023 and 2022, the Company granted options to purchase series D stock to directors of the Company.

Series D preferred stock options granted vested immediately at the grant date and were exercisable for a period of ten years from the

date of issuance.

The options were valued using the Black-Scholes option pricing model with the

following ranges of assumptions:

OF OPTIONS FAIR VALUE ASSUMPTIONS

Expected volatility

Risk-free interest rate

Stock price on date of grant

Dividend yield

in Series D preferred stock options for the years ended December 31, 2023 and 2022 were as follows:

the year ended December 31, 2024, we recorded $ 13,410,147

in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss

during the year ended December 31, 2023).

D Convertible Preferred Stock Options

of and for the twelve months ended December 31, 2024, we had no Series

D Convertible Preferred Stock options outstanding and no shares of Series D Convertible Preferred Stock outstanding.

During the twelve

months ended December 31, 2023, we granted options to purchase Series D Convertible Preferred Stock to two of our

All Series D Convertible Preferred Stock options vested immediately at the grant date and were exercisable for a period of

ten years from the date of issuance.

The options were valued using the Black-Scholes option pricing model with the following ranges of

SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS

interest rate

price on date of grant

in Series D Convertible Preferred Stock options for the years ended December 31, 2023:

SCHEDULE OF PREFERRED STOCK

2 unchanged sentences

Intrinsic Value

Outstanding and vested,

and vested, January 1, 2023

Exercised (2)

Outstanding and vested,

of Options Outstanding and Vested

Average Exercise Price(a)

Intrinsic Value

Outstanding and vested,

December 31, 2022

(a) Represents

the exercise price required to purchase one share of Series D Stock, which is convertible

and vested, December 31, 2023

the exercise price required to purchase one share of Series D Convertible Preferred Stock, which is convertible

into 13 and 1/3 shares of common stock at any time at the election of the holder.

the year ended December 31, 2023, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 2,507,766 ,

the year ended December 31, 2023, Series D preferred stock option holders exercised a total 108,000 options at an exercise price

of $ 0.10 to purchase 108,000 shares of the Company’s Series D Stock.

The exercises were paid for with $ 10,800 in cash proceeds

to the Company.

As a result of the Series D preferred stock options exercised, the Company issued 108,000 shares of Series D Stock.

The stockholders of the Series D Stock subsequently converted 108,000 shares of Series D Stock into 1,439,996 shares of common stock.

the year ended December 31, 2022, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 854,946 .

year ended December 31, 2023, the Company recorded $ 2,507,766 in stock-based compensation expense from Series D preferred stock options

in the consolidated statements of operations and comprehensive loss ($ 854,946 , during the year ended December 31, 2022).

at December 31, 2023, there are no Series D preferred stock options outstanding and no shares of Series D Stock outstanding.

the year ended December 31, 2023, 36,000 Series D Convertible Preferred Stock options were issued with a total grant date fair value of $ 2,507,766 ,

the year ended December 31, 2023, Series D Convertible Preferred Stock option holders exercised a total 108,000

options at an exercise price of $ 0.10

to purchase 108,000

shares of our Series D Convertible Preferred Stock.

The exercises were paid for with $ 10,800

in cash proceeds to us.

As a result of the Series D Convertible Preferred Stock options exercised, we issued 108,000

shares of Series D Convertible Preferred Stock.

The stockholders of the Series D Stock subsequently converted 108,000

shares of Series D Stock into 1,439,996

shares of common stock.

the twelve months ended December 31, 2024, we recorded $ nil

in stock-based compensation expense from Series D Convertible Preferred Stock options in the consolidated statements of operations

and comprehensive loss ($$ 2,507,766 ,

during the twelve months ended December 31, 2023).

Stock Purchase Warrants

1 unchanged sentence

to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity .

the years ended December 31, 2023 and 2022, the Company issued common stock purchase warrants to investors, finders and brokers in connection

with the Company’s equity financings.

All warrants vest within 180 days from issuance and are exercisable for a period of one to

five years from the date of issuance.

The common stock purchase warrants were valued using the Black-Scholes option pricing model with

the following ranges of assumptions:

OF WARRANT ASSUMPTION

Expected volatility

Risk-free interest rate

Stock price on date of grant

Dividend yield

Expected term

the year ended December 31, 2024, we did not issue common stock purchase

During the year ended December 31, 2023, we issued common stock purchase warrants to investors, finders and brokers in connection

with our equity financings.

All warrants vest within 180 days of issuance and are exercisable for a period of one to five years from the date of issuance.

The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

SCHEDULE OF WARRANT ASSUMPTION

interest rate

price on date of grant

in common stock purchase warrants for the years ended December 31, 2024, and 2023 were as follows:

OF WARRANT ACTIVITY

SCHEDULE OF WARRANT ACTIVITY

of Options Outstanding and Vested

Average Exercise Price

Average Contractual Life (Years)

Remaining Contractual Life (Years)

Intrinsic Value

Outstanding and vested, January 1, 2023

Warrants issued (1)

Warrants exercised (2)

Outstanding and vested, December 31, 2023

of Warrants Outstanding and Vested

and vested, January 1, 2024

Exercised (1)

Warrants Forfeited

Warrants Cancelled (2)

Outstanding and vested,

December 31, 2024

Average Exercise Price

Average Contractual Life (Years)

Outstanding and vested, January 1, 2022

Warrants issued (3)

Warrants exercised (4)

Outstanding and vested, December 31, 2022

warrants issued in the year ended December 31, 2023 had a total grant date fair value of $ 2,158,116 .

the year ended December 31, 2023, warrant holders exercised a total 507,444 warrants to purchase 446,948 shares of the Company’s

common stock.

The warrant exercises were executed with exercise prices ranging between $ 5.1085 and $ 15.00 per share and were paid

for with (i) $ 1,774,608 in cash proceeds to the Company and (ii) 60,496 warrants conceded in cashless exercises.

As a result of the

warrants exercised, the Company issued 446,948 shares of common stock.

warrants issued in the year ended December 31, 2022 had a total grant date fair value of $ 853,397 .

the year ended December 31, 2022, warrant holders exercised a total 154,230 warrants to purchase 135,631 shares of the Company’s

common stock.

The warrant exercises were executed with exercise prices ranging between $ 4.3125 and $ 8.025 per share and were paid

for with (i) $ 600,159 in cash proceeds to the Company and (ii) 18,610 warrants conceded in cashless exercises.

As a result of the

warrants exercised, the Company issued 135,631 shares of common stock.

year ended December 31, 2023, the Company recorded the following as a result of the Company’s common stock purchase warrants:

$ 1,961,661 in stock-based compensation expense in the consolidated statements of operations and comprehensive loss and (ii) $ 196,454

in share issuance costs in the consolidated statement of changes in equity ($ 853,397 and $ nil , during the year ended December 31, 2022).

the year ended December 31, 2023, the Company granted RSUs to certain officers, consultants and directors of the Company.

The RSUs were

granted with varying vesting conditions as tailored to each recipient.

Each RSU is redeemable for one share of the Company’s Common

Stock immediately upon vesting.

The RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were as follows:

204,904 RSUs which vested

immediately upon grant.

88,653 RSUs awarded to

finders which vested upon completion of the Company’s royalty financing and equity financings in the period.

226,364 RSUs which time-vest

71,405 vesting in 2024, 69,405 vesting in 2025, 54,404 vesting in 2026, and 31,150 vesting in 2027

623,000 RSUs which vest

upon achieving certain performance milestones at our Neves Project.

RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were issued with a total grant date fair value

of $ 23,037,701 , including $ 849,340 measured using Hull-White lattice binomial model for awards with escrow requirements and $ 22,188,361

measured using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.

the year ended December 31, 2023, the Company granted RSUs with market-vesting conditions as follows:

77,000 RSUs which shall

vest upon achieving certain market capitalization milestones ranging between $ 500 million and $ 2 billion.

These were designated as

equity-classified awards and are measured at amortized cost.

A quantity of RSUs which

shall vest in seven individual tranches equivalent to 0.20 % of the Company’s common stock outstanding each, up to a maximum

of 1.4 %, if and when the Company’s market capitalization achieves progressive milestones ranging from $ 200 million to $ 1 billion.

These were designated as liability-classified awards and are measured at fair value through profit or loss.

RSUs with market-vesting conditions were issued with a total grant date fair value of $ 3,068,763 , as measured using a Monte Carlo Simulation

with the following ranges of assumptions:

the Company’s stock price on the grant dates ($ 23.81

to $ 30.61 ), expected dividend yield of 0 %, expected volatility between 82.80 % and 102.49 %, risk-free interest rate between a range of

5.09 % to 5.53 %, and an expected term between 6 months and 3 years .

The expected volatilities were based

on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based

on the prevailing rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the award being valued.

During year ended

December 31, 2023, the Company recorded the following as a result of the Company’s RSU activity:

(i) 220,437 RSUs were redeemed

for common shares issued ( nil , during the year ended December 31, 2022), and (ii) $ 9,926,951 in stock-based compensation expense ($ nil ,

Intrinsic Value

and vested, January 1, 2023

exercised (4)

and vested, December 31, 2023

the twelve months ended December 31, 2024, warrant holders exercised a total 6,667

warrants to purchase 1,376

shares of our common stock.

The warrant exercises were executed with an exercise price of $ 7.50

per share and were paid for with 5,291

warrants conceded in cashless exercises.

As a result of the warrants exercised, we issued an aggregate of 1,376

common shares.

the twelve months ended December 31, 2024, 32,426

warrants were canceled and expired.

warrants issued in the twelve months ended December 31, 2023, had a total grant date fair value of $ 2,158,116 .

the year ended December 31, 2023, warrant holders exercised a total 507,444 warrants to purchase 446,948

shares of our common stock.

The warrant exercises were executed with exercise prices ranging between $ 5.1085 and

$ 15.00 per share and were paid for with (i) $ 1,774,608 in cash proceeds to us and (ii) 60,496 warrants conceded in cashless

As a result of the warrants exercised, we issued 446,948 shares of common stock.

stock units (“RSUs”) are granted by us to our officers, consultants and directors of the Company

as a form of stock-based compensation.

The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting

conditions as tailored to each recipient.

Each RSU represents the right to receive one share of our common stock immediately upon vesting.

in RSUs for the years ended December 31, 2024, and December 31, 2023 were as

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS

Outstanding and Vested

and vested, January 1, 2024

Cancelled (4)

and vested, December 31, 2024

In the twelve months ended

December 31, 2024, 714,032 RSUs were granted to our officers and consultants , with a total grant date fair value of $ 7,505,400

as measured at $ 10.51 /share, as follows:

(i) 390,997 RSUs which immediately vested upon grant;

(ii) 87,326 RSUs with time-based vesting

over periods ranging from six months to four years ;

(iii) 65,000 RSUs which vest upon achieving certain price per share of our common stock ranging between $ 13.50 and $ 65.00 and (iv) 170,799 RSUs which vest upon achieving certain performance milestones

at our Neves Project

In the twelve months ended

December 31, 2024, 749,864 RSUs vested and were settled through the issuance of 749,864 shares of common stock.

In the twelve months ended

December 31, 2024, 371,709 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants.

In the twelve months ended

December 31, 2024, 60,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met.

the year ended December 31, 2024, we recorded $ 10,500,496 in stock-based compensation expense from our RSU

activity in the period ($ 9,926,951

during the year ended December 31, 2023).

As of December 31, 2023, the Company had 1,167,652 RSUs outstanding including 115,653 vested

and 1,051,999 unvested, and had a $ 513,756 derivative liability outstanding from liability-classified awards (December 31, 2022:

outstanding and a $ nil derivative liability).

As of December 31, 2024, there were 572,476 RSUs

outstanding including rights to receive 22,000 shares

of common stock as a result of RSU vesting (December 31, 2023:

1,167,652 RSUs

outstanding including rights to receive 115,653 shares

of common stock as a result of RSU vesting).

stock incentives measured at fair value through profit or loss

of December 31, 2024, we had certain other outstanding obligations to issue shares of our common stock in case some markets

conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative

liabilities’ section above.

These were designated as liability-classified awards and are measured at fair value through profit

As of December 31, 2024, we recognized a $ 121,512 derivative

liability and would have been obligated to issue 160,145 shares

of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2023:

recognized a $ 513,757 derivative

liability relating to 127,535 shares

of our common stock that we would have been obligated to issue had the conditions of the stock incentives been

6 – COMMITMENTS AND CONTINGENCIES

The following table summarizes certain of Atlas’s contractual obligations at December 31, 2023 (in thousands):

following table summarizes certain of Atlas’s contractual obligations on December 31, 2024 (in thousands):

SCHEDULE OF CONTRACTUAL OBLIGATIONS

processing plant construction (1)

Acquisition (2)

processing plant construction are related to agreements with suppliers contracted for the construction of the processing plant, with

processing plant construction is related to agreements with suppliers contracted for the construction of the processing plant, with

the majority of payments due upon delivery.

acquisition related to the land purchase agreements on the lithium valley

see commitments related to Leases in Note 2.

7 - RELATED PARTY TRANSACTIONS

related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party.

related party transactions are recorded at the exchange amount transacted as agreed between us and the related party.

related party transactions have been reviewed and approved by the board of directors.

Company’s related parties include:

OF RELATED PARTIES

Rowley is a senior advisor to the Company.

In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley

relating to the issuance to Martin Rowley along with other experienced lithium investors.

Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development .

Jaeger Investments Pty Ltd

Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

Our related parties include:

SCHEDULE OF RELATED PARTIES

Rowley was a senior advisor to us;

his service terminated on August 16, 2024.

In 2023, we entered into a Convertible Note Purchase Agreement

with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors.

Martin Rowley is the father

of Nicholas Rowley, a former officer.

Investments Pty Ltd

Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

International DMCC

International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating

Officer effective on April 1, 2024 are controlling shareholders .

Chengxin Lithium Group Co., Ltd

Chengxin Lithium Group Co., Ltd is a non-controlling shareholder .

Yahua Industrial Group Co., Ltd

Yahua Industrial Group Co., Ltd, is a non-controlling shareholder .

International DMCC is a corporation in which Nicholas Rowley and Brian Talbot, a former officer and director, are controlling

shareholders.

Mitsui & Co., Ltd.

is a non-controlling shareholder of the Company.

Services Agreement

The Company entered into an independent consultant service agreement with RTEK International.

July 2023, we entered into a technical service agreement (“Technical

Services Agreement”) with RTEK pursuant to which RTEK agreed to provide us certain mining engineering, planning and business development

Nicholas Rowley and Brian Talbot are the founders and principals of RTEK.

On March 31, 2024, the Technical Services

Agreement was amended and restated (the “Amended and Restated RTEK Agreement”) to reflect that part of the compensation originally

scheduled to be paid to RTEK was allocated as compensation for Mr.

Talbot in connection with his appointment as director and officer.

Under the terms of the Amended and Restated RTEK Agreement, we issued RTEK RSUs for (i) 75,000 (seventy-five thousand)

fully paid shares of our common stock vesting on the successful completion of certain performance criteria outlined in the Amended and

Restated R-TEK Agreement;

RSUs for 100,000 (one hundred thousand) fully paid shares of our common stock vesting upon completion of other

identified performance criteria;

and RSUs for 100,000 (one hundred thousand) fully paid shares of our common stock vesting upon on the

delivery of a working plant as defined in the Amended and Restated RTEK Agreement.

Any unvested RSUs shall immediately vest in the event

of a Change in Control (as defined in our 2023 Equity Incentive Plan).

August 16, 2024, the parties further amended and restated the Technical Services Agreement (the “Second A&R RTEK Agreement”)

in order to, among other things:

(i) revise and amend the Stage Two Budget and revise the terms of service with respect to the Phase

Two Services (each, as described in the Second A&R RTEK Agreement);

(ii) form an operations committee tasked with ensuring progress

toward our goals under such agreement;

and (iii) issue to RTEK additional RSUs with aggregate value of up to $5.0 million,

subject to RTEK’s achievement of certain milestones and performance criteria.

Note Purchase Agreement

The Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to

Martin Rowley along with other experienced lithium investors of convertible promissory notes with an aggregate total principal amount

of $ 10.0 million, accruing interest at a rate of 6.5 % per annum.

The Notes will mature on the date that is thirty-six months from the

Closing Date.

and Sales Agreements:

In 2023 the Company entered into Offtake and Sales Agreements with each of Sichuan Yahua Industrial Group Co.,

and Sheng Wei Zhi Yuan International Limited.

a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant to which the

Seller agreed, for a period of five ( 5 )

years, to sell to each Buyer 60,000

dry metric tons of lithium concentrate (the “Product”) per year, subject to Seller’s authority to increase or

decrease such quantity by up to ten percent ( 10 %)

Each Buyer agreed invest $ 5.0 million in the purchase of shares of our common stock at $ 29.77 per share and to pre-pay to

us, the Seller, $ 20.0

million (each, a “Pre-Payment Amount”) for future deliveries of the Product after the company obtains customary

Each Pre-Payment Amount will be used to offset against such Buyer’s future payment obligations for the

November 2023, we entered into a Convertible Note Purchase Agreement with Mr.

Martin Rowley relating to the issuance to Mr.

Rowley along with other investors, of convertible promissory notes with an aggregate total principal amount of

million, accruing interest at a rate of 6.5 %

Pursuant to the Convertible Note Purchase Agreement, Mr.

Martin Rowley, through Jaeger, purchased an aggregate of $ 1,967,503.0

of the Notes.

The Notes will mature in November 2026.

March 28, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mitsui through which it

sold and issued an aggregate of 1,871,250 shares

of our common stock in a registered direct offering (the “Mitsui Registered Offering”) at a purchase price of $ 16.0321 per

The Purchase Agreement contains customary representations and warranties, covenants and indemnification rights and

obligations of the Investor and us.

The closing occurred on April 4, 2024.

The gross proceeds from the Mitsui Registered Offering

were $ 30.0 million

before deducting related offering expenses.

connection with the closing of the Mitsui Registered Offering, our subsidiary Atlas Brazil and Mitsui entered into an Offtake and

Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui 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.

related parties outstanding amounts and expenses at the year ending December 31, 2024, and 2023 are shown below:

OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES

SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES

Payable / Debt

RTEK International

Jaeger Investments Pty Ltd.

the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and

its subsidiaries and among the subsidiaries.

Gold Corporation

the year ended December 31, 2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares

of its common stock to Marc Fogassa at prices ranging between $ 0.01 to

The options were valued at $ 115,038 and

recorded to stock-based compensation.

International DMCC

Investments Pty Ltd.

the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas

Lithium and its subsidiaries and among the subsidiaries.

Atlas Critical Minerals Corporation

On December 18, 2024, we entered into an Option

Agreement with Atlas Critical Minerals (the “Option Agreement”), pursuant to which we sold to Atlas Critical Minerals an

option (the “Option”) to acquire 100 %

of the equity interests of Brazil Minerals Resources Corporation, a wholly owned subsidiary of us.

As consideration for the Option,

Atlas Critical Minerals will issue to us 797,957

shares of our common stock, representing $ 500,000

divided by a value per share of $ 0.6266 .

For more information, see “ Item 2.

the year ended December 31, 2024, Atlas Critical Minerals granted Mr.

Fogassa as contractual compensation options to purchase an aggregate

of 210,000 shares of its common stock.

The options issued in 2024 were valued at $ 41,938 in total based on the Black-Scholes option pricing

model with the following average assumptions:

Atlas Critical Minerals’ stock price on date of grant $ 0.74 to $ 1.00 , a strike price

of $ 0.01 to $ 1.00 , illiquidity discount of 75 % , expected dividend yield of 0 % , annualized volatility of 241 % to 312 % , risk-free interest

rate of 3.88 % to 4.64 % , and an expected term of five to ten years .

June 26, 2024, Atlas Critical Minerals amended its employment agreement with Mr.

Fogassa for its Chief Executive Officer position, effective

on July 1, 2024.

Per agreement, Mr.

Fogassa is entitled to receive monthly compensation of $ 25,000 to be paid in cash or in shares of

Atlas Critical Minerals’ common stock and an annual incentive compensation equivalent to 4% of Atlas Critical Minerals’ outstanding

common stock count as of January 1.

of our directors, Rodrigo Menck, has also served as the Chief Financial Officer of Atlas Critical Minerals since September 2024.

In connection

with his appointment to that role on September 18, 2024, Mr.

Menck was entitled to receive a monthly fee of $ 15,000 and was granted

50,000 time-based restricted stock units which shall vest in increments of 25% annually over a period of four years from the date of

the years ended December 31, 2024, and 2023 Atlas Critical Minerals did not issue any warrants.

the year ended December 31, 2024, Atlas Critical Minerals granted Mr.

Fogassa as contractual compensation options to purchase an aggregate

of 210,000 shares of its common stock.

Such options corresponded to the period between January 1, 2024, to June 30, 2024.

issued in 2024 were valued at $ 41,938 in total.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

the Company’s stock price on the date of the grant ($ 0.65 to

our stock price on date of grant $ 0.74 to $ 1.00 , a strike price of $ 0.01 to $ 1.00 , illiquidity discount of 75 % ,

expected dividend yield of 0 % , annualized volatility of 241 % to 312 % , risk-free interest rate of 3.88 % to 4.64 % , and an expected term

of five to ten years .

the year ended December 31, 2023, Atlas Critical Minerals granted options to purchase an aggregate of 420,000

shares of its common stock to Mr.

Fogassa at prices ranging between $ 0.01

The options were valued at $ 115,038

and recorded as stock-based compensation.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

our stock price on the date of the grant ($ 0.65

an illiquidity discount of 75 %,

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risk-free interest rate between a range of 3.42 %

and an expected term between 5 and 10 years.

During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options

at a $ 0.98 weighted

average exercise price.

These exercises were paid for with 386,420 options

conceded in cashless exercises.

As a result of the options exercised, the Company issued 728,580 shares

of Jupiter Gold’s common stock to Marc Fogassa.

As of December 31, 2023, an aggregate 1,210,000 Jupiter

Gold common stock options were outstanding with a weighted average life of 8.22 years

and an expected term between 5

During the year ended December 31, 2023, Mr.

Fogassa exercised a total 1,115,000

options at a $ 0.98

weighted average exercise price.

These exercises were paid for with 386,420

options conceded in cashless exercises.

As a result of the options exercised, Atlas Critical Minerals issued 728,580

shares of its common stock to Mr.

As of December 31, 2024, there were no Atlas

Critical Minerals common stock options outstanding held by related parties.

of December 31, 2023, an aggregate 1,210,000 Atlas

Critical Minerals common stock options granted to Mr.

Fogassa were outstanding with a weighted average life of 8.22 years

at an average exercise price of $ 0.043 and

an aggregated intrinsic value of $ 1,041,300 .

the Company acquired 320,700

shares of Jupiter Gold common stock at $ 1.00

per share in satisfaction of existing debt.

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc

Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

The options were valued at $ 103,707 and recorded to stock-based compensation.

2023, we acquired 320,700

shares of Atlas Critical

Minerals’ common stock at $ 1.00

per share in satisfaction

of existing debt , with all such debt satisfied in 2023.

Resources Corporation

During the year ended December 31, 2024, Apollo Resources

Corporation (“Apollo Resources”) granted Mr.

Fogassa as contractual compensation options to purchase an aggregate of 90,000

shares of its common stock.

Such options corresponded to the period between January 1, 2024, to June 30, 2024.

The options issued in 2024

were valued at $ 134,407 in total.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock

price on the date of the grant ($ 0.58 to $ 1.25 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility

calculated between 97.3 % and 225.8 %, risk-free interest rate between a range of 1.51 % to 3.5 %, and an expected term between 5 and 10

As of December 31, 2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life

of 4.74 years at an average exercise price of $ 0.57 and an aggregated intrinsic value of $ 1,077,050 .

Resource Corporation

our stock price on date of grant $ 6,00 , a strike price of $ 0.01 , illiquidity discount of 75 % , expected dividend yield of 0 % , annualized

volatility of 16,61 % to 17,41 % , risk-free interest rate of 3.88 % to 4.64 % , and an expected term of five to ten years .

the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to

Marc Fogassa at a price of $ 0.01 per share.

The options were valued at $ 235,034 and recorded to stock-based compensation.

Fogassa at a price of $ 0.01 per share.

The options were valued at $ 197,805 and recorded as stock-based compensation.

were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price on the

our stock price on the

date of the grants ($ 5.00 to $ 6.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated

3 unchanged sentences

average exercise price of $ 0.01 and an aggregated intrinsic value of $ 2,425,950 .

During 2023, the Company purchased 527,750 shares

of Apollo Resource Corporation common stock at $ 5.98 per share.

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000

shares of its common stock to Marc Fogassa at

a price of $ 0.01

The options were valued at $ 331,858

and recorded to stock-based compensation.

options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price

on the date of the grant ($ 4.00

an illiquidity discount of 75 %,

expected dividend yield of 0 %,

historical volatility calculated between 49.2 %

risk-free interest rate between a range of 1.51 %

and an expected term of 10

As of December 31, 2022, an aggregate

Apollo Resources common stock options were outstanding

with a weighted average life of 9.33

years at an average exercise price of $ 0.01

and an aggregated intrinsic value of $ 1,125,000 .

related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party.

2023, we purchased 527,750 shares

of Apollo Resource Corporation common stock at $ 5.98 per

We made no such purchases in 2024.

related party transactions are recorded at the exchange amount transacted as agreed between us and the related party.

related party transactions have been reviewed and approved by the board of directors.

For management compensation details, please refer

Executive Compensation.

of Atlas Critical Minerals Corporation and Apollo Resources Corporation

November 6, 2024, Atlas Critical Minerals and Apollo Resources entered into an Agreement and Plan of Merger (the “Merger Agreement”),

which provided for, among other things, the merger of Apollo Resources with and into Atlas Critical Minerals (the “Merger”),

with Atlas Critical Minerals continuing its corporate existence as the surviving corporation.

Prior to the Merger, Apollo Resources was

a subsidiary of Atlas Lithium.

November 19, 2024, following satisfaction and/or waiver of the closing conditions in the Merger Agreement, including approval of the

transactions contemplated under the Merger Agreement by the requisite vote of the shareholders of Atlas Critical Minerals and Apollo

Resources, respectively, the Merger was consummated and Apollo Resources merged with and into Atlas Critical Minerals.

connection with the consummation of the Merger, each share of outstanding Apollo Resources securities was cancelled and converted into

6.62 shares of Atlas Critical Minerals’ common stock.

Immediately following the Merger, the holders of outstanding Apollo Resources

securities owned approximately 59.40% of Atlas Critical Minerals’ outstanding securities.

Our Chief Executive Officer and Chairman, Mr.

Fogassa, who is also the Chief Executive Officer

and Chairman of Atlas Critical Minerals, holds 32.7% of Atlas Critical Minerals’ outstanding equity

interest following the Merger.

the Merger, Atlas Critical Minerals’ wholly owned subsidiaries now include Mineração Apollo Ltda (“MAL”),

Mineração Duas Barras Ltda (“MDB”) and RST Recursos Minerais Ltda (“RST”).

8 – RISKS AND UNCERTAINTIES

Company operates primarily in Brazil which exposes it to currency risks.

The Company’s business activities may generate intercompany

We operate primarily in Brazil which exposes it to currency risks.

Our business activities may generate intercompany

receivables or payables that are in a currency other than the functional currency of the entity.

Changes in exchange rates from the time

the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the

local currency equivalent at the time of the original activity.

Company’s consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between the

applicable foreign currency and the U.S.

the activity occurs to the time payments are made may result in us receiving either more or less in local currency than the local currency

equivalent at the time of the original activity.

Our consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between

the applicable foreign currency and the U.S.

dollar affect the translation of each foreign subsidiary’s financial results into U.S.

dollars for purposes of reporting in the consolidated financial statements.

The Company’s foreign subsidiaries translate their

financial results from the local currency into U.S.

Our foreign subsidiaries translate their financial results

from the local currency into U.S.

dollars in the following manner:

(a) income statement accounts are translated at

average exchange rates for the period;

(a) income statement accounts are translated at average exchange rates

for the period;

(b) balance sheet asset and liability accounts are translated at end of period exchange rates;

and (c) equity accounts are translated at historical exchange rates.

Translation in this manner affects the shareholders’ equity

account referred to as the foreign currency translation adjustment account.

This account exists only in the foreign subsidiaries’

dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

and (c) equity accounts

are translated at historical exchange rates.

Translation in this manner affects the shareholders’ equity account referred to as

the foreign currency translation adjustment account.

This account exists only in the foreign subsidiaries’ U.S.

dollar balance sheets

and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

9 - SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023.

Amended and Restated Articles of Incorporation of the Company dated May 25, 2023.

In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to December

31, 2024 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent

events to disclose in these consolidated financial statements.

and Restated Articles of Incorporation of the Company dated May 25, 2023.

Incorporated by Reference to Exhibit No.

3.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023.

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.

Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023.

Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021.

Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022.

Description of Capital Stock.*

Form of 6.5% Convertible Promissory Note due 2026.

Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023.

2023 Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the Commission on June 2, 2023.#

Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022.

Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

3.3 to the Company’s

Current Report on Form 8-K filed with the Commission on May 26, 2023.

of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of

Nevada on December 18, 2012.

Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on

December 26, 2012.

Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form

8-K filed with the Commission on May 26, 2023.

of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of

Nevada on September 16, 2021.

Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022.

Amended and Restated Employment Agreement Between Marc Fogassa and the Company.

of Capital Stock.

Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the Commission on March 27,

of 6.5% Convertible Promissory Note due 2026.

Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission

on November 8, 2023.

Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the

Commission on June 2, 2023.#

of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022.

Employment Agreement between the Company and Gustavo Pereira de Aguiar.

Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the Commission on May 13, 2022.#

Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.#*

Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd..

Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023.

Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited.

of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit

10.5 to the Form S-1 filed with the Commission on January 28, 2022.

and Restated Employment Agreement Between Marc Fogassa and the Company.

Incorporated by reference to Exhibit 10.1 to the Form S-1

filed with the Commission on January 28, 2022.#

Agreement between the Company and Igor Tkachenko dated September 30, 2023.# Incorporated by reference to Exhibit 10.6 to the Annual

Report on Form 10-K filed with the Commission on March 27, 2024.#

Amendment to Employment Agreement dated September 5, 2024, by and between the Company and Igor Tkachenko.*#

Executive Employment Agreement dated July 23, 2024, by and between the Company and Tiago Moreira de Miranda.

Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on August 9, 2024.#

and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd..

Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023.

and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited.

by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023.

Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

2 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023.

Investor Rights Agreement dated March 27, 2024 by and between the Company and Mitsui & Co.

Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on April 1, 2024.

Offtake and Sales Agreement by and between Atlas Litio Brasil Ltda and Mitsui & Co., Ltd.

dated March 27, 2024.

Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on April 1, 2024.

Amended and Restated Technical Services Agreement dated August 15, 2024, by and between the Company and RTEK International DMCC.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 22, 2024.

At the Market Offering Agreement dated November 22, 2024, by and between the Company and H.C.

Wainwright & Co., LLC.

Incorporated by reference to Exhibit 1.1 to the Form 8-K filed with the Commission on November 22, 2024.

Insider Trading Policy of the Company, dated December 21, 2023.*

Subsidiaries of the Company.*

Consent of Independent Registered Public Accounting Firm.*

Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange

Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange

Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Chief Executive Officer and pursuant to 18 U.S.C.

Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant

of Independent Registered Public Accounting Firm.*

Certification

of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.*

Policy Relating to the Recovery of Erroneously Awarded Compensation*

Certification

of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Chief Executive Officer and pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification

of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Relating to the Recovery of Erroneously Awarded Compensation.

Incorporated by reference to Exhibit 97 to the Annual Report on Form

10-K filed with the Commission on March 27, 2024.

Data files pursuant to Rule 405 of Regulation S-T.

5 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document)

Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company customarily and actually treats the redacted information as private or confidential and the omitted

information is not material.

The Company agrees to furnish on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or

confidentiality analyses to the Securities and Exchange Commission upon its request.

portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because we customarily and actually treat the redacted information as private

or confidential and the omitted information is not material.

We agree to furnish on a supplemental basis an unredacted copy of the exhibit

and our materiality and privacy or confidentiality analysis to the Securities and Exchange Commission upon its request.

management contract or compensatory plan

Form 10-K Summary

We have elected not to provide a summary.

have elected not to provide a summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

5 unchanged sentences

registrant and in the capacities and on the dates indicated:

Executive Officer (Principal Executive Officer) and Chairman of the Board

Gustavo Pereira de Aguiar

Pereira de Aguiar

Financial Officer (Principal Financial and Accounting Officer)

Executive Officer (Principal Executive Officer)

March 14, 2025

Chairman of the Board

Tiago Miranda

Financial Officer

March 14, 2025

Financial and Accounting Officer)

Roger Noriega

March 14, 2025

Roger Noriega

Cassiopeia Olson

March 14, 2025

Stephen Peterson

March 14, 2025

Peterson, CFA

Rodrigo Menck

March 14, 2025

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 9A. Controls and Procedures