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Item 1A. Risk Factors

2026-03-04 compared with 2025-03-14 · 723 added, 525 removed, 370 unchanged (77% of the section changed)

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

This summary does not

address all of the risks that we face.

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

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

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

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

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

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

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

This summary does not address

all of the risks that we face.

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

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

categories by which we classify risks include those related to:

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

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

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

make an investment in our common stock speculative or risky.

Risks Related to the Assembly, Commissioning, and

Operation of Our DMS Plant

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

We have a history of losses

and expect to continue to incur losses in the future.

We are an exploration stage

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

Because the probability

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

exploration and evaluation may be lost.

We face risks related to

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

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

financial condition and results of operations.

Our long-term success will

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

We depend on our ability

to successfully access the capital and financial markets.

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

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

Our quarterly and annual

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

Our ability to manage growth

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

We depend on information technology systems that are subject to cybersecurity

threats, disruption, damage or failure.

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

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

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

funds spent on exploration and evaluation may be lost.

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

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

We are subject to the effects of changing prices.

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

our mining activities.

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

Any inability to access the capital or financial

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

for future growth.

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

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

Our operations and projects are subject to a range of transitional and physical risks related to climate change.

Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.

We are vulnerable to concentration risks because our operations are currently exclusive to Brazil.

depend upon Mr.

Marc Fogassa, our Chief Executive Officer and Chairman.

Our growth will require

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

Certain of our officers

may be in a position of conflict of interest.

We have historically relied on third-party consultants

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

We have a contractual dispute

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

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

Adverse developments affecting

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

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

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

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

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

A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements.

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

have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual

obligations can adversely impact our business operations.

Our Reliance on Third Party Consultants and Contractors Has and Could Continue to Adversely Affect Our Operations, Cost Structure, and Competitive Position

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

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

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

processing plant.

We are dependent upon information technology and operational technology systems, which are subject to disruption,

damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration.

and Industry Risks

The mining industry subjects

us to several risks.

Our operations are, and

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

We are required to

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

Compliance with environmental

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

mining industry subjects us to several risks.

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

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

and time-consuming.

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

operations face substantial health and safety regulations.

Mineral prices are subject

to unpredictable fluctuations.

The development of non-lithium battery technologies could adversely affect

The growth potential of lithium markets is uncertain.

Demand and market prices

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

Changes in public policies and legislative initiatives could materially

affect our business and prospects

prices are subject to unpredictable fluctuations.

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

growth potential of lithium markets is uncertain.

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

profitability generally.

We are dependent upon the continued recognition of and validity of the title to our mineral rights, and preserving

title may be costly.

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

and Currency Risks

Our ability to execute

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

our minerals.

The perception of Brazil

by the international community may affect us.

Exposure to foreign exchange

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

Our common stock price

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

We do not intend to pay

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

on their investments.

We may seek to raise additional

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

Any future issuances of equity will

dilute your ownership.

Substantially all of our assets are located in Brazil and substantially all of our revenue will be derived from our

operations in Brazil.

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

to freely sell our minerals.

perception of Brazil by the international community may affect us.

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

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

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

to realize a gain on their investments.

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

issuances of equity will dilute your ownership.

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

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Fogassa, our Chief Executive Officer and Chairman.

Fogassa’s control of greater than 50% of

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

Our Chief Executive Officer

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

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

an opportunity to receive a premium for their securities.

Sales of a substantial

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

Costs as a result of operating

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

responsibilities and corporate governance practices.

Our internal control over

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

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

adverse effect on our business and share price.

Tariffs and other changes

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

A resurgence of the COVID-19

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

An escalation of the current

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

presidential administration

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

Fogassa’s control of greater than 50%

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

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

be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in our control, which could

deprive our stockholders of an opportunity to receive a premium for their securities.

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

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

with our public company responsibilities and corporate governance practices.

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

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

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

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

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

escalation of the current war in Ukraine and the ongoing conflict in the Middle East, coupled with the international policy of the

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

Risks Related to the Assembly, Commissioning, and

Operation of Our DMS Plant

Our DMS Plant was manufactured in

South Africa to our specifications by a third-party contractor which delegated certain work to subcontractors.

The disassembled

plant was shipped to Brazil mostly in containers with some bulk items as well and is currently in storage at a secure facility in

Minas Gerais state.

While we believe the assembly of the DMS Plant will be successful and that it will operate as expected, there

are material risks associated with the assembly, commissioning, and ongoing operation of the DMS Plant.

of the DMS Plant will require us to retain employees or contractors with the necessary expertise, including project management and construction

supervision services.

Such personnel may not be readily available when needed or on terms favorable to us.

Although we have strengthened

our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering with experience from

significant mining projects in Brazil, we continue to depend on certain consultants and contractors for specific technical requirements.

Any inability to retain qualified contractors or their failure to perform in accordance with their agreements could result in delays

in our ability to execute on our business plan and adversely affect the value of our common stock.

may incur delays or cost overruns in assembling the DMS Plant and achieving the readiness of such processing facility to commence production.

Potential causes of delay include, without limitation:

the discovery of unusual or unexpected conditions during assembly;

accidents or equipment malfunctions;

labor shortages, disputes, or work stoppages;

permitting or regulatory delays;

weather conditions

or natural disasters;

supply chain disruptions affecting the delivery of necessary equipment or materials;

and the unavailability of

suitable machinery, equipment, or skilled labor.

Additionally, litigation by third parties such as non-governmental organizations could

interfere with the permitting process or cause delays in project development.

assembly of the DMS Plant requires longer than expected due to component damage, labor issues, contractor performance issues, or other

factors, we could incur additional costs associated with extended storage, increased labor, or procurement of replacement parts.

provide any assurance that the assembly will be completed on schedule or within budget.

assembled, operation of the DMS Plant will incur ongoing operating costs and our financial position and results of operations may be

materially impacted if we are unable to fund such expenses and if our production costs are higher than the revenues from the sale of

our lithium products.

Equipment malfunctions or breakdowns during the term of operation could require us to incur substantial repair

or replacement costs, potentially resulting in production downtimes and business interruption.

We may face difficulty timely finding

spare machines or parts to fix broken equipment.

Additionally, fluctuations in the cost of fuel, power, materials, and supplies could

result in increases in operating costs beyond our initial estimates.

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

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

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

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

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

(“Mitsui”), pursuant

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

In connection

with such agreement, our subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”) entered into an Offtake and Sales Agreement

pursuant to which Atlas Brazil agreed to sell and deliver to the Investor, and the Investor agreed to purchase and take delivery of,

(i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of

certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to

a total of three hundred thousand (300,000) dry metric tons.

There is no assurance that we will be successful in implementing

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

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

to fully implement our business plan and grow our business.

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

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

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

(“Mitsui”), pursuant to which

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

In connection with such

agreement, our subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”) entered into an Offtake and Sales Agreement pursuant to

which Atlas Brazil agreed to sell and deliver to the Investor, and the Investor agreed to purchase and take delivery of, (i) the spot

quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions

precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred

thousand (300,000) dry metric tons.

is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from

operations, sell securities or borrow funds on favorable terms or at all.

Our inability to generate significant revenue or obtain additional

financing could have a material adverse effect on our ability to fully implement our business plan and grow our business.

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

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

completion of studies to

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

the timing and cost, which

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

the availability and costs

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

the availability and cost

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

compliance with stringent

environmental and other governmental approval and permit requirements;

the availability of funds

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

potential opposition from

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

potential increases in

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

potential shortages of

mineral processing, construction, and other facilities related supplies.

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

mining operation;

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

mining and processing facilities;

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

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

with stringent environmental and other governmental approval and permit requirements;

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

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

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

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

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

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The profitability of our operations

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

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

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

mining and processing facilities in those properties that are mined and developed.

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

such as the factors set forth under the heading “ We face risks related to mining, exploration and mine construction, if warranted,

on our properties ” below.

Additional expenditures are required to establish reserves which are sufficient to commercially mine

and to construct, complete and install mining and processing facilities in those properties that are mined and developed.

addition, exploration-stage projects like ours have no operating history upon which to base estimates of future operating costs and capital

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

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

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

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

evaluation may be lost if our properties may not contain any reserves.

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

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

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

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

We cannot assure you about the existence

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

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

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

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

estimates only until such reserves are mined.

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

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

Any material change in the quantity or

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

Further, our lack of established reserves means that we are

uncertain about our ability to generate revenue from our operations.

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

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

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

We cannot assure you about the existence of economically extractable

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

Because the probability of an individual

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

any reserves.

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

only until such reserves are mined.

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

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

Any material change in the quantity or grade of reserves

may affect the economic viability of our properties.

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

ability to generate revenue from our operations.

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

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or delays in the delivery of equipment and services.

While we believe

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

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

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

While we believe we have sufficient resources to fund our operations for the next

twelve months, an increase in our drilling campaigns to keep pace with positive findings of potential economic deposits may require us

to raise additional capital which, if not available on reasonable terms, may cause us to curtail our operations and impair our ability

to become profitable.

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

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

our exploration-stage properties can be brought into production.

We cannot provide any assurances that the current and future exploration

programs and/or studies on our existing properties will establish reserves.

Whether it will be economically feasible to extract a mineral

depends on a number of factors, including, but not limited to:

the particular attributes of the deposit, such as size, grade and proximity

to infrastructure;

level of profitability, if any, in future years will depend to a great degree on whether our exploration-stage properties can be brought

into production.

We cannot provide any assurances that the current and future exploration programs and/or studies on our existing properties

will establish reserves.

Whether it will be economically feasible to extract a mineral depends on a number of factors, including, but

not limited to:

the particular attributes of the deposit, such as size, grade and proximity to infrastructure;

drilling costs;

mineral prices;

mining, processing and transportation costs;

the willingness of lenders and investors

to provide project financing;

labor costs and possible labor strikes;

and governmental regulations, including, without limitation, regulations

relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection,

employment, worker safety, transportation, and reclamation and closure obligations.

The exact effect of these factors cannot be accurately

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

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

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

We may incur delays or cost overruns in assembling our lithium

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

Once assembled, operation of the lithium

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

impacted if we are unable to fund such expenses.

the willingness of lenders and investors to provide project financing;

and possible labor strikes;

and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties,

land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation,

and reclamation and closure obligations.

The exact effect of these factors cannot be accurately predicted, but the combination of these

factors may result in us receiving an inadequate return on invested capital.

Assembly of our lithium processing plant, or any other facility,

will require us to retain employees or contractors with the necessary technical expertise, which may not be readily available when we

need it or on terms favorable to us.

We may incur delays or cost overruns in assembling our lithium processing plant and achieving the

readiness of such processing facility to commence production.

Once assembled, operation of the lithium processing plant will require

significant ongoing operating costs, and our financial position and results of operations may be materially impacted if we are unable

to fund such expenses.

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

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

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

development or production activities.

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

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

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

In addition, upon the expiration of existing collective bargaining agreements, we may not reach new agreements, or such agreements

may not be on terms satisfactory to us.

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

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

We are subject to the effects of changing prices.

Inflation rates have been relatively low and stable

over the previous three decades;

however, inflation rates rose significantly between 2021 and 2024.

Although inflation rates have stabilized at a moderate level, future economic shocks, such as

those due to tariffs and trade wars, could increase inflation levels going forward.

We bear the costs of operating and maintaining our

assets, including labor and material costs as well as drilling and exploration costs.

Although we may be able to reduce some of our

exposure to price increases through the prices we charge, competitive market pressures may affect our ability to pass along price adjustments,

which may result in reductions in our operating margins and cash flows in the future.

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

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and expand our operations.

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

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

exploration properties and undertaking exploration activities.

As a result, we rely on access

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

We cannot assure you that such additional

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

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

equity and/or debt securities or other financings.

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

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

Any additional equity financing will dilute shareholdings, and

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

For example, during the

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

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

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

until the debt is paid.

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

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

and undertaking exploration activities.

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

operating requirements.

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

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

additional equity and/or debt securities or other financing facilities.

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

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

Any additional equity financing will

dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating

For example, during the year ended December 31, 2025, we issued an aggregate of 10,127,566 shares of our common stock in

capital raising transactions, including (i) 7,627,566 shares sold pursuant to an At the Market Offering Agreement, and (ii) 2,500,000

shares sold to certain institutional investors in a registered direct offering.

In addition, if we issue secured debt

securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the

debt is paid.

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

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

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

business and financial position.

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

and foreign currency rate fluctuations, and volatility in capital markets could negatively impact our business, financial condition,

and results of operations, including our ability to raise capital.

If we are unable to obtain additional financing, as needed, at competitive

rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required

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

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

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

of their investment.

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

future periods.

is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with

sufficient funds to meet our objectives, which may adversely affect our business and financial position.

The global decline in economic

conditions, geopolitical instability, and other macroeconomic factors, including inflation, interest rate and foreign currency rate fluctuations,

and volatility in capital markets could negatively impact our business, financial condition, and results of operations, including our

ability to raise capital.

If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current

operations and implement our business plan and strategy will be affected, and we would be required to reduce the scope of our operations

and scale back our exploration, development and mining programs.

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

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

or all of their investment.

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

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

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For example, for the year ended December 31, 2025, costs

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

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

associated with our stock based compensation were significantly lower than in prior years, which contributed to a substantial

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

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

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

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

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

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

key inputs, currency fluctuations and severe weather phenomena.

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

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

our ability to obtain and

maintain requisite licenses and permits;

global demand for lithium;

the global trade environment

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

volatility resulting from

international conflicts or geopolitical tensions;

natural or man-made disasters

and severe climate or weather events;

government policies with

respect to climate change and natural resource conservation;

fluctuations in inflation

and currency exchange rates.

ability to obtain and maintain requisite licenses and permits;

demand for lithium;

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

resulting from international conflicts or geopolitical tensions;

or man-made disasters and severe climate or weather events;

policies with respect to climate change and natural resource conservation;

in inflation and currency exchange rates.

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

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

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

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

Our systems, and those of our

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

These threats include continually evolving

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

cyber-attacks, natural disasters and defects in design.

Cybersecurity risk is increasingly difficult to measure and cannot be easily

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

Additionally, unauthorized parties may attempt to

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

Our systems and procedures for

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

Any material compromise or

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

competitiveness, remediation costs, litigation or regulatory actions.

In addition, new technology that could result in greater

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

cybersecurity incidents.

operations and projects are subject to a range of transitional and physical risks related to climate change.

believe that climate change has the potential to impact on the regions and sites in which we operate, as well as the surrounding communities.

Long-term potential physical climate risks include, but are not limited to, higher temperature in all regions, higher intensity storm

events in all regions, impacts to annual precipitation depending upon the latitude and proximity of the site to oceans.

risks related to extreme weather events such as extreme precipitation, flooding, longer wet or dry seasons, flooding and drought conditions,

increased temperatures, sea level rise, landslides, mine flooding, landslides, wildfires or brushfires, or more severe storms may have

financial implications for the business.

In particular, the effects of changes in rainfall and intensities, water shortages and changing

storm patterns have from time to time adversely impacted, and may in the future adversely impact, our costs, production levels and financial

is also the potential for disruption to transport routes associated with the distribution of our products.

For example, essential roads

for entering in our mine sites, may be subject to a risk of flooding due to the potential for an increase in average temperatures, which

may be related to climate change.

Severe storm events can also result in unpermitted off-site discharges, slope instability, mine pit

erosion and structural failures, tailings storage facility overtopping and other impacts, including water storage and treatment facility

capacity considerations.

Extended dry seasons or unseasonal dry conditions could exacerbate dust generation from operating activities

that may require additional controls for continued operation or result in compliance breaches.

Changing climatic conditions may also

affect the likelihood of meeting closure success criteria and require adjustments to mine site rehabilitation and closure plans.

higher potential for extreme heat conditions may affect equipment efficiency.

events can temporarily slow or halt operations due to physical damage to assets, reduced worker productivity for safety protocols on

site related to extreme temperatures or lightening events, worker aviation and bus transport to or from the site, and local or global

supply route disruptions that may limit transport of essential materials, chemicals and supplies, which could have an adverse impact

on our results of operations and financial position.

Additional financial impacts could include increased capital or operating costs

to increase water storage and treatment capacity, obtain or develop maintenance and monitoring technologies, increase resiliency of facilities

and establish supplier climate resiliency and contingency plans.

increase in frequency and duration of extreme weather conditions can be followed by extended power outages.

Energy disruptions can have

an adverse impact on our results of operations and financial position due to production delays or additional costs to ensure business

continuity through reliable sources of on-site power generation.

Energy transmission and supply may be impacted by wildfires, which may

interrupt electrical power transmission lines to mine sites, and that may pose risks to on-site facilities and energy generators, fuel

dispensing systems and supplies.

In jurisdictions that rely on purchased hydroelectric power, such as in Brazil, extreme drought and

extended dry seasons may impact the electric utility’s water supplies needed to generate hydroelectric power purchased by the mine

to run operations, which would result in higher costs and/or limit energy availability for continuity of operations as well as impact

our environmental systems and processes.

operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor

expectations for operating in a low-carbon economy.

change and the transition to a low-carbon economy is expected to impact on our operations in a number of ways.

Mining activities are

an energy and fuel intensive business, currently resulting in a significant carbon footprint.

Transitioning to a low-carbon economy will

require significant investment and may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation

requirements related to climate change.

Depending on the nature, speed, focus and jurisdiction of these changes, transition risks may

pose varying levels of financial and reputational risk to the business.

number of governments or governmental bodies, including Brazil, have introduced or are contemplating regulatory changes in response to the potential impacts

of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels.

and regulatory risk related to actual and proposed changes in climate- and water-related laws, regulations and taxes developed to regulate

the transition to a low-carbon economy may result in increased costs for our operations and our suppliers, including increased energy,

capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Regulatory uncertainty may

cause us to incur higher costs and lower economic returns than originally estimated for new development projects and operations, including

closure reclamation obligations.

development and deployment of technological improvements or innovations will be required to support the transition to a low-carbon economy,

which could result in write-offs and early retirement of existing assets, increased costs to adopt and deploy new practices and processing

including planning and design for mines, development of alternative power sources, site level efficiencies and other capital investments.

Our investments in these technologies may also expose us to legal, operational and reputational and other risks.

The pace of development

of such technologies may be inadequate, such technologies may be insufficient, and we may not be able to deploy such technologies at

a commercial scale.

will be varied and complex market impacts due to climate change and the transition to a low-carbon economy.

There will be shifts in supply

and demand for certain commodities, products and services in connection with evolving consumer and investor sentiments.

Market perceptions

of the mining sector, and, in particular, the role that certain metals will or will not play in the transition to a low-carbon economy

remains uncertain.

Potential financial impacts may include reduced investment in certain minerals due to shifts in investor sentiment,

increased production costs due to changing input prices, re-pricing of land valuation and assets, potential cost increases by insurers

and lenders, and potential increases in taxation of the mining and metals sector.

the mining and metals sector not respond quickly enough to meeting globally accepted science-based reductions required to mitigate the

long-term impacts of climate change, industry members may be subject to an increased risk of future climate litigation.

Over time, litigation

may also apply to other resource intensive sectors that fail to set and/or meet long-term reduction targets.

While we are not currently

subject to any lawsuits related to climate, no assurances can be provided that similar suits will not be brought in the future.

is currently no generally accepted global definition (legal, regulatory or otherwise) of, nor market consensus as to what criteria qualify

as, “green,” “social,” “sustainable” or “sustainability-linked” (and, in addition, the

requirements of any such label may evolve from time to time), and therefore no assurance is or can be given that we will meet any or

all investor expectations.

are vulnerable to concentration risks because our operations are currently exclusive to Brazil.

exploration and mining activities are currently entirely located in Brazil.

Because of our geographic concentration, our operations

are more vulnerable to local economic downturns and adverse project-specific risks than those of larger, more diversified

are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity

attacks and risks associated with implementation, upgrade, operation and integration.

business operations rely heavily on technology platforms and systems to manage and optimize our diverse mining assets.

These systems

are critical to ensuring safety, operational efficiency, cost management, and meeting environmental, social, and governance (ESG) objectives.

However, the increasing sophistication of cybersecurity threats, coupled with the adoption of emerging technologies such as artificial

intelligence (AI), automation, and cloud-based platforms, poses important risks to our operations, financial performance, and reputation.

systems, as well as those of our third-party service providers, vendors, and partners, face a wide range of cybersecurity threats, including:

Ransomware, malware, and phishing schemes targeting critical systems and sensitive data;

unauthorized access and breaches affecting intellectual

property, financial information, and operational data;

vulnerabilities introduced through supply chain dependencies and third-party security

human error, design flaws, and system misconfigurations.

adoption of new technologies and the adoption of remote and flexible work arrangements enhances our operational capabilities but introduces

additional risks.

AI, for example, has the potential to improve efficiency and safety, it also presents unique vulnerabilities, including

algorithmic biases that could lead to inaccurate decisions or unintended outcomes;

data integrity risks, such as manipulation or corruption

of datasets used to train AI systems;

unauthorized access or exploitation of AI-powered systems, potentially compromising operations

or sensitive data.

Additionally,

the increased interconnectivity of automated and cloud-based systems and increase of remote workforce expands our cyber-attack surface,

requiring heightened vigilance and advanced security measures.

cybersecurity measures, including the use of muti-factor authentication, data encryption, and firewall use, among other

technologies, are intended to protect our technology platforms and address risks associated cybersecurity threats, including those

stemming from the implementation of emerging technologies.

While these efforts are designed to align with industry’s best

practices, no system can eliminate all risks, especially given the pace of technological advancement and the evolving nature and

increased frequency of cyber threats.

In addition, we do not carry specific cybersecurity insurance to help mitigate such costs due

to increased premiums and limited market availability.

For additional information about steps we have taken to enhance our cybersecurity, please see “ Item 1C.

Cybersecurity .”

a successful cyberattack or other cybersecurity incident could result in future production and operational downtimes, data corruption,

and unauthorized disclosure of sensitive information.

Any material breaches, disruptions, or loss of business-critical information, our

systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against

future attacks.

These events may subject us to significant expenses, remediation costs, disputes, financial losses, regulatory actions

or investigations, litigation, reputational harm, and delays in the deployment of critical technologies, that could result in damages,

material fines and penalties, and harm to our reputation, any of which could have a significant effect on our financial condition, results

of operations, liquidity, and cash flows.

The risks associated with the implementation of emerging technologies, if not effectively mitigated,

could undermine the benefits of these advancements and impact our competitive position.

addition, we are subject to various legislation, regulations, directives and guidelines from federal, state, local and foreign agencies,

that are intended to strengthen cybersecurity measures required for information and operational technology, and that apply to the collection,

use, retention, protection, disclosure, transfer and other processing of personal information.

Failure to comply with any of applicable

legal requirements could result in enforcement action against us, including fines, which could harm our reputation and have a significant

effect on our financial condition, results of operations, liquidity, and cash flows.

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

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

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

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

The loss of the services of Mr.

Fogassa would

have a material adverse effect on our business and prospects.

Fogassa would have

a material adverse effect on our business and prospects.

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

were to lose Mr.

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

results of operations could be materially adversely affected.

Fogassa spends the vast majority of his time with us and

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

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

If we were to

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

could be materially adversely affected.

Fogassa spends the vast majority of his time with us and is highly active on a daily

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

Fogassa also currently serves as Chief

Executive Officer and Chairman of Atlas Critical Minerals.

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

ability to recruit and assimilate new personnel will be critical to our performance.

We compete with other mining companies in the recruitment

and retention of qualified managerial and technical employees.

As we grow, we will be required to recruit additional personnel and to

train, motivate and manage employees.

If we are unable to successfully compete for qualified employees, our exploration and development

programs may be slowed down or suspended.

Our ability to recruit and

assimilate new personnel will be critical to our performance.

We will be required to recruit additional personnel and to train, motivate

and manage employees, and our inability to successfully do so will adversely affect our plans.

We expect significant growth in the number of our employees if we determine that a mine at any of our properties

is commercially feasible, we are able to raise sufficient funding and we elect to develop the property.

This growth will place substantial

demands on us and our management.

Our ability to assimilate new personnel will be critical to our performance.

We will be required to

recruit additional personnel and to train, motivate and manage employees.

We will also have to adopt and implement new systems in all

aspects of our operations.

This will be particularly critical in the event we decide not to use contract miners on any of our properties.

We have no assurance that we will be able to recruit the personnel required to execute our programs or to manage these changes successfully.

A portion of our workforce

is represented by labor unions and therefore subject to collective bargaining agreements.

Our operations are dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees.

activities or other employee actions, we could experience labor disputes, work stops or other disruptions in production, exploration or other business activities that could adversely

A portion of our workforce is represented by

labor unions, as mandated under Brazilian law, and are therefore be subject to collective bargaining agreements, and if we are unable

to enter into new agreements or renew existing agreements before they expire, our workers subject to collective bargaining agreements

could engage in strikes or other labor actions that could materially disrupt our ability to conduct our operations.

We cannot predict the outcome of future negotiations

of collective bargaining agreements covering existing or potential future employees.

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

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

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

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

We have partial

equity ownership in Atlas Critical Minerals.

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

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

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

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

We have historically relied on third-party consultants

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

We have historically relied on third-party technical

consultants for various aspects of our Neves Project development.

While we have strengthened our internal capabilities through the appointment

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

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

We have partial equity ownership

in Atlas Critical Minerals.

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

position of conflict of interest, where their interests may not be aligned with the interests of our other stockholders, and they may

from time to time be incentivized to take certain actions that benefit the interests of Atlas Critical Minerals and that our other stockholders

do not view as being in their interest as investors in us.

have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations

can adversely impact our business operations.

have historically relied on third-party technical consultants for various aspects of our MGLP development.

While in 2025 we have

strengthened our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering,

who brings experience from multibillion-dollar mining projects in Brazil, we continue to depend on certain consultants for specific

technical requirements.

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

Given this dependency, the

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

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

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

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

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

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

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

and if arbitration ensues, we may incur arbitration-related

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

To the extent the Second A&R RTEK Agreement terminates

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

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

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

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

qualified technical personnel with the necessary specialized knowledge.

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

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

Reliance on Third-Party Consultants and Contractors Has and Could Continue to Adversely Affect Our Operations, Cost Structure, and Competitive

rely on third-party consultants, contractors, and service providers to perform critical functions across our operations, [including geological

and metallurgical analysis, mine planning, engineering, construction, environmental and permitting support, logistics, and specialized

technical services].

Many of these activities require highly specialized expertise, regulatory familiarity, and operational experience

that is difficult to source or replace on short notice.

third parties may not perform their services in accordance with contractual requirements, applicable laws and regulations, or industry

standards, or may lack the technical expertise, personnel, or financial resources necessary to execute complex or mission-critical work.

Any failure by a third-party consultant or contractor to perform as expected, meet project timelines, or comply with contractual or regulatory

obligations—including as a result of breach, insolvency, labor constraints, or competing priorities—could result in project

delays, increased costs, operational disruptions, reduced production, or the inability to advance or maintain mining operations as planned.

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

with the necessary specialized knowledge.

addition, our agreements with third-party consultants and contractors may limit our remedies or ability to recover damages in the event

of nonperformance or breach, and disputes may be costly, time-consuming, and uncertain in outcome.

In Brazil, suitable alternative providers

can be limited or unavailable, further increasing our exposure to performance failures and constraining our ability to mitigate adverse

the mining industry is highly competitive and capital-intensive, delays, cost overruns, or operational inefficiencies arising from third-party

performance issues could place us at a competitive disadvantage relative to peers with greater in-house capabilities, more reliable contractor

relationships, or superior access to technical resources.

Such events could impair our ability to meet production targets, execute growth

or expansion plans, respond to market conditions, or maintain customer and stakeholder confidence, and could materially and adversely

affect our business, financial condition, results of operations, and long-term competitive position.

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

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

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

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

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

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

We regularly maintain cash balances at third-party financial institutions

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

The FDIC took control and was appointed

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

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

We did not have any direct exposure

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

However, if other banks and financial institutions enter receivership

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

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

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

on our business and financial condition.

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

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

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

We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”)

insurance limit.

The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023,

and March 12, 2023, respectively, and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on

We did not have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank.

other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting

the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments, or access funding

sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations

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

addition, investor concerns regarding the U.S.

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Any decline in available

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

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

federal or state wage and hour laws.

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

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

results of operations.

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

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

of federal or state wage and hour laws.

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

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

or results of operations.

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

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

the discovery of unusual

or unexpected geological formations;

accidental fires, floods,

earthquakes or other natural disasters;

unplanned power outages

and water shortages;

controlling water and other

similar mining hazards;

industrial and mining accidents;

operating labor disruptions

and labor disputes;

the ability to obtain suitable

or adequate machinery, equipment, or labor;

our liability for pollution

or other hazards;

other known and unknown

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

discovery of unusual or unexpected geological formations;

fires, floods, earthquakes or other natural disasters;

power outages and water shortages;

water and other similar mining hazards;

and mining accidents;

labor disruptions and labor disputes;

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

liability for pollution or other hazards;

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

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

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

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

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

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

time-consuming.

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

and financial position due to increased compliance and input costs.

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

time-consuming and subject to the interference of third parties.

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

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permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

Obtaining the necessary government permits involves numerous jurisdictions, public hearings and possibly costly undertakings.

In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations

will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits

in the surrounding communities, which may or may not be required by law.

Our ability to obtain permits and approvals and to successfully

operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny

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

Obtaining the necessary government permits involves numerous jurisdictions,

public hearings and possibly costly undertakings.

These third-party actions can materially increase the costs and cause delays in the

permitting process and could cause us to not proceed with the development or operation of a property.

In addition, our ability to successfully

obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake

such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or

may not be required by law.

Our ability to obtain permits and approvals and to successfully operate in particular communities may be

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

For example, on August 14,

2025, the Minas Gerais state agency responsible for permitting applications issued an extensive technical report recommending approval

of the Company’s expansion permit application (“Expansion Application”) filed in November 2024.

On August 28, 2025,

a civil action related to the Company’s Expansion Application was filed by N’Golo (the “NGO”), a non-governmental

organization known for filing claims against mining projects, having filed 35 such claims in the last six years.

The action was filed

in the federal court located in Teofilo Otoni, Brazil, alleging that the Company did not conduct a consultation with Girau, a traditional

community (the “Community”).

Prior to the Expansion Application, the Company had retained a team of six experts including

an anthropologist and a social scientist to consult with the Community and therefore the Company believes the NGO’s action is without

On May 9, 2024, the State of Minas Gerais issued a technical report stating that the Company had satisfied the consultation requirements

with the Community.

Additionally, in an affidavit dated September 3, 2025, the Community repudiated the NGO claim with the president

of the Community association and a large number of its members stating that:

(i) the NGO had never visited the Community and does not

represent the wishes of the Community;

and (ii) the Company had consulted with the Community.

Based on currently available

information, the Company does not expect this proceeding to prevent the approval of the Expansion Application.

17, 2025, we filed a criminal complaint in a state criminal court in Belo Horizonte, Minas Gerais, Brazil, against the president and legal

counsel of the NGO in connection with statements made by the organization that contained false and misleading information regarding matters

related to our Expansion Application and consultation with the Community.

On February 12, 2026, a state district attorney reviewed the

complaint and referred it to a criminal court, which accepted the complaint on February 23, 2026.

The matter remains pending.

to pursue this matter vigorously but there can be no assurance as to the outcome of these proceedings.

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

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

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

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

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

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

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

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prices are subject to unpredictable fluctuations.

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

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

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

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

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

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

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

For instance, the price

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

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

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

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

Portions of our revenues

may come from the extraction and sale of minerals.

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

the prices of minerals set by global markets.

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

control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates,

global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved

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

The effect of these factors on the price

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

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

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the decarbonization of the global economy.

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

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

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

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

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

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

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

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

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

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

for and market price of lithium-based end products.

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

factors beyond our control, primarily world supply and demand.

Such external economic factors are influenced by changes in

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

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

For example, in 2023, lithium prices significantly

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

Lithium prices experienced a further

decline in 2024.

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

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

Throughout 2024, lithium

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

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

sectors did not keep pace with the supply expansion.

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

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

High volatility or declines in lithium prices

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

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

and market price of lithium-based end products.

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

beyond our control, primarily world supply and demand.

Such external economic factors are influenced by changes in international investment

patterns, global economic activity and growth, the unknown geopolitical consequences of the war between Ukraine and Russia, conflicts in the Middle East, including the ongoing war involving the United States,

Israel and Iran, and macro-economic circumstances.

We may be unable to effectively mitigate fluctuations in the price of lithium products, and high volatility or declines

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

We are dependent on the continued recognition

of and validity of the title to our mineral rights, and preserving title may be costly.

We rely on the continued validity of our mineral rights

to each of our mineral properties.

Any challenge to the title to our mineral rights would proceed as a petition to ANM, and such a challenge

would be costly.

In addition, ANM has the authority to determine the boundaries of mineral rights in Brazil, which is normally done to

accommodate new and unforeseen events, including, by way of example, the passage of a new electric grid or the creation of a new environmental

Depending on the number of mineral rights impacted, any change in the boundaries of our mineral rights could potentially affect

a given project.

In the event of a successful challenge to ANM that we are not the rightful owner of a mineral right that is

currently titled to us, or a change in the boundaries of our mineral

rights, such successful challenge or alteration of boundaries may have a material adverse effect on our planned operations, and result

in significant financial losses that affect our business as a whole.

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

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

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

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

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

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

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

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

the Infrastructure Investment and Jobs Act.

presidential administration, or (ii) not included among

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

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

For example, on January 20,

2025, President Trump issued Executive Order 14151, Unleashing American Energy , which encouraged energy exploration and production

on federal lands and waters, directed the federal government to eliminate rules and incentives favoring electric vehicles, and paused

the disbursement of grants and loans under the Inflation Reduction Act and the Infrastructure Investment and Jobs Act.

and Currency Risks

Substantially all of our assets are located

in Brazil and substantially all of our revenues will be derived from our operations in such country.

Accordingly, our results of operations

will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in Brazil.

The economic, political and social conditions, as

well as government policies, of Brazil could affect our business.

Economic growth could be uneven, both geographically and among various

sectors of the economy and such growth may not be sustained in the future.

If in the future Brazil’s economy experiences a downturn

or grows at a slower rate than expected, there may be less demand for spending in certain industries.

A decrease in demand for spending

in certain industries could materially and adversely affect our ability to become profitable.

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

to freely sell our minerals.

operations in Brazil are heavily regulated.

Any significant change in mining legislation or other changes in Brazil’s current mining

environment may slow down or alter our business prospects.

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

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

Mining operations in Brazil are heavily regulated.

Concurrently, the Brazilian government has taken an active role in supporting the development of its domestic rare earths mining and processing

industry, including, without limitation, by allocating financial resources to finance important mineral projects, including rare earths.

Such government support is of material importance to the Company and the emerging Brazilian rare earths industry due to, among other factors,

the presence of established foreign industry leaders and nations, such as China, which aggressively support their rare earths industry.

Any significant change in mining legislation or other changes in Brazil’s current mining environment may slow down or alter our

business prospects.

Further, countries in which we may wish to sell our mined minerals may impose special taxes, tariffs, or otherwise

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

administration.

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by the global media.

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

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

If Brazil’s political environment, regulations or policies are, or are perceived to be, inadequate, unfavorable

or hostile by foreign customers or investors, we may lose the interest of investor groups or potential buyers of our minerals, which

will have a negative impact on us.

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

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of our common stock include:

results from our exploration

and/or project development efforts;

changes to our industry,

including demand and regulations;

actions by our competitors

or other industry participants;

failure to achieve commercial

extraction of mineral deposits from any of our properties;

absence of any reserves

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

our ability to compete

successfully against current and future competitors;

competitive pricing pressures;

our ability to obtain working

capital financing as required;

additions or departures

of key personnel;

sales of our common stock;

our ability to execute

our business plan;

operating results that

fall below expectations;

any major change in our

changes in accounting standards,

procedures, guidelines, interpretations or principals;

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

country of Brazil.

from our exploration and/or project development efforts;

to our industry, including demand and regulations;

by our competitors or other industry participants;

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

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

ability to compete successfully against current and future competitors;

pricing pressures;

ability to obtain working capital financing as required;

or departures of key personnel;

of our common stock;

ability to execute our business plan;

results that fall below expectations;

major change in our management;

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

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

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

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

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

in the overall market.

Litigation of this type, if instituted

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

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

make significant payments.

class action litigations have often been instituted in the past against companies who have experienced volatility of the market prices

of their securities during and following periods of volatility in the overall market.

Litigation of this type, if instituted against

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

Any adverse determination in

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

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

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realize a gain on their investment.

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

capital, continue developing and then commercializing our mineral projects.

This appreciation may not occur or may occur only over a longer timeframe, and is contingent upon,

among other factors, our ability to raise additional capital, continue developing and then commercializing our mineral projects.

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

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

To grow our business and remain competitive, we may

also require additional capital from time to time through the issuance of debt or the issuance or sale of other securities or instruments

senior to our common stock for our daily operation.

Our ability to obtain additional capital is subject to a variety of uncertainties,

market position and competitiveness in our industry;

ability to prove reserves in each of our properties and, ultimately, commence commercial extraction on each of our properties;

future profitability, overall financial condition, results of operations and cash flows;

political and other conditions in the U.S., Brazil and other international jurisdictions.

We may be unable to obtain additional capital in a timely manner or on acceptable terms or at all.

In addition, our

future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility.

The sale of additional equity or equity-linked securities could dilute our stockholders.

The incurrence of indebtedness would result in

increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability

to pay dividends to our stockholders.

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

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Marc Fogassa, our Chief Executive Officer and Chairman.

The Certificate of Designations, Preferences and

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

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

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

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

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

respective voting power.

As a result, Mr.

Fogassa has the ability to decisively influence all matters requiring stockholder

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

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

and activities.

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

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

of our common stock.

The Certificate of Designations, Preferences and Rights

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

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

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

Stock then outstanding, and the holders of common stock and any other class or series of capital stock entitled to vote with the common

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

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

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

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

This concentration of ownership

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

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

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

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

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

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

purpose and responsibilities;

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

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

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

vote in which only independent directors participate;

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

compensation committees.

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

Our status as a controlled

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

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

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

and responsibilities;

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

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

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

directors participate;

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

We do not take

advantage of any of these exemptions but may do so in the future.

Our status as a controlled company could make our common stock less

attractive to some investors or otherwise harm our stock price.

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

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

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

with our public company responsibilities and corporate governance practices.

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

our public company responsibilities and corporate governance practices.

a public company, we incur significant legal, accounting and other expenses that private companies do not incur.

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testing and possible remediation.

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

as of December 31, 2023, and 2022.

Although management has determined that such weaknesses have been remediated

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

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

in the future.

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

our financial condition, results of operations or cash flows.

If we are unable to conclude that our internal control over financial reporting

is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency

in our internal control over financial reporting once that firm begins our Section 404 reviews, investors may lose confidence in the

accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions

or investigations by Nasdaq, the SEC or other regulatory authorities.

Failure to remedy any material weakness in our internal control

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

our future access to capital markets.

management has determined our internal control over financial reporting is effective

as of December 31, 2025, we cannot assure you that there will not be material weaknesses or significant deficiencies in our internal

control over financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit

our ability to accurately report on our financial condition, results of operations or cash flows.

If we are unable to conclude that our

internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a

material weakness or significant deficiency in our internal control over financial reporting once that firm begins our Section 404 reviews,

investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline,

and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

Failure to remedy any material

weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public

companies, could also restrict our future access to capital markets.

Related to World Events

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

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

In addition, we cannot predict

whether future Brazilian, U.S.

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

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

Any such changes in legislation and government

policy may have a material adverse effect on our business.

Tariffs and other changes in international trade

policy could adversely affect our business, financial condition and results of operations.

Materials and products imported into the EU, the United

States and other countries are subject to import duties.

In addition, we cannot predict whether future Brazilian, U.S.

or international

laws, regulations or specific or broad trade remedy actions or international agreements may impose additional duties or other restrictions

on exports of minerals from Brazil.

Any such changes in legislation and government policy may have a material adverse effect on our business.

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

government has announced and, in

particular following the U.S.

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

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

exported from the United States to such trade partners.

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

tariffs on imports from Canada, Mexico, and China.

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

harm our business and growth prospects.

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

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

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

In the recent past, the spread

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

to recommend precautions to mitigate the spread of the virus,

especially as to international travel.

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

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

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

will not occur with restrictions imposed again in response.

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

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

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

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

government has announced and, in particular following the U.S.

presidential election in November

2024, may continue to announce, various import tariffs on goods imported from certain trade partners, such as the EU and China, which

have resulted, and may continue to result, in reciprocal tariffs on goods exported from the United States to such trade partners.

In February 2026, the U.S.

Supreme Court struck down certain of the U.S.

presidential administration’s tariffs as

exceeding the executive’s statutory authority, and it remains unclear how the administration may shift its trade policies in response

to the ruling.

For example, following the ruling, the U.S.

administration immediately imposed a new 10% global tariff under a different

statute that permits tariffs up to 15% for 150 days.

An escalating

global trade war, including between the United States and China, could harm our business and growth prospects.

Trade barriers and other

governmental action related to tariffs or international trade agreements around the world have the potential to decrease demand for our

minerals and adversely impact the markets in which we operate.

Natural disasters may adversely affect our business.

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

Such events, including hurricanes,

earthquakes, floods, wildfires, and health emergencies, could disrupt our operations or those of our third party suppliers, damage

our facilities, or affect our supply chains.

For example, in the recent past, the spread of COVID-19 caused public health officials

in both Brazil and the U.S.

to recommend precautions to mitigate the spread of the virus, especially as to international travel.

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

at times required non-essential businesses to close.

There is no certainty that future natural disasters or a new pandemic will not

result in similar restrictions being imposed.

It is unclear how such events and any resulting restrictions

would contribute to a general slowdown in the global economy or otherwise affect our business.

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

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

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

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

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

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

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

our operations.

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

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

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

Furthermore, it is

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

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

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

What changed 10-K

Item 1A. Risk Factors