Atlas Lithium Corp 10-K

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures Our 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 reporting. 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. After 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. 31 Table of Contents (b) Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as 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”). As 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. Previously Identified Material Weakness in Internal Control Over Financial Reporting A 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. In connection with the re-audit of our financial statements as of and for the fiscal years ended December 31, 2023, and December 31, 2022, we identified a material weakness in our internal control over financial reporting. 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. The lack of U.S. 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. Remediation and Resolution of the Material Weakness To remediate the identified material weakness, we have taken several measures to improve our internal control over financial reporting, including, among others: ● Recruiting 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. ● Enhancing 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. ● Preparing 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. Based 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. Accordingly, our management has determined with reasonable assurance that our internal control over financial reporting was effective as of December 31, 2024. No Attestation Report This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Since we are a smaller reporting company, our report is not subject to attestation by our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. As a result, this Annual Report contains only our report on internal controls. (c) Changes in Internal Control over Financial Reporting Other 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 reporting. (d) Limitations of the Effectiveness of Internal Controls The effectiveness of our system of internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to 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. Item 9B. Other Information. On 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 . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 32 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth certain information as of the date of this Annual Report concerning our directors and executive officers: Name Age Position Marc Fogassa 58 Chairman, Chief Executive Officer, Director Ambassador Robert Noriega 65 Independent Director Cassiopeia Olson, Esq. 47 Independent Director Stephen R. Petersen, CFA 69 Independent Director Tiago Moreira de Miranda 41 Chief Financial Officer, Treasurer, Principal Accounting Officer Igor Tkachenko 39 Vice President, Corporate Strategy Rodrigo Nazareth Menck 49 Director Marc 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. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business Administration degree in 1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive Officer of Atlas Critical Minerals Corporation, our consolidated subsidiary. Mr. Fogassa serves as a director because of his experience in the management of public companies in mineral exploration and his understanding of Brazil, the jurisdiction where we operate. Ambassador Roger Noriega , age 66, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since 2021. He has extensive experience in Latin America. Ambassador Noriega was appointed by President George W. Bush and confirmed by the U.S. Senate as U.S. Assistant Secretary of State and served from 2003 to 2005. In that capacity, Amb. Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean. Prior to this assignment, Amb. Noriega served as U.S. Ambassador to the Organization of American States from 2001 to 2003. Since 2009, Amb. Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that he founded. Amb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. Ambassador Noriega serves as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil. 33 Table of Contents Cassiopeia Olson, Esq. , age 47, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 2021. She is an attorney with extensive experience in international contracts, securities law and venture negotiations. She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services sectors. From 2013 to 2017, Ms. Olson was at Kaplowitz Firm P.C. and from 2017 to January 2020, she was an attorney with the Crone Law Group. From February 2020 to May 2022 Ms. Olson was an attorney with Ellenoff Grossman & Schole LP. She has been with Mitchell Silberberg & Knupp since May of 2022. She received a B.A. in Economics and Finance from Loyola University in Chicago, and a J.D. from The John Marshall School of Law. Ms. Olson serves as a director because of her experience with working with large multinational companies in complex transactions and her knowledge of U.S. securities law. Stephen R. Petersen, CFA , age 69, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 2021. Mr. Petersen has over 40 years of experience in the capital markets and investment management. Since 2013, he has been a Managing Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32 years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He began his career at Fidelity as an Equity Analyst. Mr. Petersen received a B.B.A. in Finance and an M.S. in Finance from the University of Wisconsin-Madison. Mr. Petersen serves on the Board of the University of Wisconsin Foundation and Chairs its Investment Committee. He also is Co-Chair of the Executive Committee for the Catholic Schools Foundation Inner-City Scholarship Fund. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serves as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements. Tiago 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 in Brazil. He has an undergraduate degree in Business Administration and Accounting, and a Master of Business Administration, both from IBMEC in Brazil. Mr. Miranda is fluent in Portuguese, English and Spanish. Igor Tkachenko , age 39, has been our Vice President, Corporate Strategy since 2023. Mr. 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. In 2022, Igor Tkachenko began consulting for us as our Director of Strategic Development, overseeing the rapid expansion of our investor relations efforts. He participated in the design and execution of our organizational growth strategy that led to our successful up-listing to Nasdaq in January 2023. Mr. Tkachenko graduated from the emergency medicine residency in 2019, after which he worked clinically at the University of Tennessee Medical Center and served as a Clinical Assistant Professor at the University of Tennessee Graduate School of Medicine. Mr. Tkachenko transitioned from his academic role to take on an executive position 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. Rodrigo Nazareth Menck , age 49, has served as a director since August 2024. Mr. 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. Between 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 Brazil. From May 2008 to January 2011 Mr. Menck held positions at Braskem SA, a large Brazilian petrochemical company. From January 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. Mr. 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. Mr. Menck is fluent in Portuguese, English and Spanish and is a Certified CFO by the Brazilian Institute of Financial Executives in Brazil. Board Composition Our Board of Directors currently is composed of five members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA, Rodrigo Menck, and Marc Fogassa. There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer. Director Independence We currently have three independent directors on our Board of Directors. We use the definition of “independence” found in the Listing Rules of the Nasdaq Stock Market (“Nasdaq”) to make this determination. Our Board of Directors has undertaken a review of the independence of each director and will review the independence of any new director based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination of independence. Our Board of Directors has determined that each of Ambassador Noriega, Mr. Petersen, and Ms. Olson is independent. 34 Table of Contents Role of our Board of Directors in Risk Oversight One of the key functions of our Board of Directors is informed oversight of our risk management process. 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. Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct. Committees of our Board of Directors Our Board of Directors has established three standing committees - the Audit Committee, the Compensation Committee, and the Nominations Committee. Audit Committee Nasdaq listing rules require that our Audit Committee be composed of at least three members, all of whom shall be “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. As of the date hereof, our Audit Committee was composed of Ambassador Noriega, Mr. Petersen and Ms. Olson, each of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules. The Board has determined that Mr. Petersen qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Compensation Committee and Nominations Committee 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 directors. As of the date hereof, the members of each of our Nominations Committee and Compensation Committee are: Compensation Committee Nominations Committee Ambassador Roger Noriega Cassiopeia Olson, Esq. Cassiopeia Olson, Esq. Stephen R. Petersen, CFA Compensation Committee Interlocks and Insider Participation At no time have any of the members of our Compensation Committee been one of our officers or employees. Mr. 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. Until 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. ” Code of Business Conduct and Ethics We adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. We intend to disclose future amendments to such 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/. Controlled Company As 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. Delinquent Section 16(a) Reports Under Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required to report initial ownership of our common stock and any subsequent changes in ownership to the SEC. Specific due dates have been established by the SEC, and we are required to disclose in this Annual Report any failure to file required ownership reports by these dates. Based solely upon a review of forms filed with the SEC and the written representations of such persons, we are aware of the following: (i) Each of Ms. Olson, Mr. 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. Ms. 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. Mr. Petersen’s late Form 5 also included three additional transactions that should have been reported in 2023. (ii) Mr. Fogassa filed seven late Form 4s in 2024, relating to twelve transactions. (iii) Mr. Menck filed one late Form 4 in 2024, relating to one transaction. (iv) A late 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. (v) Mr Talbot did not file two Form 4s in 2024. (vi) Mr Aguiar did not file one Form 4 in 2024. Insider 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. 35 Table of Contents Item 11. Executive Compensation. Compensation of Named Executive Officers This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 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 31, 2024; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year. We have identified the following individuals as our named executive officers according to this definition: ● Marc Fogassa, our Chief Executive Officer and Chairman; ● Tiago Miranda, our Chief Financial Officer and Treasurer; ● Gustavo Aguiar, our former Chief Financial Officer and Treasurer; ● Igor Tkachenko, our Vice President of Corporate Strategy; and ● Brian Talbot, our former Chief Operating Officer and director. 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 our named executive officers generally include a base salary, an annual cash bonus and equity. Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) (2) Total ($) Marc Fogassa, Chairman and 2024 - - 624,539 (3) 12,474,639 (4) - (3) 131,182 13,230,360 Chief Executive Officer 2023 - - 607,786 (3) 2,133,410 (5) 624,539 (3) 34,645 3,400,200 Tiago Moreira, Chief Financial Officer 2024 101,855 (6) 466,912 (7) - 18,000 (6) 6,932 593,699 Gustavo Aguiar, 2024 103,861 (8) - - - 93,000 (9) 51,601 248,462 Former Chief Financial Officer 2023 133,692 (8) - - - 47,520 (9) 3,476 184,688 Igor Tkachenko, VP, Corporate Strategy 2024 420,000 (10) - - - - - 420,000 2023 210,000 (10) - 4,234,498 (11) - - - 4,444,498 Brian Talbot, former Chief Operating Officer and director 2024 275,000 (12) - 615,792 (13) - - - 890,792 (1) The 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. (2) 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. Fogassa’s 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. (3) Pursuant to the terms of Mr. Fogassa’s amended and restated employment agreement, his performance bonus for each calendar year is earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year. Such an amount is paid half in cash and half in fully vested shares of common stock granted after the performance bonus is determined. The amount shown in the 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, 2024. 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 Form 10-K/A. . 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. (4) Represents the fair value of the non-qualified stock options granted to Mr. Fogassa. (5) Represented 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. (6) The amount included in the Salary column represents Mr. Miranda’s 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. (7) 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. (8) Represents Mr. Pereira 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. (9) Pursuant to his employment agreement, Mr. Pereira de Aguiar was entitled to a cash bonus tied to certain performance metrics. Mr. Pereira de Aguiar resigned from the Company on July 17, 2024. (10) Mr. Tkachenko was appointed Vice President, Corporate Strategy in September 2023 and the amount shown represents a pro-ration of his annual base salary of $420,000 for 2023 and full amount for 2024. As described under “ Igor Tkachenko Agreement ,” below, beginning October 1, 2024, Mr. Tkachenko’s 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. (11) Represents 80,000 shares of common stock granted to Mr. Tkachenko as a bonus during his consultancy period, prior to becoming an executive officer, and 40,533 shares issued pursuant to Mr. Tkachenko’s employment agreement based on us achieving certain market capitalization milestones that, in the aggregate, had a grant date fair value of $2,957,912. The amount in the table also includes $1,276,585 related to 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 160,145. 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. (12) Represents the monthly salary of $55,000 per month paid to Mr. Talbot. Mr. Talbot resigned from the Company on August 16, 2024. (13) Represents the fair value of the 83,000 shares of our common stock granted to Mr. Talbot. 36 Table of Contents Narrative to Summary Compensation Table Marc Fogassa Agreement On December 31, 2020, our Board approved an amendment and restatement of the employment agreement between us and Mr. Fogassa, our Chief Executive Officer (“A&R Employment Agreement”). Under the A&R Employment agreement, Mr. Fogassa no longer received a salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per annum. Instead, he was to be granted non-qualified stock options 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, Mr. 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 stock. Under the A&R Employment Agreement, Mr. Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary residence out of the United States. We shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Mr. Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by Mr. Fogassa. 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 by Mr. Fogassa, we shall pay the annual premium costs of a life insurance policy for Mr. Fogassa in the amount of $5,000,000 for payment to his designated beneficiaries. In the event of termination of employment by us, we shall immediately make a payment to Mr. Fogassa equal to $500,000. If upon the completion of a change of control, or other corporate event, Mr. Fogassa is no longer our Chief Executive Officer, or the Chief Executive Officer of our new controlling person, as the case may be, then we shall immediately make a payment to Mr. Fogassa equal to $2,000,000. Tiago Moreira de Miranda Agreement On 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; (ii) have 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. Mr. Miranda receives separate compensation for supervising the internal accounting and other financial-related functions for Atlas Critical Minerals, a subsidiary of Atlas Lithium. Gustavo Pereira de Aguiar Agreement On 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 Agreement”). Under the GPA Employment Agreement, Mr. Pereira de Aguiar received a signing bonus totaling $25,000, and was entitled to base cash compensation of $9,500 per month and a maximum annual bonus of $45,000, with the amount received conditioned on the filing by us, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC. Further, on the Start Date, for the purchase price of $1.00, Mr. Pereira de Aguiar was 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. The 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 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. 37 Table of Contents In December 2023, the Board approved certain amendments to Mr. Pereira de Aguiar’s compensation, pursuant to which, (i) effective September 1, 2023, he 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. On July 17, 2024, Gustavo P. Aguiar resigned as our Chief Financial Officer (serving as the principal financial and accounting officer) and Treasurer. Mr. Aguiar’s resignation was not due to any disagreement with us on any matter relating to our operations, policies or practices. Mr. Aguiar left to work with his father on a real estate business opportunity. Igor Tkachenko Agreement On September 30, 2023, we entered into an employment agreement with Igor Tkachenko that provides for a term through December 31, 2026, subject to renewal by mutual consent. The agreement provides that Mr. Tkachenko will serve as our Vice President of Corporate Strategy and will be entitled to a base salary of $420,000 per year. Additionally, Mr. Tkachenko will have the right to receive shares of our common stock equal to 0.2% of the shares of common stock then outstanding when and if our market capitalization reaches $200 million, $300 million, $400 million, $500 million, $600 million, $800 million and $1 billion. The agreement further provides that in the event that we undergo a change in control (as defined in our 2023 Stock Incentive Plan) and any of the foregoing performance requirements have not been met, Mr. Tkachenko’s right to receive such shares will be accelerated. The agreement also contains a non-compete provision pursuant to which Mr. Tkachenko has agreed not to engage in competitive activities during his employment period and for a period of one year thereafter. On September 5, 2024, we entered into an Amendment to Employment Agreement with Mr. 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. Brian Talbot Mr. 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 $55,000 and (ii) the following equity awards: (a) 75,000 shares of our common stock; (b) 10,000 time-based restricted stock units (“RSUs”), such awards to vest monthly in six equal installments; (c) 50,000 performance-based RSUs, such awards to vest on the delivery of the Definitive Feasibility Study of our Neves lithium project. On August 16, 2024, Mr. Talbot resigned as an officer and director. As a result of the resignation, the 50,000 performance-based RSUs disclosed above were forfeited. As of the date of his resignation, 7,500 performance-based RSUs vested and the vesting of an additional 500 performance-based RSUs was accelerated in connection with the resignation. Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2024: Option awards Stock awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) Marc Fogassa - - - - - - - - - Tiago Miranda (2) - - - - - 40,000 253,200 - - Igor Tkachenko (3) - - - - - - - 160,145 1,013,718 Gustavo Aguiar (4) - - - - - - - - - Brian Talbot (4) - - - - - - - - - (1) All amounts are based on the closing price of our common stock on December 31, 2024, of $6.33. (2) Represents restricted stock units, 10,000 of which vest on each of July 23, 2025, July 23, 2026, July 23, 2027, and July 23, 2028. (3) Represents the aggregate number of shares of our common stock that Mr. Tkachenko is entitled to receive pursuant to his employment agreement, if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1 billion. The Monte Carlo Simulation valuation performed on December 31, 2023, was updated based on December 31, 2024, indicators and the assumed number of shares increased from 127,635 to 160,145, however there was no increase to the fair value previously calculated. (4) These former officers do not have any outstanding equity award at fiscal year-end. 38 Table of Contents Director Compensation The following table sets forth a summary of compensation for the fiscal year ended December 31, 2024, that we paid to each director other than our chief executive officer and our former chief operating officer, whose compensation is fully reflected in the Summary Compensation Table set forth above. We do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors; therefore, these columns have been omitted from the following table. No other or additional compensation for services was paid to any of the directors. In December 2023, the Board of Directors approved a new compensation program for directors, beginning in 2024, pursuant to which each director shall receive options to purchase 10,000 shares of our common stock, which will vest monthly in equal increments over a one-year period. Name Fees Earned or Paid in Cash ($) Stock Compensation ($)(1) Option Compensation ($)(1) Total ($) Ambassador Roger Noriega - $ 312,705 (2) $ 312,705 Cassiopeia Olson, Esq. $ - $ 312,705 (2) $ 312,705 Stephen R. Petersen, CFA $ - $ 312,705 (2) $ 312,705 Rodrigo Menck $ 103,700 (3) $ $ 103,700 (1) 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 718. (2) 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. These options allow the purchase of up to 10,000 shares of common stock at an exercise price of $0.0075 per share. (3) 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. 39 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information 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 with respect to the 2023 Stock Incentive Plan as of December 31, 2024. Plan Category Number of 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 (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders (2023 Stock Incentive Plan) 398,145 0.01 (i) 812,076 Equity compensation plans not approved by security holders - - (i) - Total 398,145 0.01 (i) 812,076 (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 The 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 stock. Name and Address of Beneficial Common Stock (2) Series A Preferred Stock (3) Combined Voting Power Owner (1) Number % Number % Number(4) % (5) Directors and Named Executive Officers: Marc Fogassa (6) 4,990,351 29.2 % 1 100 % 4,990,352 65.3 % Ambassador Roger Noriega (7) 394,368 2.3 % - - 394,368 1.1 % Cassiopeia Olson, Esq. (8) 25,905 0.2 % - - 25,905 0.1 % Stephen Petersen (9) 56,475 0.3 % - - 56,475 0.1 % Rodrigo Menck (10) 15,617 0.1 % - - 15,617 0.0 % Igor Tkachenko (11) 203,707 1.2 % - - 203,707 0.6 % Tiago Miranda (12) 231 0.0 % - - 231 0.0 % Gustavo Aguiar (15) - - - - - - Brian Talbot (15) - - - - - - All executive officers and directors (7 persons) (13) 5,686,654 33.2 % 1 100 % 5,686,655 67.3 % Over 5% Stockholders: Mitsui & Co., Ltd. (14) 1,871,250 10.9 % - - 1,871,250 5.4 % 40 Table of Contents (1) The mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 1200 N. Federal Hwy, Suite 200, Boca Raton, FL 33432. (2) Each share of common stock is entitled to one vote. (3) The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock 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. The one issued and outstanding share of Series A Preferred Stock has been held by Mr. Fogassa since 2012. (4) Represents shares and rights on an as converted to common stock basis. (5) Represents percentage of voting power of our common stock and Series A Preferred. 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. (6) 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. Fogassa has held since 2012. (7) 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 days. (8) 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 days. (9) 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 days. (10) 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 days. (11) Consists of 192,530 shares of common stock and 11,177 shares earned via contractual compensation which will be issued within 60 days. (12) Consists of 231 shares of common stock; Mr. 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. (13) 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. (14) 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. (15) We do not have information regarding the beneficial ownership of Mr. Aguiar and 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. 41 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. Transactions with Subsidiaries As 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. During 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. All outstanding options to purchase shares of Apollo Resources’ common stock were exercised before the merger with Atlas Critical Minerals. During 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. The options 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. On 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. One 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. Transactions with Former Related Parties Martin Rowley : 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. 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. RTEK International DMCC : On September 22, 2023, we entered into a Lead Advisory Services Agreement with Martin Rowley, through which Mr. 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, a former officer. On July 17, 2023, we entered into a Technical Services Agreement for mining engineering, planning and business development services with RTEK International DMCC (“RTEK”), an entity controlled by 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. On 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 .” 42 Table of Contents Director Independence Our Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq., and Stephen Petersen, CFA are “independent” as such term is defined with respect to directors by the Nasdaq Stock Market Rules. Please refer to our disclosures in “Overview of Corporate Governance” and “Committees of our Board of Directors” for a more detailed discussion on these topics. Item 14. Principal Accounting Fees and Services. The following table presents fees for professional audit services and other services rendered to us by Pipara relating to our fiscal years ended December 31, 2024, and 2023 respectively. Fee Type 2024 2023 Audit Fees (1) $ 228,650 $ 88,000 Audit-Related Fees (2) 32,500 27,500 Tax Fees (3) — — All Other Fees (4) — — Total $ 261,150 $ 115,500 (1) “Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by Pipara in connection with statutory and regulatory filings or engagements. (2) “Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” (3) “Tax Fees” consist of fees billed for professional services rendered by Pipara for tax compliance, tax advice and tax planning. There were no such fees billed by auditors during the last two fiscal years. (4) “All Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees, and Tax Fees. There were no such fees billed by Pipara during the last two fiscal years. Pre-Approval Policies and Procedures All 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. 43 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report. (i) Financial Statements - see Item 8. Financial Statements and Supplementary Data (ii) Financial Statement Schedules – None (Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.) (iii) Report of Independent Registered Public Accounting Firm. (iv) Notes to Financial Statements. (b) Exhibits The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report. 44 Table of Contents ATLAS LITHIUM CORPORATION. TABLE OF CONTENTS DECEMBER 31, 2024 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6841 ) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statement of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Atlas Lithium Corporation (ATLX) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation (ATLX) and its subsidiaries (the ‘Company’) as of December 31, 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 of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, no such opinion is expressed. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. For, Pipara & Co LLP ( 6841 ) We have served as the Company’s auditor since 2024 Place: Ahmedabad, India Date: March 14, 2025 F- 2 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2024 and December 31, 2023 December 31, December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 15,537,476 $ 29,549,927 Trade receivable 47,682 - Inventories 492,812 - Taxes recoverable 29,431 50,824 Prepaid and other current assets 134,983 113,905 Total current assets 16,242,384 29,714,656 Taxes recoverable 1,704,994 - Property and equipment, net 38,855,071 13,477,602 Intangible assets, net 399,773 45,777 Right of use assets - operating leases, net 499,605 335,634 Other assets 152,781 - Total assets $ 57,854,608 $ 43,573,669 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 5,001,664 $ 4,668,857 Derivative liabilities 462,638 1,000,060 Convertible Debt 81,918 67,024 Operating lease liabilities 134,300 127,482 Other current liabilities 8,084 41,596 Total current liabilities 5,688,604 5,905,019 Convertible Debt 9,807,883 9,703,700 Operating lease liabilities 312,918 231,278 Deferred consideration from royalties sold 20,000,000 20,000,000 Other noncurrent liabilities 33,962 58,579 Total liabilities 35,843,367 35,898,576 Stockholders’ Equity: Series A preferred stock, $ 0.001 par value. 1 share authorized; 1 share issued and outstanding as of December 31, 2024 and December 31, 2023 1 1 Common stock, $ 0.001 par value. 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 16,015 12,764 Additional paid-in capital 166,110,916 110,195,978 Accumulated other comprehensive loss ( 179,990 ) ( 138,829 ) Cumulative Adjustment of the Valuation of Fin. Instruments ( 278,820 ) - Accumulated deficit ( 144,410,340 ) ( 102,822,123 ) Total Atlas Lithium Co. stockholders’ equity 21,257,782 7,247,791 Non-controlling interest 753,459 427,302 Total stockholders’ equity 22,011,241 7,675,093 Total liabilities and stockholders’ equity $ 57,854,608 $ 43,573,669 The accompanying notes are an integral part of the consolidated financial statements. F- 3 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Twelve Months Ended December 31, 2024 and 2023 Twelve months ending December 31 2024 2023 Gross revenues $ 748,654 $ - Sales deductions $ ( 81,523 ) $ - Net revenue $ 667,131 $ - Cost of revenue $ ( 401,437 ) $ - Gross profit $ 265,694 $ - Operating expenses General and administrative expenses 15,638,928 9,917,949 Stock-based compensation 25,306,719 15,513,666 Exploration 3,039,881 16,584,296 Other operating expenses 138,411 90,821 Total operating expenses 44,123,939 42,106,732 Loss from operations ( 43,858,245 ) ( 42,106,732 ) Other expense (income) Other expense (income) 1,338,370 194,175 Fair value adjustments, net (income) ( 419,993 ) 174,608 Finance costs (revenue) ( 382,323 ) ( 485,499 ) Total other expense 536,054 ( 116,716 ) Loss before income taxes ( 44,394,299 ) ( 41,990,016 ) Income taxes 18,923 - Net loss ( 44,413,222 ) ( 41,990,016 ) Loss attributable to non-controlling interest ( 2,172,026 ) ( 1,221,741 ) Net loss attributable to Atlas Lithium Corporation stockholders $ ( 42,241,196 ) $ ( 40,768,275 ) Basic and diluted loss per share Net loss per share attributable to Atlas Lithium Corporation common stockholders $ ( 2.91 ) $ ( 4.37 ) Weighted-average number of common shares outstanding: Basic and diluted 14,532,206 9,325,177 Comprehensive loss: Net loss $ ( 44,413,222 ) $ ( 41,990,016 ) Foreign currency translation adjustment ( 41,161 ) ( 132,193 ) Comprehensive loss ( 44,454,383 ) ( 42,122,209 ) Comprehensive loss attributable to noncontrolling interests ( 2,130,865 ) ( 1,354,750 ) Comprehensive loss attributable to Atlas Lithium Corporation stockholders $ ( 42,323,518 ) $ ( 40,767,459 ) The accompanying notes are an integral part of the consolidated financial statements. F- 4 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Twelve Months Ended December 31, 2024 and 2023 Shares Value Shares Value Shares Value Capital Loss Instruments Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Cumulative Adjustment of the Valuation of Fin. Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Instruments Deficit Interests (Deficit) Balance, December 31, 2022 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,063,367 $ ( 6,636 ) $ - $ ( 60,391,694 ) $ ( 212,239 ) $ 1,458,124 Issuance of common stock in connection with sales made under private offerings - - - - 2,449,467 2,449 33,147,014 - - - - 33,149,463 Issuance of common stock in connection with purchase of mining rights - - - - 77,240 77 749,923 - - - - 750,000 Exercise of options into Series D preferred stock - - 108,000 108 - - 2,934 - - - - 3,042 Conversion of Convertible Preferred D stock into Common Stock - - ( 322,006 ) ( 322 ) 4,293,409 4,293 - - - - - 3,971 Other changes in Noncontrolling interest - - - - - - - - - ( 1,662,154 ) 1,662,154 - Exercise of warrants - - - - 446,948 447 ( 447 ) - - - - - Exercise of option issued - - - - 386,503 386 ( 386 ) - - - - - Stock based compensation - - - - - - 14,233,573 - - - 312,842 14,546,415 Change in foreign currency translation - - - - - - - ( 132,193 ) - - ( 113,714 ) ( 245,906 ) Net loss - - - - - - - - - ( 40,768,275 ) ( 1,221,741 ) ( 41,990,016 ) Balance, December 31, 2023 1 $ 1 - $ - 12,763,581 $ 12,764 $ 110,195,978 $ ( 138,829 ) $ - $ ( 102,822,123 ) $ 427,302 $ 7,675,093 F- 5 Table of Contents Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Cumulative Adjustment of the Valuation of Fin. Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Instruments Deficit Interests (Deficit) Balance, December 31, 2023 1 $ 1 - $ - 12,763,581 $ 12,764 $ 110,195,978 $ ( 138,829 ) $ - $ ( 102,822,123 ) $ 427,302 $ 7,675,093 Balance 1 $ 1 - $ - 12,763,581 $ 12,764 $ 110,195,978 $ ( 138,829 ) $ - $ ( 102,822,123 ) $ 427,302 $ 7,675,093 Issuance of common stock in connection with sales made under private offerings - - - - 2,062,973 2,063 31,313,878 - - - 1,600,700 32,916,641 Issuance of common stock in exchange for consulting, professional and other services - - - - 36,000 36 398,977 - - - - 399,013 Exercise of warrants 1,115,862 1,116 3,000 - - - - 4,116 Stock based compensation - - - - 36,326 36 24,199,083 - - - 1,788,321 25,987,440 Adjustment of the Valuation of Fin. Instruments - - - - - - - - ( 278,820 ) - - ( 278,820 ) Other changes in Noncontrolling interest - - - - - - - - - 652,979 ( 652,979 ) - Change in foreign currency translation - - - - - - - ( 41,161 ) - - ( 237,859 ) ( 279,020 ) Net loss - - - - - - - - - ( 42,241,196 ) ( 2,172,026 ) ( 44,413,222 ) Balance, December 31, 2024 1 $ 1 - $ - 16,014,742 $ 16,015 $ 166,110,916 $ ( 179,990 ) $ ( 278,820 ) $ ( 144,410,340 ) $ 753,459 $ 22,011,241 Balance 1 $ 1 - $ - 16,014,742 $ 16,015 $ 166,110,916 $ ( 179,990 ) $ ( 278,820 ) $ ( 144,410,340 ) $ 753,459 $ 22,011,241 The accompanying notes are an integral part of the consolidated financial statements. F- 6 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Twelve Months Ended December 31, 2024 and 2023 Twelve months ended Twelve months ended December 2024 December 2023 Cash flows from operating activities of continuing operations: Net loss $ ( 44,413,222 ) ( 41,990,016 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services 25,306,720 15,513,666 Depreciation and amortization 198,623 24,923 Interest expense 814,646 82,395 Derivative liabilities 2,847 - Fair value adjustments ( 555,780 ) 174,608 Write off property and equipment 1,331,124 - Other non-cash expenses ( 75,418 ) ( 258,965 ) Gain/loss on FOREX transactions - - Changes in operating assets and liabilities: Inventories and trade receivable ( 427,184 ) - Taxes recoverable ( 1,683,632 ) ( 50,602 ) Deposits and advances ( 176,301 ) 22,743 Accounts payable 1,082,745 564,716 Deferred consideration from royalties sold - 20,000,000 Other noncurrent liabilities ( 190,012 ) ( 46,070 ) Net cash provided (used) by operating activities ( 18,784,844 ) ( 5,962,602 ) Cash flows from investing activities: Acquisition of capital assets ( 22,441,552 ) ( 7,935,894 ) Capitalized Exploration costs ( 4,496,977 ) - Increase in intangible assets ( 405,907 ) ( 34,278 ) Net cash used in investing activities ( 27,344,436 ) ( 7,970,172 ) Cash flows from financing activities: Net proceeds from sale of common stock 31,919,448 33,156,735 Net proceeds from sale of common stock of subsidiaries 1,000,000 - Leases payments ( 150,953 ) - Cash received upon issuance of debt - 10,000,024 Cash used in payment of debt ( 636,823 ) - Net cash provided by financing activities 32,131,672 43,156,759 Effect of exchange rates on cash and cash equivalents ( 14,843 ) 45,584 Net increase (decrease) in cash and cash equivalents ( 14,012,451 ) 29,269,569 Cash and cash equivalents at beginning of period 29,549,927 280,358 Cash and cash equivalents at end of period $ 15,537,476 29,549,927 The accompanying notes are an integral part of the consolidated financial statements. F- 7 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium.” the “Company”, “the Registrant”, “we”, “us”, or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil. Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 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. (“RST”) and 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. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates. Recent Accounting Pronouncements 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: In 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 formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect the adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. Management does not expect this new guidance to have any impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We do not expect the adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In 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. In 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. F- 8 Table of Contents Fair Value of Financial Instruments 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 orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of 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: Level 1. Observable inputs such as quoted prices in active markets. Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2024, and 2023, our derivative liabilities were considered a level 2 liability. See 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 and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Cash and Cash Equivalents 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. banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating into approximately $ 40,373 as of December 31, 2024). Trade Receivable Trade 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 future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If 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. Inventories 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. Taxes Recoverable We record a receivable for value added taxes recoverable from Brazilian authorities on goods and services purchased by our Brazilian subsidiaries. These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier withholding taxes, or other taxes payable. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net. F- 9 Table of Contents The processing plant and other machinery are depreciated over an estimated useful life of ten years ; vehicles are depreciated over an estimated life of five years ; and computers and other office equipment over an estimated useful life of five years . Mineral Properties and Mineral Rights Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning within a reserve area. Whether to capitalize an exploration cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis. Proceeds received on the sale of interests in exploration and evaluation assets are credited to the incurred exploration and evaluation expenditures, with any excess included in operations. Write-downs due to impairment in value are charged to profit or loss. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2024, and 2023, we did not recognize any impairment losses related to mineral properties held. Mineral properties are amortized throughout the life of the property based on an units-of-production method. Intangible Assets For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of software acquired. Impairment of Intangible Assets with Indefinite Useful Lives 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. On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value. Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis include estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset. F- 10 Table of Contents Impairment of Long-Lived Assets For 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. Variable Interest Entities 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, 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. Therefore, we concluded that we are the primary beneficiary of Atlas Critical Minerals. Revenue Recognition We recognize revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price F- 11 Table of Contents ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct). The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Non-cash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relatively standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. F- 12 Table of Contents Costs of Goods Sold Included within costs of goods sold are costs of production such as diesel fuel, labor, and transportation. Stock-Based Compensation 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. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of stock options and performance awards without a market condition is estimated, at the date of grant, using the Black-Scholes option-pricing model. The fair value of restricted stock awards and stock options with a market condition is estimated, at the date of grant, using the Monte Carlo Simulation model. The fair value of restricted stock awards with a required lock-up period without a market condition is estimated at the date of grant, using the Hull-White Lattice (binomial) model. The Black-Scholes, Monte Carlo Simulation, and Hull-White Lattice valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate, illiquidity discount, and dividend yield. In valuing our stock options, significant judgment is required in determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility for stock options is based on the historical and implied volatility of 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. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the valuation models may not provide an accurate measure of the fair value of our stock options, restricted stock and performance-based awards. Although the fair value of stock options and restricted stock awards is determined in accordance with ASC Topic 718, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. Debt In accordance with ASC 470, Debt (“ASC 470”) 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. Derivative Instruments 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. F- 13 Table of Contents In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Foreign Currency 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. Income Taxes 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. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have identified the United States Federal tax returns as our “major” tax jurisdiction. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21 % beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of 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 non-U.S. 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. F- 14 Table of Contents Basic Income (Loss) Per Share 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. Other Comprehensive Income Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments. Leases Contractual arrangements are assessed at inception to determine if they represent or contain a lease. Right-of-use (“ROU”) assets related to operating leases are separately reported in the Consolidated Balance Sheets. Separate current and non-current liabilities for operating and finance leases are reported on the Consolidated Balance Sheets. Operating and finance lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment The following table sets forth the components of our property and equipment as of December 31, 2024, and 2023: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2024 December 31, 2023 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Capital assets subject to depreciation: Computers and office equipment $ 10,616 $ ( 165 ) $ 10,451 $ - $ - $ - Machinery and equipment 184,824 ( 4,024 ) 180,800 - - - Facilities 14,508 ( 191 ) 14,317 - - - Land 4,144,470 - 4,144,470 361,674 - 361,674 Prepaid Assets (CIP) 23,449,896 - 23,449,896 6,046,061 - 6,046,061 Mining rights 6,558,161 - 6,558,161 7,069,867 - 7,069,867 Exploration costs 4,496,976 - 4,496,976 - - - Total fixed assets $ 38,859,451 $ ( 4,381 ) $ 38,855,071 $ 13,477,602 $ - $ 13,477,602 F- 15 Table of Contents For the years ended December 31, 2024, and 2023, we recorded depreciation expense of $ 4,381 and $ nil , 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. Accounts Payable and Accrued Liabilities SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2024 December 31, 2023 Accounts payable and other accruals $ 5,001,664 $ 3,588,074 Mineral rights payable - 1,080,783 Total $ 5,001,664 $ 4,668,857 Leases Finance Leases For the reporting period ended December 31, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified. Operating Leases Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU and lease liabilities are primarily related to commercial offices with third parties. The lease agreements have terms between 2 to 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: SCHEDULE OF OPERATING LEASE LIABILITY Lease liabilities on January 1, 2024 $ 358,760 Additions $ 313,953 Interest expense $ 18,019 Lease payments $ ( 150,303 ) Foreign exchange ( 93,211 ) Lease liabilities on December 31, 2024 $ 447,218 Current portion $ 134,300 Non-current portion $ 312,918 The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below: SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS Less than one year $ 158,722 Year 2 $ 140,464 Year 3 $ 84,467 Year 4 $ 79,454 Year 5 $ 39,727 Total contractual undiscounted cash flows $ 502,834 F- 16 Table of Contents Convertible Debt SCHEDULE OF CONVERTIBLE DEBT December 31, 2024 December 31, 2023 Due to Nanyang Investment Management Pte Ltd 5,933,866 5,862,434 Due to Jaeger Investments Pty Ltd 1,977,979 1,954,145 Due to Modha Reena Bhasker 988,978 977,072 Due to Clipper Group Limited 988,978 977,072 Total convertible debt $ 9,889,801 $ 9,770,724 Current portion $ 81,918 $ 67,024 Non-current portion $ 9,807,883 $ 9,703,700 On November 7, 2023, we entered into a convertible note purchase agreement (“November 7, 2023, Convertible Note Agreement”) with Mr. 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: - Maturity date: 36 months from the date of issuance; - Principal repayment terms: due on maturity; - Interest rate: 6.5 % per annum; - Interest payment terms: due semiannually in arrears until Maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of our common stock, or in any combination thereof; - Conversion right: 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 date; and - Conversion price: US$ 28.225 /share - Redemption right: 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 we notify the holder of our election to redeem the convertible note, the holder may then convert immediately at the conversion price. On 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). Derivative Liabilities SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2024 December 31, 2023 Derivative liability - conversion feature on the convertible debt 66,310 486,303 Derivative liability - restricted stock awards 121,512 513,757 Derivative liability - Non-Deliverable Forward 274,816 - Total derivative liabilities $ 462,638 $ 1,000,060 a) Derivative liability – embedded conversion feature on convertible debt On November 7, 2023, we issued convertible promissory notes to Martin Rowley and other investors as further disclosed in Note 2. In accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative. As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position. The derivative liability is measured at fair value through profit or loss. F- 17 Table of Contents On 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: SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION Value cap Value floor Measurement date November 7, 2023 November 7, 2023 Number of options 354,297 354,297 Stock price at fair value measurement date $ 22.8200 $ 22.8200 Exercise price $ 28.2250 $ 35.2813 Expected volatility 111.81 % 111.81 % Risk-free interest rate 4.64 % 4.64 % Dividend yield 0.00 % 0.00 % Expected term (years) 3.00 3.00 On December 31, 2024, the fair value of the embedded conversion feature was determined to be $ 66,310 using a Black-Scholes collar option pricing model with the following assumptions: Value cap Value floor Measurement date December 31, 2024 December 31, 2024 Number of options 354,297 354,297 Stock price at fair value measurement date $ 6.3300 $ 6.3300 Exercise price $ 26.1101 $ 32.6376 Expected volatility 115.64 % 115.64 % Risk-free interest rate 4.25 % 4.25 % Dividend yield 0.00 % 0.00 % Expected term (years) 1.85 1.85 In the Black-Scholes collar option pricing models, the expected volatilities were based on historical 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 valued. In 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). b) Derivative liability – restricted stock unit (“RSU”) awards On 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: - Tranche 1: when we achieve a $ 200 million market capitalization - Tranche 2: when we achieve a $ 300 million market capitalization - Tranche 3: when we achieve a $ 400 million market capitalization - Tranche 4: when we achieve a $ 500 million market capitalization - Tranche 5: when we achieve a $ 600 million market capitalization - Tranche 6: when we achieve a $ 700 million market capitalization - Tranche 7: when we achieve a $ 1.0 billion market capitalization In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term. As 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, 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 Tranche 2, and issued 40,533 shares of common stock to the executive officer. As 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 $ 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. c) Derivative liability - Non-Deliverable Forward Atlas 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. The 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). These 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. Atlas 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. As of December 31, 2024, the fair value of outstanding NDF contracts was recorded as Derivative Liabilities on the balance sheet. For the year ended December 31, 2024: ● Unrealized gains/losses from NDF contracts recognized in Other Comprehensive Income (OCI): $ 278,820 ● Amount reclassified into Finance Costs (Revenue): $ 33,687 The following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of December 31, 2024: SCHEDULE OF NON DELIVERABLE FORWARD EXCHANGE CONTRACTS Subsidiary Dates Derivative Financial Total Notional FX rate Total Notional Settlement Entered into Instrument Amounts (USD) (BRL/USD) Amounts (BRL) Dates (Range) Atlas Litio Brasil Ltda November, 2024 Forward foreign exchange contracts (USD/BRL) $ 4,250,000 5.93 25,198,925 15-Jan-2025 - 15-Sep-2025 F- 18 Table of Contents NOTE 3 – DEFERRED OTHER INCOME On May 2, 2023, the Company and Atlas Litio Brasil Ltda. (the “Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC in consideration for $ 20,000,000 in cash, a royalty interest equaling 3 % of the gross revenue (the “Royalty”) to be received by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held by the Company Subsidiary. On the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and LRC’s information and audit rights. Under the Royalty Agreement, the Company Subsidiary also granted LRC an option to purchase additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions as the Royalty, at a total purchase price of $ 5,000,000 . NOTE 4 – OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The balance of these employee related costs as of December 31, 2024, and 2023 amounted to $ 33 , 962 and $ 58,579 , respectively. NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock and Amendments On 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. As 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. F- 19 Table of Contents On 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. As 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 per share. On 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. During 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. Series A Preferred Stock On 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. The one outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr. Fogassa since December 18, 2012. F- 20 Table of Contents Year Ended December 31, 2023, Transactions On 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. The shares of common stock were offered by us pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”). In connection with the Closing, 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 of shares of common stock sold in the Offering (excluding the Over-Allotment Option), at an exercise price of $ 7.50 , equal to 125 % of the Offering Price (the “Representative’s Warrants”). The Representative’s Warrants are exercisable for a period of five years from the effective date of the Registration Statement, provided that they 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). Aggregate gross proceeds from the Offering were $ 4,657,500 . 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 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. Our obligations under the Acquisition Agreement as revised were: ● Payment of $ 400,000 , which payment took place on January 19, 2023, and ● Issuance of $ 750,000 worth of restricted shares of our common stock which took place on February 1, 2023. F- 21 Table of Contents On 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 . The Private Placement transaction closed on February 1, 2023. On 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 per share. for total gross proceeds of approximately $ 9.9 million after deducting offering expenses paid by us. The Registered Offering took place on December 6, 2023. Additionally, 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. On 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. On 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 . Year Ended December 31, 2024, Transactions During 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. Ltd. (“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. 2023 Stock Incentive Plan On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of our common stock issuable pursuant to Plan is 2,000,000 shares. 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. F- 22 Table of Contents Common Stock Options During 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: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL December 31, 2024 December 31, 2023 Expected volatility 90.41 % – 136.11 % 103.60 % – 104.80 % Risk-free interest rate 3.78 % – 4.79 % 3.40 % – 3.82 % Stock price on date of grant $ 31.28 $ 7.22 - $ 19.75 Dividend yield 0.00 % 0.00 % Expected term 1 - 5 years 1.5 years Changes in common stock options for the years ended December 31, 2024, and 2023 were as follows: SCHEDULE OF COMMON STOCK OUTSTANDING Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2024 50,667 $ 15.9474 2.40 $ 776,864 Issued (1) 429,996 0.0077 Exercised (2) ( 399,996 ) 0.0075 Expired - - Forfeited - - Cancelled ( 40,000 ) 20.0000 Outstanding and vested, December 31, 2024 40,667 $ 0.2041 0.63 $ 249,122 Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 178,672 $ 0.1219 1.55 $ 1,228,972 Issued (3) 80,000 13.50 Exercised (4) ( 207,141 ) 1.4151 Expired ( 864 ) 0.7500 Outstanding and vested, December 31, 2023 50,667 $ 15.9474 2.40 $ 776,864 1) In the year ended December 31, 2024, 429,996 common stock options were issued with a grant date fair value of $ 13,410,147 . 2) In the year ended December 31, 2024, common stock option holders exercised a total 399,996 options at a weighted average exercise price of $ 0,0075 to purchase 399,996 shares of our common stock. The exercises were paid for with $ 2,999 in cash proceeds to us. As a result of the options exercised, we issued 399,996 shares of common stock. (3) In the year ended December 31, 2023, 80,000 common stock options were issued with a grant date fair value of $ 446,726 . (4) In the year ended December 31, 2023, common stock option holders exercised a total 207,141 options at a weighted average exercise price of $ 1.4151 to purchase 206,599 shares of our common stock. The exercises were paid for with (i) $ 281,134 in cash 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. F- 23 Table of Contents During 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 ($ 446,726 , during the year ended December 31, 2023). Series D Convertible Preferred Stock Options As 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 directors. 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 assumptions: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS December 31, 2023 Expected volatility 135.81 % – 154.32 % Risk-free interest rate 3.42 % – 4.73 % Stock price on date of grant $ 7.0000 - $ 38.8900 Dividend yield 0.00 % Expected term 5 years Changes in Series D Convertible Preferred Stock options for the years ended December 31, 2023: SCHEDULE OF PREFERRED STOCK Number of Options Outstanding and Vested Weighted Average Exercise Price(a) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 72,000 $ 0.10 8.94 $ 6,712,800 Issued (1) 36,000 0.10 Exercised (2) ( 108,000 ) 0.10 Outstanding and vested, December 31, 2023 - $ - - $ - (a) Represents 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. 1) In 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 , 2) In 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. During 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). Common Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity . During the year ended December 31, 2024, we did not issue common stock purchase warrants. 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 December 31, 2023 Expected volatility 101.39 % – 127.17 % Risk-free interest rate 3.43 % – 3.83 % Stock price on date of grant $ 8.10 - $ 20.28 Dividend yield 0.00 % Expected term 1.5 to 5 years F- 24 Table of Contents Changes in common stock purchase warrants for the years ended December 31, 2024, and 2023 were as follows: SCHEDULE OF WARRANT ACTIVITY Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2024 55,761 $ 10.60870 1.34 $ 1,152,654 Warrants Issued - - Warrants Exercised (1) ( 6,667 ) 7.5000 Warrants Expired (2) ( 25,715 ) 8.0556 Warrants Forfeited - - Warrants Cancelled (2) ( 6,711 ) 23.7500 Outstanding and vested, December 31, 2024 16,668 $ 10.4999 0.79 $ 0 Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 321,770 $ 12.8634 1.30 $ - Warrants issued (3) 241,435 8.5677 Warrants exercised (4) ( 507,444 ) 8.2857 Outstanding and vested, December 31, 2023 55,761 $ 10.6087 1.34 $ 1,152,654 1) During 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. 2) During the twelve months ended December 31, 2024, 32,426 warrants were canceled and expired. 3) The warrants issued in the twelve months ended December 31, 2023, had a total grant date fair value of $ 2,158,116 . 4) During 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 exercises. As a result of the warrants exercised, we issued 446,948 shares of common stock. Restricted Stock Units Restricted 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. F- 25 Table of Contents Changes in RSUs for the years ended December 31, 2024, and December 31, 2023 were as follows: SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS Number of Options Outstanding and Vested Outstanding and vested, January 1, 2024 1,040,017 Granted (1) 714,032 Vested (2) ( 749,864 ) Expired - Forfeited (3) ( 371,709 ) Cancelled (4) ( 60,000 ) Outstanding and vested, December 31, 2024 572,476 1) 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 2) 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. 3) 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. 4) In the twelve months ended December 31, 2024, 60,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met. During 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, 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). Other stock incentives measured at fair value through profit or loss As 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 or loss. 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 met). F- 26 Table of Contents NOTE 6 – COMMITMENTS AND CONTINGENCIES The following table summarizes certain of Atlas’s contractual obligations on December 31, 2024 (in thousands): SCHEDULE OF CONTRACTUAL OBLIGATIONS Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Lithium processing plant construction (1) $ 2,912,960 $ 2,912,960 $ - $ - $ - Total 2,912,960 2,912,960 - - - (1) Lithium 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. Please see commitments related to Leases in Note 2. NOTE 7 - RELATED PARTY TRANSACTIONS The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors. Our related parties include: SCHEDULE OF RELATED PARTIES Martin Rowley Martin 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. Jaeger Investments Pty Ltd Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder. RTEK International DMCC RTEK International DMCC is a corporation in which Nicholas Rowley and Brian Talbot, a former officer and director, are controlling shareholders. Mitsui & Co., Ltd. Mitsui & Co., Ltd. is a non-controlling shareholder of the Company. Technical Services Agreement In 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 services. Messrs. 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). On 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. F- 27 Table of Contents Convertible Note Purchase Agreement In November 2023, we entered into a Convertible Note Purchase Agreement with Mr. Martin Rowley relating to the issuance to Mr. Martin Rowley along with other investors, of convertible promissory notes with an aggregate total principal amount of $ 10.0 million, accruing interest at a rate of 6.5 % per annum. Pursuant to the Convertible Note Purchase Agreement, Mr. Martin Rowley, through Jaeger, purchased an aggregate of $ 1,967,503.0 of the Notes. The Notes will mature in November 2026. Mitsui & Co. Ltd. On 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 share. 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. In 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. The related parties outstanding amounts and expenses at the year ending December 31, 2024, and 2023 are shown below: SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES December 31, 2024 December 31, 2023 Accounts Payable / Debt Expenses / Payments Accounts Payable / Debt Expenses / Payments RTEK International DMCC $ - $ 2,844,549 $ - $ 1,449,000 Jaeger Investments Pty Ltd. $ 1,977,979 $ 130,358 $ 1,954,145 $ 13,405 Total $ 1,977,979 $ 2,974,907 $ 1,954,145 $ 1,462,405 In 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. Properties. ” During 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 . On 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. One 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 grant. During the years ended December 31, 2024, and 2023 Atlas Critical Minerals did not issue any warrants. During 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. The options 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 . During 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 to $ 1.00 per share. 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 to $ 2.10 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 268 % and 364 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term between 5 and 10 years. During the year ended December 31, 2023, 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. Fogassa. As of December 31, 2024, there were no Atlas Critical Minerals common stock options outstanding held by related parties. As 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 . During 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. F- 28 Table of Contents Apollo 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: 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 . During the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Mr. Fogassa at a price of $ 0.01 per share. The options were valued at $ 197,805 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 grants ($ 5.00 to $ 6.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated between 17.41 % and 57.96 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term of 10 years. As of December 31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an average exercise price of $ 0.01 and an aggregated intrinsic value of $ 2,425,950 . During 2023, we purchased 527,750 shares of Apollo Resource Corporation common stock at $ 5.98 per share. We made no such purchases in 2024. The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors. For management compensation details, please refer to Item 11. Executive Compensation. Merger of Atlas Critical Minerals Corporation and Apollo Resources Corporation On 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. On 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. In 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. After 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”). NOTE 8 – RISKS AND UNCERTAINTIES Currency Risk 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 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. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. NOTE 9 - SUBSEQUENT EVENTS 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. F- 29 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation of the Company dated May 25, 2023. Incorporated by Reference to Exhibit No. 3.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.2 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012. 3.3 Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.4 Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021. Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022. 4.1 Description of Capital Stock. Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 4.2 Form of 6.5% Convertible Promissory Note due 2026. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023. 10.1 2023 Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the Commission on June 2, 2023.# 10.2 Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”). Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022. 10.3 Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds. Incorporated by reference to Exhibit 10.5 to the Form S-1 filed with the Commission on January 28, 2022. 45 Table of Contents 10.4 Amended and Restated Employment Agreement Between Marc Fogassa and the Company. Incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Commission on January 28, 2022.# 10.6 Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.# Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024.# 10.7 Amendment to Employment Agreement dated September 5, 2024, by and between the Company and Igor Tkachenko.*# 10.8 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.# 10.9 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd.. Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023. 10.10 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited. Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023. 10.11 † Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023. 10.12 † Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023. 10.13† Investor Rights Agreement dated March 27, 2024 by and between the Company and Mitsui & Co. Ltd.. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on April 1, 2024. 10.14† 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. 10.15† 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. 10.16 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. 19.1 Insider Trading Policy of the Company, dated December 21, 2023.* 21.1 Subsidiaries of the Company.* 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Chief Executive Officer and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Policy Relating to the Recovery of Erroneously Awarded Compensation. Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 101* Interactive Data files pursuant to Rule 405 of Regulation S-T. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished herewith † Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because 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. # Indicates management contract or compensatory plan Item 16. Form 10-K Summary We have elected not to provide a summary. 46 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Atlas Lithium Corporation Date: March 14, 2025 By: /s/ Marc Fogassa Marc Fogassa Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Marc Fogassa Chief Executive Officer (Principal Executive Officer) March 14, 2025 Marc Fogassa and Chairman of the Board /s/ Tiago Miranda Chief Financial Officer March 14, 2025 Tiago Miranda (Principal Financial and Accounting Officer) /s/ Roger Noriega Director March 14, 2025 Ambassador Roger Noriega /s/ Cassiopeia Olson Director March 14, 2025 Cassiopeia Olson, Esq. /s/ Stephen Peterson Director March 14, 2025 Stephen Peterson, CFA /s/ Rodrigo Menck Director March 14, 2025 Rodrigo Menck 47