What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-14 · 817 added, 1677 removed, 599 unchanged (81% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

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

As initially disclosed

in Amendment No.

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

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

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

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

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

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

Our management, with the participation of our principal executive officer

and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act as of December 31, 2025.

Based on that evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that these disclosure controls and procedures, which are designed to provide reasonable assurance that the information

required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management

to allow timely decisions regarding required disclosure, were effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

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

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

and fair presentation of published financial statements.

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

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

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

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

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

reporting for the year ended December 31, 2023.

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

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

After evaluating the effectiveness of these measures,

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

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

Identified Material Weakness in Internal Control Over Financial Reporting

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

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

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

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

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

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

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

and procedures.

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

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

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

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

and Resolution of the Material Weakness

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

including, among others:

more qualified personnel with relevant U.S.

GAAP and SEC reporting experience to strengthen

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

● Implementing

regular and continuous U.S.

GAAP accounting and financial reporting training for accounting

and financial reporting personnel.

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

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

and compliant with U.S.

GAAP and SEC reporting requirements.

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

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

● Implementing

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

of our accounting and financial information.

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

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

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

management is responsible for establishing and maintaining effective internal control over financial reporting and for its assessment

of the effectiveness of internal control over financial reporting.

internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and financial

officer and effected by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States.

Our internal control over financial reporting includes those policies and procedures that (1) pertain

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis.

even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and

presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2025, utilizing

the criteria described in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

The objective of this assessment was to determine whether our internal control over financial reporting was

effective as of December 31, 2025.

on the management’s assessment, we have concluded that our internal control over financial reporting was effective as of

December 31, 2025.

Attestation Report

4 unchanged sentences

Changes in Internal Control over Financial Reporting

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

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

have been no changes in our internal control over financial reporting during the year ended December 31, 2025, which have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Internal Controls

9 unchanged sentences

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

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

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

Such plan expires on September 19, 2025 .

for the potential future sale of up to 500,000 shares of our common stock that is intended to satisfy the conditions of Rule 10b5-1(c)

under the Exchange Act, with such plan starting in March 2026 and expiring in July 2026.

November 18, 2025 , Mr.

Miranda , our Chief Financial Officer and Treasurer, entered into a written plan with XP Investments US, LLC for

the potential future sale of up to 10,231 shares of our common stock that is intended to satisfy the conditions of Rule 10b5-1(c) under

the Exchange Act, with such plan starting in March 2026 and expiring in June 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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

Chief Executive Officer, Director

Robert Noriega

Petersen, CFA

Moreira de Miranda

Financial Officer, Treasurer, Principal Accounting Officer

President, Corporate Strategy

Nazareth Menck

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

He has extensive experience in

venture capital and public company chief executive management.

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

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

Fogassa double

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

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

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

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

Venture Capital and Private Equity Club.

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

Fogassa is also

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

Fogassa serves as

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

the jurisdiction where we operate.

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

He has extensive experience in Latin America.

Ambassador Noriega was appointed by President George W.

Bush and confirmed by the

Senate as U.S.

Assistant Secretary of State and served from 2003 to 2005.

In that capacity, Amb.

Noriega managed a 3,000-person

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

America, and the Caribbean.

Prior to this assignment, Amb.

Noriega served as U.S.

Ambassador to the Organization of American States from

2001 to 2003.

Since 2009, Amb.

Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that

Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas.

Ambassador Noriega serves as a director

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

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

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

She has represented

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

From 2013 to 2017,

Olson was at Kaplowitz Firm P.C.

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

From February 2020

to May 2022 Ms.

Olson was an attorney with Ellenoff Grossman & Schole LP.

She has been with Mitchell Silberberg & Knupp since

She received a B.A.

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

from The John Marshall School

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

and her knowledge of U.S.

securities law.

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

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

Since 2013, he has been a Managing

Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets

under management.

Previously, Mr.

Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32

During his tenure at Fidelity, Mr.

Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company

and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity

Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income

Fund (2009-2011), and Fidelity Equity-Income II (2009-2011).

He began his career at Fidelity as an Equity Analyst.

Petersen received

in Finance and an M.S.

in Finance from the University of Wisconsin-Madison.

Petersen serves on the Board of the University

of Wisconsin Foundation and Chairs its Investment Committee.

He also is Co-Chair of the Executive Committee for the Catholic Schools

Foundation Inner-City Scholarship Fund.

Petersen is a Chartered Financial Analyst.

Petersen serves as a director because of his

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

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

and Treasurer, since July 2024.

From February 2024 until July 2024, Mr.

Miranda was the Chief Financial Officer of Apollo Resources Corporation,

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

Gold Corporation, another subsidiary of Atlas Lithium.

In such capacity, Mr.

Miranda managed all of Apollo Resources’ financial

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

Previously, from May

2020 to December 2023, Mr.

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

publicly listed company with two nickel projects in Brazil.

During his tenure, he successfully contributed to securing project financing

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

Between November 2019 to April 2020, Mr.

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

a Canadian publicly listed gold producer.

From March 2008 to October 2019, Mr.

Miranda served as the Controller of Ferrous Resources Ltd.,

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

He actively contributed to the development of company projects

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

S/A, the largest Brazilian mining company.

From September 2005 to March 2008, Mr.

Miranda was an auditor with Deloitte Touche Tohmatsu

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

IBMEC in Brazil.

Miranda is fluent in Portuguese, English and Spanish.

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

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

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

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

investor relations efforts.

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

successful up-listing to Nasdaq in January 2023.

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

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

Tennessee Graduate School of Medicine.

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

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

His education includes a Bachelor of Science (Summa Cum

Laude) and a Doctor of Medicine degrees.

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

Menck has also served as the Chief Financial Officer of

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

topics, including operational readiness and interface with institutional investors.

Previously, from January 2023 to July 2023, Mr.

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

February 2019 and July 2022, Mr.

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

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

From April 2016 to January 2019, he was the

Global Treasurer at Nexa Resources.

From January 2011 to March 2016, Mr.

Menck was an Investment Director at the Odebrecht group in

From May 2008 to January 2011 Mr.

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

1996 to May 2008, Mr.

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

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

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

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

Menck has a degree in Business Administration, and an

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

Menck is fluent in Portuguese,

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

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

CFA, Rodrigo Menck, and Marc Fogassa.

are no family relationships among our directors and executive officers.

There is no arrangement or understanding between or among our

executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

currently have three independent directors on our Board of Directors.

We use the definition of “independence” found in the

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

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

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

of independence.

Our Board of Directors has determined that each of Ambassador Noriega, Mr.

Petersen, and Ms.

Olson is independent.

of our Board of Directors in Risk Oversight

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

risk management process.

The Board of Directors has designated three committees.

The Audit Committee, the Compensation Committee, and

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

In particular,

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

financial risk exposures.

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

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

Additionally, the Audit Committee monitors

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

Our Compensation Committee

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

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

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

of our Board of Directors

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

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

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

As of the date hereof, our Audit Committee

was composed of Ambassador Noriega, Mr.

Petersen and Ms.

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

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

Board has determined that Mr.

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

Regulation S-K.

Committee and Nominations Committee

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

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

However, we have opted not to take

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

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

Roger Noriega

Petersen, CFA

Committee Interlocks and Insider Participation

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

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

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

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

For an overview

of related party transactions among Atlas Critical Minerals, Mr.

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

Information about our executive officers and

directors, including our Audit Committee and Audit Committee financial experts and the procedures by which shareholders can

recommend director nominees, and our executive officers will be in our definitive Proxy Statement for our 2026 Annual Meeting of

Shareholders, which will be filed within 120 days of the end of 2025 (2026 Proxy Statement) and is incorporated in this Form 10-K by

of Business Conduct and Ethics

6 unchanged sentences

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

of date of this Annual Report, Mr.

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

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

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

Delinquent Section 16(a) Reports

Under Section 16 of the Exchange Act, our directors,

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

and any subsequent changes in ownership to the SEC.

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

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

Based solely upon a review of forms filed with the

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

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

grant of stock options pursuant to our director compensation program.

Olson and Mr.

Petersen each filed one late Form 5 reporting

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

Petersen’s late Form 5 also included

three additional transactions that should have been reported in 2023.

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

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

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

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

did not file two Form 4s in 2024.

did not file one Form 4 in 2024.

Trading Policy

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

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

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

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

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

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

Executive Compensation.

of Named Executive Officers

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

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

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

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

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

We have identified the following individuals as our named executive

officers according to this definition:

Fogassa, our Chief Executive Officer and Chairman;

Miranda, our Chief Financial Officer and Treasurer;

Gustavo Aguiar, our former Chief Financial Officer and Treasurer;

Tkachenko, our Vice President of Corporate Strategy;

Brian Talbot, our former Chief Operating Officer and director.

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

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

cash bonus and equity.

Compensation Table

Name and Principal Position

Stock Awards ($)(1)

Option Awards ($) (1)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($) (2)

Marc Fogassa, Chairman and

12,474,639 (4)

Chief Executive Officer

2,133,410 (5)

Tiago Moreira, Chief Financial Officer

Gustavo Aguiar,

Former Chief Financial Officer

Igor Tkachenko, VP, Corporate Strategy

4,234,498 (11)

Brian Talbot, former Chief Operating Officer and director

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

ASC Topic 718.

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

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

All Other Compensation includes retirement plans,

disability, medical, dental and vision insurance coverage benefits.

The amount shown for Mr.

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

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

The amounts shown for Mr.

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

to the terms of Mr.

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

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

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

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

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

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

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

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

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

No amount is reported for the cash portion of Mr.

Fogassa’s performance bonus in 2024 as the Compensation Committee

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

Further, the grant of stock awards for fiscal

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

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

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

All of the options to purchase Series D Convertible Preferred

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

The amount included in the Salary column represents Mr.

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

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

accounting and other financial-related functions of the subsidiary.

The amount in the Non-Equity Incentive Compensation column represents

the bonus earned based on the accomplishment of performance metrics.

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

(“RSUs”) granted to Mr.

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

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

Represents Mr.

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

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

Pursuant to his employment

agreement, Mr.

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

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

Tkachenko was appointed

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

for 2023 and full amount for 2024.

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

salary is paid in shares of common stock.

In January 2025, Mr.

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

October 1 through December 31, 2024.

80,000 shares of common stock granted to Mr.

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

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

Tkachenko’s employment agreement based on us achieving certain market

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

The amount in the table also includes

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

Tkachenko’s employment

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

This amount was calculated based on a

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

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

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

The Monte Carlo Simulation valuation performed on

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

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

If we ultimately issue shares to Mr.

Tkachenko in excess of the amount

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

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

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

Talbot resigned from the Company on August 16, 2024.

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

to Summary Compensation Table

Fogassa Agreement

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

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

Under the A&R Employment agreement, Mr.

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

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

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

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

Pursuant to the A&R Employment Agreement,

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

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

In December 2023, the Board approved Mr.

Fogassa receiving

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

In 2024, pursuant to Mr.

Fogassa’s election to receive options

to purchase shares of our common stock, Mr.

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

the A&R Employment Agreement, Mr.

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

out of the United States.

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

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

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

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

Unless declined

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

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

to his designated beneficiaries.

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

equal to $500,000.

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

Fogassa is no longer our Chief Executive

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

Fogassa equal to $2,000,000.

Moreira de Miranda Agreement

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

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

Miranda is entitled to:

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

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

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

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

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

starting the first month after his employment start date.

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

from his employment start date, Mr.

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

immediately upon termination.

Miranda receives separate compensation for supervising the internal accounting and other

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

Pereira de Aguiar Agreement

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

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

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

the GPA Employment Agreement, Mr.

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

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

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

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

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

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

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

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

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

respective vesting date.

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

prior written notice of thirty days to the other party;

provided, that if Mr.

Pereira de Aguiar’s employment was terminated for

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

such termination.

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

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

December 2023, the Board approved certain amendments to Mr.

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

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

Pereira de Aguiar’s performance-based

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

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

July 17, 2024, Gustavo P.

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

accounting officer) and Treasurer.

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

operations, policies or practices.

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

Tkachenko Agreement

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

to renewal by mutual consent.

The agreement provides that Mr.

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

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

Additionally, Mr.

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

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

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

The agreement further provides that in the event that we undergo

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

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

The agreement also contains a non-compete provision pursuant

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

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

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

our common stock.

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

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

as of April 1, 2024.

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

Talbot consisted of (i) a monthly

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

75,000 shares of our common stock;

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

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

On August 16, 2024, Mr.

Talbot resigned as an officer and director.

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

As of the date of his resignation, 7,500

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

Equity Awards at Fiscal Year-End

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

Option awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

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

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

Equity incentive plan awards:

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

Equity incentive plan awards:

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

Tiago Miranda (2)

Igor Tkachenko (3)

Gustavo Aguiar (4)

Brian Talbot (4)

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

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

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

Tkachenko is entitled to receive pursuant to his employment agreement,

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

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

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

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

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

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

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

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

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

therefore, these columns have been omitted from the following

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

In December 2023, the Board of Directors approved

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

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

Ambassador Roger

$ 312,705 (2)

Cassiopeia Olson, Esq.

$ 312,705 (2)

Petersen, CFA

$ 312,705 (2)

Rodrigo Menck

$ 103,700 (3)

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

awards calculated in accordance with ASC Topic 718.

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

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

Pursuant to our director compensation program, the directors were granted

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

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

In connection with Mr.

Menck’s appointment as a director, the Compensation

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

Menck consisting of 10,000 time-based restricted

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

our 2023 Stock Incentive Plan.

Information relating to our executive

officer and director compensation and the compensation committee of the Board will be in the 2026 Proxy Statement and is incorporated

in this Form 10-K by reference.

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

Compensation Plan Information

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

Incentive Plan.

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

Incentive Plan as of December 31, 2024.

Plan Category

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

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

Number of securities remaining available for future issuance under equity

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

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

Equity compensation plans not approved by security holders

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

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

Security Ownership of Certain

Beneficial Owners and Management

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

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

(i) each person who is known by

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

(ii) each named executive officer and director;

and (iii) all

executive officers and directors as a group.

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

and Address of Beneficial

Common Stock (2)

Preferred Stock (3)

Combined Voting Power

Directors and Named Executive Officers:

Marc Fogassa (6)

Ambassador Roger Noriega (7)

Cassiopeia Olson, Esq.

Stephen Petersen (9)

Rodrigo Menck (10)

Igor Tkachenko (11)

Tiago Miranda (12)

Gustavo Aguiar (15)

Brian Talbot (15)

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

Over 5% Stockholders:

Mitsui & Co., Ltd.

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

Suite 200, Boca Raton, FL 33432.

share of common stock is entitled to one vote.

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

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

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

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

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

The one share of Series

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

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

Fogassa since 2012.

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

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

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

issued and outstanding.

Consists of 4,823,686

shares of our common stock owned by Mr.

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

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

and 1 share of Series A Preferred Stock which Mr.

held since 2012.

Consists of 380,201 shares

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

Consists of 1,071 shares

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

Consists of 42,308 of our

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

Consists of 1,450 shares

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

Consists of 192,530 shares

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

Consists of 231 shares

of common stock;

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

of his employment at Atlas Lithium.

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

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

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

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

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

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

Chiyoda-ku Tokyo 100-8631, Japan.

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

Talbot as of March 10, 2025.

However, the amounts held by Mr.

Aguiar and Mr.

Talbot based on information available to the Company

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

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

Information relating to security ownership of certain beneficial

owners of our common stock, the security ownership of our management and our equity compensation plans will be in the 2026 Proxy

Statement and is incorporated in this Form 10-K by reference.

Certain Relationships and Related Transactions, and Director Independence.

with Subsidiaries

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

as of December 31, 2024.

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

Critical Minerals, Apollo Resources granted Mr.

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

of its common stock.

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

The options issued in 2024 were

valued at $134,407 in total.

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

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

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

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

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

Fogassa as contractual compensation options to purchase an aggregate

of 210,000 shares of its common stock.

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

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

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

average assumptions:

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

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

of five to ten years.

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

Fogassa for its Chief Executive Officer position, effective on July

1, 2024 (“Amended ACM Agreement”).

Under the Amended ACM Agreement, Mr.

Fogassa is entitled to receive monthly compensation

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

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

Prior to the amendment, Mr.

Fogassa was already entitled to a monthly fee

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

$0.01 to $1.00 per share.

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

In connection

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

Menck is entitled to receive a monthly

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

four years from the date of grant.

Atlas Critical Minerals entered into an agreement with our Chief Financial

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

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

Atlas Critical Minerals also issued to Mr.

Miranda options to acquire

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

with Former Related Parties

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

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

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

Pursuant to the Purchase Agreement, Mr.

Martin Rowley purchased an

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

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

will mature on November 24, 2026.

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

Rowley, a former officer.

International DMCC :

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

Martin Rowley previously provided advisory services to us.

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

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

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

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

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

Talbot, a former officer and director.

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

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

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

Agreement”) in order to, among other things:

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

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

(ii) form an operations committee

tasked with ensuring progress toward our goals under such agreement;

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

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

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

RTEK Agreement.

For additional information, please see our risk factor “ We have a contractual dispute with RTEK International

DMCC, the outcome of which is unknown at this time, and our business and operations could be negatively impacted by the termination of

the Technical Services Agreement with RTEK International DMCC ” on page 16 of this Annual Report, and “ Note 7 – Related Party Transactions—Technical Services Agreement .”

Our Board of Directors has determined that Ambassador

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

directors by the Nasdaq Stock Market Rules.

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

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

regarding certain relationships and related transactions and director independence will be in the 2026 Proxy Statement and is incorporated

in this Form 10-K by reference.

Principal Accounting Fees and Services.

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

ended December 31, 2024, and 2023 respectively.

Audit Fees (1)

Audit-Related Fees (2)

Other Fees (4)

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

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

and regulatory filings or engagements.

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

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

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

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

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

Fees, and Tax Fees.

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

Policies and Procedures

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

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

regarding principal accountant fees and services will be in the 2026 Proxy Statement and is incorporated in this Form 10-K by reference.

Exhibits, Financial Statement Schedules

19 unchanged sentences

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

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

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

statements”).

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

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

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

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

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

financial statements based on our audits.

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

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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

as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, changes in stockholders’ equity,

and cash flows for each of the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred

to as the “Consolidated financial statements”).

In our opinion, based on our audit, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2025 and 2024 in conformity with accounting

principles generally accepted in the United States of America.

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

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

5 unchanged sentences

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

Accordingly, no such opinion is expressed.

Accordingly, we express no such opinion.

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

6 unchanged sentences

provide a reasonable basis for our opinion.

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

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

Pipara & Co LLP (6841)

have served as the Company’s auditor since 2024

Ahmedabad, India

Mumbai, India

March 4, 2026

2 unchanged sentences

31, 2025 and December 31, 2024

and cash equivalents

and other current assets

Current assets:

Cash and cash

Trade receivable

Taxes recoverable

and equipment, net

of use assets - operating leases, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

lease liabilities

Derivative assets

and other current assets

Total current assets

Taxes recoverable

Property and equipment,

Intangible assets, net

Right of use assets - operating

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued

Derivative liabilities

Convertible Debt

Operating lease liabilities

current liabilities

lease liabilities

consideration from royalties sold

Total current liabilities

Convertible Debt

Operating lease liabilities

Deferred consideration

from royalties sold

noncurrent liabilities

Stockholders’

A preferred stock, $ 0.001 par value.

Total liabilities

Stockholders’ Equity:

Series A preferred stock, $ 0.001 par value.

1 share authorized;

1 share issued and outstanding as of December 31, 2025 and December 31, 2024

stock, $ 0.001 par

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

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

Common stock, $ 0.001 par value.

and 200,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively and 26,968,501 and 16,014,742 shares

issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

paid-in capital

other comprehensive loss

Adjustment of the Valuation of Fin.

Additional paid-in capital

Accumulated other comprehensive

Cumulative Adjustment of

the Valuation of Fin.

( 171,570,902 )

( 144,410,340 )

Atlas Lithium Co.

Total Atlas Lithium Co.

stockholders’ equity

9 unchanged sentences

Sales deductions

Cost of revenue

$ ( 151,922 )

and administrative expenses

Operating expenses

General and administrative

Stock-based compensation

operating expenses

from operations

operating expenses

Loss from operations

( 31,651,704 )

( 43,858,245 )

expense (income)

value adjustments, net (income)

Other expense (income)

Fair value adjustments,

costs (revenue)

other expense

before income taxes

Loss before income taxes

( 31,901,865 )

8 unchanged sentences

$ ( 42,241,196 )

and diluted loss per share

Basic and diluted loss per share

loss per share attributable to Atlas Lithium Corporation common stockholders

Weighted-average

number of common shares outstanding:

Comprehensive

Weighted-average number of common shares outstanding:

Comprehensive loss:

$ ( 31,901,865 )

1 unchanged sentence

currency translation adjustment

Comprehensive

Comprehensive loss

( 31,233,597 )

13 unchanged sentences

Preferred Stock

Comprehensive

Other Comprehensive

Adjustment of the Valuation of Fin.

4 unchanged sentences

$ ( 138,829 )

of common stock in connection with sales made under

private offerings

of common stock in connection with purchase of mining

of options into Series D preferred stock

of Convertible Preferred D stock into Common Stock

changes in Noncontrolling interest

$ ( 102,822,123 )

of option issued

based compensation

in foreign currency translation

Issuance of common stock in connection with

sales made under private offerings

Issuance of common stock in exchange for consulting,

professional and other services

Exercise of warrants

Stock based compensation

Adjustment of the Valuation of Fin.

Other changes in Noncontrolling interest

Change in foreign currency translation

( 42,241,196 )

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( 44,413,222 )

December 31, 2023

Balance, December 31,

$ 166,110,916

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$ ( 278,820 )

Preferred Stock

$ ( 144,410,340 )

Preferred Stock

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$ ( 179,990 )

of common stock in connection with sales made under

private offerings

of common stock in exchange for consulting, professional and

other services

based compensation

of the Valuation of Fin.

changes in Noncontrolling interest

in foreign currency translation

$ ( 278,820 )

$ ( 144,410,340 )

Issuance of common stock in connection with

under public offerings

Exercise of warrants

Stock based compensation

Adjustment of the Valuation of Fin.

Other changes in Noncontrolling interest

Change in foreign currency translation

( 28,110,592 )

December 31, 2024

( 3,791,273 )

( 31,901,865 )

Balance, December 31,

$ 223,411,482

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the Twelve Months Ended December 31, 2025 and 2024

flows from operating activities of continuing operations:

Twelve months

Cash flows from operating activities of continuing

$ ( 31,901,865 )

( 44,413,222 )

to reconcile net loss to cash used in operating activities:

based compensation and services

and amortization

value adjustments

Write off property and equipment

non-cash expenses

on FOREX transactions

in operating assets and liabilities:

and trade receivable

Adjustments to reconcile

net loss to cash used in operating activities:

Stock-based compensation

Depreciation and amortization

Lease expenses

Interest expense

Derivative liabilities

Fair value adjustments

Write off property and

Other non-cash expenses

Gain/loss on FOREX transactions

Unwinding of non-current

Changes in operating assets

and liabilities:

Inventories and trade receivable

Taxes recoverable

( 1,683,632 )

consideration from royalties sold

Deposits and advances

Accounts payable

noncurrent liabilities

cash provided (used) by operating activities

cash used in operating activities

( 22,166,692 )

( 18,784,844 )

flows from investing activities:

of capital assets

Cash flows from investing activities:

Acquisition of capital

( 6,091,572 )

( 22,441,552 )

Exploration costs

Capitalized Exploration

( 2,867,818 )

( 4,496,977 )

in intangible assets

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( 27,344,436 )

flows from financing activities:

proceeds from sale of common stock

Net proceeds from sale of common stock of subsidiaries

received upon issuance of debt

Cash flows from financing activities:

Net proceeds from sale

of common stock

Net proceeds from sale

of common stock of subsidiaries

Leases payments

used in payment of debt

cash provided by financing activities

of exchange rates on cash and cash equivalents

increase (decrease) in cash and cash equivalents

Effect of exchange rates

on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

( 14,012,451 )

and cash equivalents at beginning of period

and cash equivalents at end of period

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

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

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The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil.

Segment reporting

The Company has one reportable segment:

mining segment derives revenue in Brazil by mining, beneficiating and selling material mined from the Company’s several mining rights.

Currently the Company generates revenue solely from two operating projects:

Quartzite and Iron Ore.

The other mining projects are in exploration

The accounting policies of the mining segment are

the same as those described in the summary of significant accounting policies.

The chief operating decision maker (“CODM”) of the mining

segment is the Company’s chief executive officer.

The CODM regularly reviews the revenue, significant expenses categories, including

exploration and evaluation costs, and general and administrative expenses.

The significant expenses

(including capitalized expenses) on which the CODM relies are those that are reported on the condensed consolidated balance sheet and

statements of operations and comprehensive loss.

Total segment assets as of December 31, 2025, were $ 87,674,737 , primarily consisting

of mineral rights, capitalized exploration and evaluation costs and equipment acquisitions for the Neves Project.

All of the Company’s revenue and long-lived assets are located in

For the year ended December 31, 2025, the Company had four customers accounting for more than 10% of the Company’s revenue

each (the four customers collectively represented 88% of revenue).

of Presentation and Principles of Consolidation

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

States of America (“U.S.

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

of America (“U.S.

GAAP”) and are expressed in United States dollars.

For the years ended December 31, 2024 and

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

(i) its 100 %

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

(ii) its 100 %

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

(iii) its 100 %

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

(iv) its 32.70 %

equity interest in Atlas Critical Minerals and its subsidiaries Mineração Apollo

Ltda., Mineração Duas Barras Ltda.

For the years ended December 31, 2025 and 2024, the

consolidated financial statements include the accounts of the Company;

(i) its 100 % owned subsidiary Atlas Lithium Limited and its subsidiary

Atlas Litio Brasil Ltda (“Atlas Brazil”);

(ii) its 100 % owned subsidiary Athena Mineral Resources Corporation and its subsidiary

Athena Litio Ltda;

(iii) its 100 % owned subsidiary Brazil Mineral Resources Corporation and its subsidiary Atlas Recursos Minerais;

its 28.06 % equity interest in Atlas Critical Minerals and its subsidiaries Mineração Apollo Ltda., Mineração

Duas Barras Ltda.

(“MDB”), RST Recursos Minerais Ltda.

Mineração Jupiter Ltda.

We have concluded that Atlas Critical Minerals and its subsidiaries

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

As such, the accounts

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

(“RST”) and Mineração Jupiter Ltda.

concluded that Atlas Critical Minerals and its subsidiaries are variable interest entities (“VIE”) in accordance with applicable

accounting standards and guidance.

As such, the accounts and results of Atlas Critical Minerals and their subsidiaries have been included

in our consolidated financial statements.

material intercompany accounts and transactions have been eliminated in consolidation.

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Accounting Pronouncements

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

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

or results of operations except as noted below:

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

Formations (Subtopic 805-60):

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

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

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

The amendments also seek to clarify the initial

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

The guidance is applicable to all entities

involved in the formation of a joint venture.

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

or after January 1, 2025.

Early adoption and retrospective application of the amendments are permitted.

We do not expect the adoption of

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

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

Improvements to Reportable Segment Disclosures, amending reportable

segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis.

Among the disclosure

enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker

and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each

reported measure of segment profit or loss.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15,

2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively.

Early adoption

is permitted.

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

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

Improvement to Income Tax Disclosures, amending income tax disclosure

requirements for the effective tax rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal

years beginning after December 15, 2024, and are applied prospectively.

Early adoption and retrospective application of the amendments

are permitted.

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

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

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

of operations except as noted below:

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

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

May 2025, the FASB issued ASU 2025-03, Business Combinations and Consolidation — Determining the Accounting Acquirer in the Acquisition

of a Variable Interest Entity.

The amendments in this update require an entity involved in an acquisition transaction effected primarily

by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs

805-10-55-12 through 55-15 to determine which entity is the accounting acquirer.

The amendments in this update are effective for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the Update early.

May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic

Clarifications to Share-Based Consideration Payable to a Customer.

The amendments in this update revise the Master Glossary definition

of the term performance condition for share-based consideration payable to a customer.

The revised definition incorporates conditions

(such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases)

of goods or services from the grantor (including over a specified period of time).

The revised definition also incorporates performance

targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers.

The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees

in exchange for goods or services to be used or consumed in the grantor’s own operations.

The amendments in this update are effective

for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December

Early adoption is permitted for all entities.

Management does not expect this new guidance to have any impacts on the Company’s

consolidated financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets.

The amendments in this update provide (1) all entities with a practical expedient and (2) entities other

than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable

and current contract assets arising from transactions accounted for under Topic 606, as follows:

Practical expedient.

In developing reasonable and supportable forecasts as part of estimating expected credit losses,

all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining

life of the asset.

Accounting policy election.

An entity other than a public business entity that elects the practical expedient is permitted

to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting

periods within those annual reporting periods.

Management does not expect this new guidance to have material impacts on the Company’s

consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with

Customers (Topic 606) — Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer

in a Revenue Contract.

The amendments in this update exclude from derivative accounting nonexchange-traded contracts with underlying that

are based on operations or activities specific to one of the parties to the contract.

However, this scope exception does not apply to

(1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset

or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that

are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call

options and put options on debt instruments.

The amendments in this update are effective for all entities for annual reporting periods

beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

does not expect this new guidance to have material impacts on the Company’s consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic

815) — Hedge Accounting Improvements.

The amendments in this update clarify certain aspects of the guidance on hedge accounting

and to address several incremental hedge accounting issues arising from the global reference rate reform initiative.

For public business

entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods

within those annual reporting periods.

Management does not expect this new guidance to have material impacts on the Company’s consolidated

financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic

270) — Narrow-Scope Improvements.

The amendments in this update clarify interim disclosure requirements and the applicability of

The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December

The Company will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the update early.

Value of Financial Instruments

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

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

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

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

Unobservable inputs are inputs that reflect our assumptions about

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

The guidance establishes three levels of inputs that may

be used to measure fair value:

Unobservable inputs are inputs that reflect our assumptions

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

The guidance establishes three levels of inputs that

may be used to measure fair value:

Observable inputs such as quoted prices in active markets.

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of December 31, 2025, and 2024, our derivative liabilities were considered a level 2 liability.

Note 2 for a discussion regarding the determination of the fair market value.

See Note 2 for a discussion regarding

the determination of the fair market value.

We do not have any level 3 assets or liabilities.

Our financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other

current assets, accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities

and accrued expenses.

The carrying amount of these financial instruments approximates fair value due to either length of maturity or

interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other current assets,

accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities and accrued expenses.

The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate

prevailing market rates unless otherwise disclosed in these consolidated financial statements.

and Cash Equivalents

We consider all highly liquid instruments purchased with a maturity of

three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes.

Our bank accounts

are deposited in FDIC insured institutions.

consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the

funds are not being held for investment purposes.

Our bank accounts are deposited in FDIC insured institutions.

Funds held in U.S.

banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating

into approximately $ 40,373 as of December 31, 2024).

receivable are customer obligations due under normal trade terms which

are recorded at net realizable value.

We establish an allowance for doubtful accounts based on management’s assessment of the collectability

of trade receivables.

A considerable amount of judgment is required in assessing the amount of the allowance.

We make judgments about the creditworthiness of each

customer based on ongoing credit evaluations and monitor current economic trends that might impact the level of credit losses in the

If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance

will be required.

are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating into approximately

$ 45,455 as of December 31, 2025).

receivable are customer obligations due under normal trade terms which are recorded at net realizable value.

We establish an allowance

for doubtful accounts based on management’s assessment of the collectability of trade receivables.

A considerable amount of judgment

is required in assessing the amount of the allowance.

We make judgments about the creditworthiness of each customer based on ongoing

credit evaluations and monitor current economic trends that might impact the level of credit losses in the future.

If the financial condition

of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected.

If our actual collection experience changes, revisions to our allowance may be required.

After all attempts to collect a

receivable have failed, the receivable is written off against the allowance.

We value our inventories in accordance with

ASC 330 - Inventory, which requires that inventories be valued at the lower of cost or market.

The cost of inventories is determined using

the weighted average cost method.

We record a receivable for value added taxes recoverable from Brazilian authorities on goods and services purchased by our Brazilian

subsidiaries.

These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier

withholding taxes, or other taxes payable.

our actual collection experience changes, revisions to our allowance may be required.

After all attempts to collect a receivable have

failed, the receivable is written off against the allowance.

value our inventories in accordance with ASC 330 - Inventory, which requires that inventories be valued at the lower of cost or market.

The cost of inventories is determined using the weighted average cost method.

record a receivable for value added taxes recoverable from Brazilian authorities on goods and services purchased by our Brazilian subsidiaries.

These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier withholding taxes,

or other taxes payable.

and Equipment

22 unchanged sentences

estimated to be generated by those assets are less than the assets’ carrying amount.

As of December 31, 2024, and 2023, we

did not recognize any impairment losses related to mineral properties held.

Mineral properties are amortized throughout the life

of the property based on an units-of-production method.

As of December 31, 2025, and 2024, we did

not recognize any impairment losses related to mineral properties held.

properties are amortized throughout the life of the property based on an units-of-production method.

intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded

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of Intangible Assets with Indefinite Useful Lives

We account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles –

Goodwill and Other (“ASC 350”).

ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized but instead be evaluated for impairment at least annually.

On an annual basis, in the fourth quarter of the fiscal year, management reviews

intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence

of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount.

If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the

intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash

Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its

account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill

and Other (“ASC 350”).

ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized but instead

be evaluated for impairment at least annually.

On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible

assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events

or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount.

determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible

asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow.

if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible

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of Long-Lived Assets

long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes in circumstances

that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances are present,

we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted

expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment

loss based on the excess of the carrying amount over the fair value of the assets.

Assets to be disposed of are reported at the lower

of the carrying amount or the fair value less costs to sell.

long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes

in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances

are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered

through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets,

we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Assets to be disposed of

are reported at the lower of the carrying amount or the fair value less costs to sell.

Interest Entities

We determine at the inception of each arrangement whether an entity in

which we hold an investment or in which we have other variable interests in is considered a variable interest entity.

We consolidate VIEs

when we are the primary beneficiary.

The primary beneficiary of a VIE is the party that meets both of the following criteria:

the power to make decisions that most significantly affect the economic performance of the VIE;

and (2) has the obligation to absorb losses

or the right to receive benefits that in either case could potentially be significant to the VIE.

Periodically, we assess whether any

changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether

we are the primary beneficiary.

If we are not the primary beneficiary in a VIE, we account for the investment under the equity method

or cost method in accordance with the applicable GAAP.

We have concluded that Atlas Critical Minerals and its subsidiaries are

VIEs in accordance with applicable accounting standards and guidance;

and although the operations of Atlas Critical Minerals are independent

of us, through governance rights, we have the power to direct the activities that are most significant to Atlas Critical Minerals.

we concluded that we are the primary beneficiary of Atlas Critical Minerals.

We recognize revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The core principle of

the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers

in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

following five steps are applied to achieve that core principle:

determine at the inception of each arrangement whether an entity in which we hold an investment or in which we have other variable interests

in is considered a variable interest entity.

We consolidate VIEs when we are the primary beneficiary.

The primary beneficiary of a VIE

is the party that meets both of the following criteria:

(1) has the power to make decisions that most significantly affect the economic

performance of the VIE;

and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially

be significant to the VIE.

Periodically, we assess whether any changes in the interest or relationship with the entity affect the determination

of whether the entity is still a VIE and, if so, whether we are the primary beneficiary.

If we are not the primary beneficiary in a VIE,

we account for the investment under the equity method or cost method in accordance with the applicable GAAP.

have concluded that Atlas Critical Minerals and its subsidiaries are VIEs in accordance with applicable accounting standards and guidance;

and although the operations of Atlas Critical Minerals are independent of us, through governance rights, we have the power to direct

the activities that are most significant to Atlas Critical Minerals.

Therefore, we concluded that we are the primary beneficiary of Atlas

Critical Minerals.

recognize revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The core principle of the new revenue

standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

The following five steps

are applied to achieve that core principle:

Identify the contract with the customer

28 unchanged sentences

within costs of goods sold are costs of production such as diesel fuel, labor, and transportation.

We measure and record stock-based compensation expenses in accordance with ASC Topic 718 for share-based payments related to stock

options, restricted stock, and performance-based awards granted to certain directors, employees and consultants.

ASC 718 requires companies

to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the

employee’s requisite service period.

Under ASC 718, volatility is based on the historical volatility of our stock or the expected

volatility of the stock of similar companies.

The expected life assumption is primarily based on historical exercise patterns and employee

post-vesting termination behavior.

measure and record stock-based compensation expenses in accordance with ASC Topic 718 for share-based payments related to stock options,

restricted stock, and performance-based awards granted to certain directors, employees and consultants.

ASC 718 requires companies to

measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s

requisite service period.

Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of

the stock of similar companies.

The expected life assumption is primarily based on historical exercise patterns and employee post-vesting

termination behavior.

The risk-free interest rate for the expected term of the option is based on the U.S.

Treasury yield

curve in effect at the time of grant.

Treasury yield curve in effect

at the time of grant.

fair value of stock options and performance awards without a market condition is estimated, at the date of grant, using the Black-Scholes

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determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to

Expected volatility for stock options is based on the historical and implied volatility of our common stock while the volatility for restricted stock awards with

a market condition is based on the historical volatility of our own stock and the stock of companies within our defined peer group.

Expected volatility for stock options is based on the historical and implied volatility of our common stock while the volatility

for restricted stock awards with a market condition is based on the historical volatility of our own stock and the stock of companies

within our defined peer group.

changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s

2 unchanged sentences

may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

accordance with ASC 470, Debt (“ASC 470”) we record

our Convertible Notes at the aggregate principal amount, less discount.

We amortize the debt discount over the life of the convertible

notes as an additional non-cash interest expense utilizing the effective interest method.

accordance with ASC 470, Debt (“ASC 470”) we record our Convertible Notes at the aggregate principal amount, less

We amortize the debt discount over the life of the convertible notes as an additional non-cash interest expense utilizing the

effective interest method.

Refer to Note 2 for additional information.

We evaluate our convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts

evaluate our convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts

qualify as derivatives to be separately accounted for in accordance with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting

16 unchanged sentences

within 12 months of the balance sheet date.

With the exception of Atlas Litio Brasil Ltda, our foreign subsidiaries use a local currency as the functional currency.

Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income.

Transaction gains or losses

related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations.

Net foreign currency transaction losses included in our consolidated statements of operations were negligible for all periods presented.

We account for income taxes in accordance with ASC Topic 740, Income Taxes.

ASC 740 requires a company to use the

asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences,

and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported

amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of

management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized.

Deferred tax assets

and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of December 31, 2024, and 2023,

our deferred tax assets had a full valuation allowance.

the exception of Atlas Litio Brasil Ltda, our foreign subsidiaries use a local currency as the functional currency.

Resulting translation

gains or losses are recognized as a component of accumulated other comprehensive income.

Transaction gains or losses related to balances

denominated in a currency other than the functional currency are recognized in the consolidated statements of operations.

account for income taxes in accordance with ASC Topic 740, Income Taxes.

ASC 740 requires a company to use the asset and liability method

of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities

are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts of assets and

liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more

likely than not that some portion, or all of, the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted

for the effects of changes in tax laws and rates on the date of enactment.

As of December 31, 2025, and 2024, our deferred tax assets

had a full valuation allowance.

ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained

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For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

We have identified the United States Federal tax returns as our

“major” tax jurisdiction.

We have identified the United States Federal tax returns as our “major” tax jurisdiction.

December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to

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corporate income tax rate to 21 % beginning in 2018.

TCJA also requires a one-time transition tax on the mandatory deemed repatriation

of the cumulative earnings of certain of our foreign subsidiaries as of December 31, 2017.

To determine the amount of this transition

tax, we must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of

income taxes paid on such earnings, in addition to potentially other factors.

We believe that no such tax will be due since our

Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of our foreign

subsidiaries as of December 31, 2017.

To determine the amount of this transition tax, we must determine the amount of earnings generated

since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S.

income taxes paid on such earnings, in addition

to potentially other factors.

We believe that no such tax will be due since our Brazilian subsidiaries have, when required, paid taxes

locally and that they have incurred a cumulative operating deficit since inception.

Income (Loss) Per Share

We compute loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both

basic and diluted earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss

available to common shareholders by the weighted average number of outstanding common shares during the period.

Diluted loss per share

gives effect to all dilutive potential common shares outstanding during the period.

As of December 31, 2024, if all holders of preferred

stock, options and warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess

of our authorized, but unissued shares of common stock.

compute loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings

per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss available to common shareholders

by the weighted average number of outstanding common shares during the period.

Diluted loss per share gives effect to all dilutive potential

common shares outstanding during the period.

Comprehensive Income

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OF PROPERTY AND EQUIPMENT

assets subject to depreciation:

and office equipment

and equipment

Capital assets subject to depreciation:

Computers and office equipment

Machinery and equipment

Prepaid Assets (CIP)

Mining rights

Exploration costs

the years ended December 31, 2025, and 2024, we recorded depreciation expense of $ 28,877

respectively recorded in general and administrative expense.

In December 2024, the Company write off $ 1.3

million relating the

premium paid for an option to acquire two mining rights.

Results of geological studies did not achieve the expected results and the Company

decided not to exercise the option, derecognizing the amounts recorded for the premium paid.

The assets objective of this option do not

have any relation with the Company’s Das Neves Project.

and $ 4,381 , respectively recorded in general

and administrative expense.

In December 2024, the Company wrote off $ 1.3

million relating to the premium paid for an option to acquire two mining rights.

Results of geological studies did not achieve the

expected results and the Company decided not to exercise the option, derecognizing the amounts recorded for the premium paid.

assets objective of this option do not have any relation with the Company’s Das Neves Project.

Exploration costs such as drilling, development and related costs are either classified as exploration and charged

to operations as incurred, or capitalized, such as to assist with mine planning within a reserve area.

Whether to capitalize an exploration

cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be

commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other

The basis of the mineral interest is amortized on a units-of-production basis.

Payable and Accrued Liabilities

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

payable and other accruals

rights payable

the reporting period ended December 31, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.

Trade payables

Payroll and social charges

Taxes payable

the reporting period ended December 31, 2025 and 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.

of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the

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offices with third parties.

lease agreements have terms between 2 to 5 years , with the possibility of extending

one of the contracts for an additional two years and another for an additional 12 months .

The liability was measured at the present value of the lease payments discounted

using interest rates with a weighted average rate of 6.5 % which was determined to be our incremental borrowing rate.

The continuity of the lease liabilities is presented in the table below:

lease agreements have terms between 2 to 5 years, with the possibility of extending one of the contracts for an additional two years

and another for an additional 12 months .

The liability was measured at the present value of the lease payments discounted using interest

rates with a weighted average rate of 6.5 % which was determined to be our incremental borrowing rate.

The continuity of the lease liabilities

is presented in the table below:

OF OPERATING LEASE LIABILITY

liabilities on January 1, 2024

Lease liabilities on January 1,

Lease payments

$ ( 216,906 )

liabilities on December 31, 2024

Foreign exchange

Lease liabilities on

December 31, 2025

Current portion

Non-current portion

maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:

OF CONTRACTUAL UNDISCOUNTED CASH FLOWS

than one year

OF MATURITY OF THE LEASE LIABILITIES

Less than one year

contractual undiscounted cash flows

OF CONVERTIBLE DEBT

to Nanyang Investment Management Pte Ltd

to Jaeger Investments Pty Ltd

to Modha Reena Bhasker

to Clipper Group Limited

convertible debt

Due to Nanyang Investment Management

Due to Jaeger Investments Pty Ltd

Due to Modha Reena Bhasker

Due to Clipper Group Limited

Total convertible debt

Current portion

Non-current portion

November 7, 2023, we entered into a convertible note purchase agreement (“November 7, 2023, Convertible Note Agreement”)

Martin Rowley and other investors to raise up to $ 20,000,000 in proceeds through the issuance of

convertible promissory notes with the following key terms:

Martin Rowley and other investors to raise up to $ 20,000,000 in proceeds through the issuance of convertible promissory notes

with the following key terms:

36 months from the date of issuance;

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holder in cash, in shares of our common stock, or in any combination thereof;

the holder retains the right to convert all or any portion of the note into shares of our common stock at the Conversion Price up until the maturity

the holder retains the right to convert all or any portion of the note into shares of our common stock at the Conversion Price

up until the maturity date;

US$ 28.225 /share

we retain the right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination

and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20-day trading period.

However, if we notify the holder of our election to redeem the convertible note,

the holder may then convert immediately at the conversion price.

November 7, 2023, we issued $ 10,000,000 in convertible promissory notes under the terms of the November 7, 2023, Convertible

Note Agreement, and there were no other purchases and sales of the convertible promissory notes pursuant to the November 7, 2023 Convertible

Note Agreement.

On the date of issuance, we received $ 10,000,000 in cash proceeds and recorded (i) a $ 9,688,305 convertible

debt liability and (ii) a $ 311,695 conversion feature derivative liability in our consolidated statement of financial position, as further

disclosed below.

In the year ended December 31, 2024, we recorded $ 651,782 in interest expense and $ 104,183 in accretion expense

in the consolidated statement of operations and comprehensive loss ($ 67,024 and $ 15,395 , for the year ended December 31, 2023).

OF DERIVATIVE LIABILITIES

liability - conversion feature on the convertible debt

liability - restricted stock awards

liability - Non-Deliverable Forward

we retain the right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination and

(ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20-day trading period.

if we notify the holder of our election to redeem the convertible note, the holder may then convert immediately at the conversion

November 7, 2023, we issued $ 10,000,000 in convertible promissory notes under the terms of the November 7, 2023, Convertible Note Agreement,

and there were no other purchases and sales of the convertible promissory notes pursuant to the November 7, 2023 Convertible Note Agreement.

On the date of issuance, we received $ 10,000,000 in cash proceeds and recorded (i) a $ 9,688,305 convertible debt liability and (ii) a

$ 311,695 conversion feature derivative liability in our consolidated statement of financial position, as further disclosed below.

the year ended December 31, 2025, we recorded $ 650,002 in interest expense and $ 103,898 in accretion expense in the consolidated statement

of operations and comprehensive loss ($ 651,782 and $ 104,183 , for the year ended December 31, 2024).

SCHEDULE OF DERIVATIVE LIABILITIES

Derivative assets

assets - Non-Deliverable Forward

Total derivative assets

Derivative liabilities

Derivative liability – conversion feature

on the convertible debt

Derivative liability – restricted stock

Derivative liability -

Non-Deliverable Forward

Total derivative liabilities

Derivative liability – embedded conversion feature on convertible debt

November 7, 2023, we issued convertible promissory notes to Martin Rowley and other investors as further disclosed in Note 2.

accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative.

was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position.

The derivative liability is measured at fair value through profit or loss.

origination on November 7, 2023, the fair value of the embedded conversion feature was determined to be $ 311,695

using a Black-Scholes collar option pricing model

with the following assumptions:

OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

In accordance

with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative.

As such, it was bifurcated

from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position.

The derivative

liability is measured at fair value through profit or loss.

December 31, 2024, the fair value of the embedded conversion feature was determined to be $ 66,310 using a Black-Scholes collar option

pricing model with the following assumptions:

SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

Measurement date

price at fair value measurement date

Number of options

Stock price at fair value measurement date

Exercise price

interest rate

Expected volatility

Risk-free interest rate

Dividend yield

Expected term (years)

December 31, 2025, the fair value of the embedded conversion feature was determined to be $ 6,507 using a Black-Scholes collar option

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Measurement date

price at fair value measurement date

Exercise price

interest rate

Shares to be issued in case of

Stock price at fair value measurement date

Conversion price

Expected volatility

Risk-free interest rate

Dividend yield

Expected term (years)

the Black-Scholes collar option pricing models, the expected volatilities were based on historical

volatilities of our and our peers’ securities , and the risk-free interest rates were determined

based on the prevailing rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the instrument being

volatilities of our and our peers’ securities, and the risk-free interest rates were determined based on the prevailing rates at

the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the instrument being valued.

the year ended December 31, 2025, we recognized a $ 59,804 gain on changes in fair value of financial instruments in the consolidated

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Derivative liability – restricted stock unit (“RSU”) awards

September 30, 2023, we granted RSU awards to one of our executive officers that provide for the issuance of up to a maximum

of 1.4 % of our common stock outstanding, in seven equal tranches of 0.2 % of our common stock outstanding, with an expiry date of December 31, 2026,

employment agreement of Igor Tkachenko, a Vice President of the Company, dated September 30, 2023, provides for the issuance of shares

of the Company’s common stock based on us achieving certain market capitalization milestones.

As of December 31, 2025, the Company’s

obligations under this employment agreement contemplates the issuance of additional shares of the Company’s common stock in five

tranches, each representing 0.2 % of the Company’s common stock outstanding at the time of vesting, with an expiry date of December

31, 2026 and market vesting conditions as follows:

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when we achieve a $ 700 million market capitalization

when we achieve a $ 600 million market capitalization

when we achieve a $ 700 million market capitalization

when we achieve a $ 1.0 billion market capitalization

3 unchanged sentences

according to the assumptions disclosed in Note 5.

In the year ended December 31, 2023, we recognized $ 513,757 in stock-based

compensation expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and

Tranche 2, and issued 40,533 shares of common stock to the executive officer.

at December 31, 2024, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value

of these restricted stock awards outstanding was $ 315,189 ,

In the year ended December 31, 2023, we recognized $ 513,757 in stock-based compensation

expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and Tranche 2, and

issued 40,533 shares of common stock to the executive officer.

at December 31, 2025, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair

value of these restricted stock awards outstanding was $ 15,072 ,

as measured using a Monte Carlo Simulation with the following ranges of assumptions:

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risk-free interest rate between a range of 3.48 %,

and an expected term 24 months.

The expected volatilities were based on historical volatilities

of the securities of the Company and of our peers, and the risk-free interest

rates were determined based on the prevailing rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of

the award being valued.

and an expected term 12

The expected volatilities were based on historical volatilities of the

securities of the Company and of our peers, and the risk-free interest rates were determined based on the prevailing rates at the

grant date for U.S.

Treasury Bonds with a term equal to the expected term of the award being valued.

Derivative liability - Non-Deliverable Forward

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Additionally, these contracts do not contain any credit-risk-related contingent features.

of December 31, 2024, the fair value of outstanding NDF contracts was recorded as Derivative Liabilities on the balance sheet.

of December 31, 2025, the fair value of outstanding NDF contracts was recorded as Derivative Assets on the balance sheet.

the year ended December 31, 2025:

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OF NON DELIVERABLE FORWARD EXCHANGE CONTRACTS

Derivative Financial

Total Notional

Amounts (USD)

Amounts (BRL)

Dates (Range)

Atlas Litio Brasil

foreign exchange contracts (USD/BRL)

- 15-Mar-2026

Atlas Litio Brasil Ltda

November, 2024

Forward foreign exchange contracts (USD/BRL)

15-Jan-2025 - 15-Sep-2025

December, 2025

Forward foreign exchange contracts

31-Mar-2026 - 31-Dec-2026

3 – DEFERRED OTHER INCOME

May 2, 2023, the Company and Atlas Litio Brasil Ltda.

(the “Company Subsidiary”), entered into a Royalty Purchase Agreement

(the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”).

The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to

LRC in consideration for $ 20,000,000 in cash, a royalty interest equaling 3 % of the gross revenue (the “Royalty”) to be received

by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held

by the Company Subsidiary.

the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant

to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing

from the first receipt of the sales proceeds with respect to the products from the Property.

The Royalty Agreement contains other customary

terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and

LRC’s information and audit rights.

Under the Royalty Agreement, the Company Subsidiary also granted LRC an option to purchase

additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions

as the Royalty, at a total purchase price of $ 5,000,000 .

On May 2, 2023, the Company and Atlas Brazil entered into a Royalty Purchase Agreement (the “Purchase Agreement”)

with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”).

The transaction contemplated

under the Purchase Agreement closed simultaneously on May 2, 2023, whereby Atlas Brazil sold to LRC in consideration

for $ 20,000,000 in cash, a royalty interest equaling 3 % of the gross revenue (the “Royalty”) to be received by Atlas Brazil from the sale of products from 19 mineral rights and properties that are located in

Brazil and held by Atlas Brazil.

Deferred income recognized will be charged to profit and loss on a units-of-sale basis in accordance

with the sales of the spodumene produced in mineral rights objective of the Purchase Agreement.

the same day, Atlas Brazil and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which

Atlas Brazil granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first

receipt of the sales proceeds with respect to the products from the Property.

The Royalty Agreement contains other customary terms, including

but not limited to, the scope of the gross revenue, Atlas Brazil’s right to determine operations, and LRC’s information and

audit rights.

4 – OTHER NONCURRENT LIABILITIES

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located

The balance of these employee related costs as of December 31, 2024, and 2023 amounted to $ 33 , 962 and $ 58,579 , respectively.

noncurrent liabilities are comprised of tax refinancing programs at our operating subsidiaries located in Brazil and provision for

contingencies.

The balance of these costs as of December 31, 2025, and 2024 amounted to $ 27,240

and $ 33,962 ,

respectively.

5 – STOCKHOLDERS’ EQUITY

Stock and Amendments

July 18, 2022, our Board and the holder of the majority voting power of our voting stock (the “Majority Stockholder”)

approved a 1-750

reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock.

previously reported, on April 21, 2023, the Board authorized and approved the necessary documents and filings with the Secretary of

State of the State of Nevada (the “SOS”) to decrease the number of our issued and outstanding shares of

common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750,

retroactively effective as of December 20, 2022.

Also on April 21, 2023, the Board and the Majority Stockholder approved an

amendment to our Articles of Incorporation to increase the authorized number of shares of common stock from 5,333,334 shares to

4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the Board’s and stockholders’ original

intent in effecting the Reverse Stock Split.

Further, the Board determined that it was advisable and in our best interest

to amend and restate our Articles of Incorporation to decrease the number of shares of authorized common stock to two hundred million

(200,000,000) and to amend certain other provisions in our Articles of Incorporation (the “Amended and Restated Articles of Incorporation”).

The Board and the Majority Stockholder determined to decrease the number of shares of authorized common stock to reduce the number of

shares available for issuance given the negative perception the dilutive effect of having such a large number of shares available for

issuance may have on any potential future efforts to attract additional financing.

On April 21, 2023, the Board and the Majority Stockholder

approved the Amended and Restated Articles of Incorporation.

On May 25, 2023, we filed the Amended and Restated Articles of Incorporation

with the SOS to effect the changes described above.

May 25, 2023, we also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock

and a Certificate of Withdrawal of Designation of the Series C Convertible Preferred which were effective as of May 25, 2023.

of December 31, 2023, and December 31, 2024, we had 200,000,000 authorized shares of common stock, with a par value of $ 0.001

November 22, 2024, we entered into an At the Market Offering Agreement

(the “ATM Agreement”) with H.C.

Wainwright & Co., LLC (“Wainwright”) with respect to an at the market offering

program, under which we may, from time to time in our sole discretion, issue and sell through Wainwright, acting as agent, up to $ 25.0

million of shares of our common stock.

The issuance and sale, if any, of

our common stock under the Agreement will be made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement

on Form S-3, filed with the U.S.

Securities and Exchange Commission (the “SEC”) on August 25, 2023, which was declared effective

on September 18, 2023.

the year ended December 31, 2024, we sold 191,723

shares under the ATM Agreement for proceeds of

$ 1.3 million,

net of commissions and fees.

of December 31, 2024, and December 31, 2025, we had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share.

On November 22, 2024, we entered into an At the Market

Offering Agreement (the “ATM Agreement”) with H.C.

Wainwright & Co., LLC (“Wainwright”) with respect to an

at the market offering program, under which we may, from time to time in our sole discretion, issue and sell shares of our common stock

through Wainwright, acting as agent.

The issuance and sale of our common stock under the ATM Agreement were made pursuant to a prospectus

supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the SEC on August 25, 2023, which was declared

effective on September 18, 2023 (the “2023 Form S-3”).

Sales under the ATM Agreement and the 2023 Form S-3 were completed

in September 2025 upon the sale of an aggregate of $ 25.0 million of our common stock, representing the maximum amount permitted under

the 2023 Form S-3.

On August 22, 2025, we filed a registration statement on Form S-3 with the SEC on August 22, 2025, which was declared

effective on August 28, 2025 (the “2025 Form S-3”).

Following the effectiveness of the 2025 Form S-3, the issuance and sale

of additional shares of our common stock pursuant to the ATM Agreement have and will be made under the 2025 Form S-3, including the base

prospectus and the sales agreement prospectus contained therein (as each may be supplemented or amended), for so long as the 2025 Form

S-3 remains effective.

The 2025 Form S-3 permits the sale of up to $ 75 million of our common stock, preferred stock, or warrants, including an aggregate of up to $ 40 million pursuant to the ATM Agreement.

the year ended December 31, 2025, we sold 7,627,566 shares

of our common stock pursuant to the ATM Agreement, the 2023 Form S-3 and the 2025 Form S-3, generating gross proceeds of $ 41.7 million

before deducting commissions and fees.

Additionally, during the year ended December 31, 2025, we sold 2,500,000

shares of our common stock to certain institutional investors in a registered direct offering, generating gross

proceeds of $ 10.0

A Preferred Stock

December 18, 2012, we filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred

Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock.

The Certificate of

Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock

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

common stock, with the

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

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

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

outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr.

Fogassa since

December 18, 2012.

December 18, 2012, we filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

(the “Series A Preferred Stock”) to designate one share of a new series of preferred stock.

The Certificate of Designations,

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

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

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

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

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

The one outstanding share of our Series A Preferred Stock has been held

by our Chief Executive Officer and Chairman, Mr.

Fogassa since December 18, 2012.

Ended December 31, 2025, Transactions

January 9, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of

Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to

which we agreed to sell an aggregate of 675,000

shares of our common stock, to the Representative, at a public offering price of $ 6.00

per share (the “Offering Price”) in a firm commitment public offering (the “Offering”).

We also granted the

Representative a 45-day option to purchase up to 101,250

additional shares of our common stock upon the same terms and conditions for the purpose of covering any over-allotments in

connection with the Offering (the “Over-Allotment Option”).

On January 11, 2023, the Representative delivered its notice

to exercise the Over-Allotment Option in full.

shares of common stock were offered by us pursuant to a registration statement on Form S-1, as amended (File No.

filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”).

The consummation of the

Offering took place on January 12, 2023 (the “Closing”).

connection with the Closing, we issued to the Representative, and/or its permitted designees, as a portion of the underwriting

compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of common stock, equal to 5 % of the number

of shares of common stock sold in the Offering (excluding the Over-Allotment Option), at an exercise price of $ 7.50 , equal to 125 % of

the Offering Price (the “Representative’s Warrants”).

The Representative’s Warrants are exercisable for a period

of five years from the effective date of the Registration Statement, provided that they were subject to a mandatory lock-up for 180 days

from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).

Aggregate gross proceeds from the Offering were

the year ended December 31, 2025, the Company issued an aggregate of 10,953,759 shares of its common stock, as follows:

SUMMARY OF AGGREGATE COMMON STOCK SHARES ISSUED

Shares issued in connection with

stock-based compensation

Sales of common stock pursuant to the ATM Agreement

7,627,566 (*)

We previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement

entered into on January 19, 2023 (the “Acquisition Agreement”).

After a period of preliminary assessment, the counterparty to the agreement and us agreed to revise the

terms of the acquisition, following which we ultimately consummated the acquisition of only one mineral right totaling 45.77 hectares.

The mineral right is located in the municipalities of Araçuaí

and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

Our obligations under the Acquisition Agreement as revised were:

of $ 400,000 , which payment took place on January 19, 2023, and

of $ 750,000 worth of restricted shares of our common stock which took place on February 1, 2023.

January 30, 2023, we entered into a Securities Purchase Agreement (the

“Purchase Agreement”) with two investors (the “Investors”), pursuant to which we agreed to issue and sell to the

Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 restricted shares of our common stock (the “Shares”).

The purchase price for the Shares was $ 6.25 per share, for total gross proceeds of $ 4,000,000 .

The Private Placement transaction closed

on February 1, 2023.

November 29, 2023, we entered into two securities purchase agreements (the

“Purchase Agreements”), with certain accredited investors (the “Investors”) pursuant to which we agreed to sell

and issue 167,954

shares of our common stock, par value $ 0.001

per share (the “Registered Shares”)

to each Investor in a registered direct offering (the “Registered Offering”) at a purchase price of $ 29.77

for total gross proceeds of approximately

million after deducting offering expenses paid

The Registered Offering took place on December 6, 2023.

Additionally,

during the twelve months ended December 31, 2023, we sold an aggregate of 192,817 shares of our common stock to Triton Funds,

LP for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between Triton Funds, LP and us, dated February 26, 2021.

For a description

of the transactions contemplated under the CSPA, please refer to our Form 8-K filed with the Commission on March 2, 2021.

May 26, 2023, Mr.

Fogassa, our Chief Executive Officer and Chairman, elected

to convert 214,006

shares of Series D Convertible Preferred Stock, representing all of his outstanding shares of Series D Convertible Preferred Stock

at that time, into shares of common stock.

As a result, of such conversion, we issued Mr.

Fogassa 2,853,413

new shares of common stock.

July 18, 2023, we consummated a transaction with four investors, pursuant

to which we agreed to issue and sell to such investors an aggregate of 526,317 restricted

shares of our common stock in a Regulation S private placement.

The purchase price for the shares was $ 19.00 per

share, for total gross proceeds of $ 10,000,023 .

Sales of common stock pursuant to the Registered Direct Offering

shares of common stock were sold pursuant to the ATM Agreement for aggregate proceeds of $ 41.7

million, gross of commissions and fees.

Ended December 31, 2024, Transactions

the year ended December 31, 2024, we issued an

aggregate of 3,251,161 new shares of our common stock, including (i) 1,871,250 shares

the year ended December 31, 2024, we issued an aggregate of 3,251,161 new shares of our common stock, including (i) 1,871,250 shares

issued to Mitsui & Co.

(“Mitsui”) for gross proceeds of $ 30

million and net proceeds of $ 29.6 million pursuant

to a Securities Purchase Agreement dated as of March 28, 2024, (ii) 1,188,188 shares

issued to consultants, officers and directors upon vesting of restricted stock units, and (iii) 191,723 shares issued to investors in connection with the ATM Agreement.

(“Mitsui”) for gross proceeds of $ 30 million and net proceeds of $ 29.6 million pursuant to

a Securities Purchase Agreement dated as of March 28, 2024, (ii) 1,188,188 shares issued to consultants, officers and directors upon

vesting of restricted stock units, and (iii) 191,723 shares issued to investors in connection with the ATM Agreement.

Stock Incentive Plan

May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options,

stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based

cash awards, each of which may be granted separately or in tandem with other awards.

The number of shares of our common

stock issuable pursuant to Plan is 2,000,000

For a description of the 2023 Stock Incentive Plan, please refer to our Revised Definitive Information

Statement on Schedule 14C filed with the Commission on June 5, 2023.

May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock

appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards,

each of which may be granted separately or in tandem with other awards.

The number of shares of our common stock issuable pursuant to

Plan was 2,000,000

On May 28, 2025, the Board of Directors approved,

and our majority stockholders ratified and confirmed the amendment of the 2023 Stock Incentive Plan to increase the shares of common

stock reserved for issuance under the plan from 2,000,000 to 3,000,000 .

For a description of the 2023 Stock Incentive Plan, please refer to Exhibit 10.1.

Stock Options

the years ended December 31, 2025, and 2024, we granted options to purchase common stock to officers, consultants and directors.

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

options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL

90.41 % – 136.11 %

interest rate

price on date of grant

Expected volatility

Risk-free interest rate

on date of grant

Dividend yield

in common stock options for the years ended December 31, 2025, and 2024 were as follows:

4 unchanged sentences

Intrinsic Value

and vested, January 1, 2024

Outstanding and vested, January

Exercised (2)

and vested, December 31, 2024

Outstanding and vested, December 31, 2025

of Options Outstanding and Vested

2 unchanged sentences

Intrinsic Value

and vested, January 1, 2023

Outstanding and vested, January

Exercised (4)

and vested, December 31, 2023

Outstanding and vested, December 31, 2024

the year ended December 31, 2025, 439,996 common stock options were issued with a grant date fair value of $ 3,066,772 .

the year ended December 31, 2025, common stock option holders exercised a total 409,996 options at a weighted average exercise price

of $ 0,0075 to purchase 399,996 shares of our common stock.

The exercises were paid for with $ 2,999 in cash proceeds

As a result of the options exercised, we issued 399,996 shares of common stock.

of $ 0,0075 to purchase our common stock.

The exercises were paid for with $ 3,116 in cash proceeds to us.

As a result of the options

exercised, we issued 409,996 shares of common stock.

the year ended December 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,410,147.

1 unchanged sentence

of $ 0,0075 to purchase 399,996 shares of our common stock.

The exercises were paid for with (i) $ 281,134 in cash

proceeds to us and (ii) 542 options conceded in cashless exercises.

As a result of the options exercised, we issued

206,599 shares of common stock.

the year ended December 31, 2024, we recorded $ 13,410,147

in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss

during the year ended December 31, 2023).

D Convertible Preferred Stock Options

of and for the twelve months ended December 31, 2024, we had no Series

D Convertible Preferred Stock options outstanding and no shares of Series D Convertible Preferred Stock outstanding.

During the twelve

months ended December 31, 2023, we granted options to purchase Series D Convertible Preferred Stock to two of our

All Series D Convertible Preferred Stock options vested immediately at the grant date and were exercisable for a period of

ten years from the date of issuance.

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

SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS

interest rate

price on date of grant

in Series D Convertible Preferred Stock options for the years ended December 31, 2023:

SCHEDULE OF PREFERRED STOCK

of Options Outstanding and Vested

Average Exercise Price(a)

Intrinsic Value

and vested, January 1, 2023

Exercised (2)

and vested, December 31, 2023

the exercise price required to purchase one share of Series D Convertible Preferred Stock, which is convertible

into 13 and 1/3 shares of common stock at any time at the election of the holder.

the year ended December 31, 2023, 36,000 Series D Convertible Preferred Stock options were issued with a total grant date fair value of $ 2,507,766 ,

the year ended December 31, 2023, Series D Convertible Preferred Stock option holders exercised a total 108,000

options at an exercise price of $ 0.10

to purchase 108,000

shares of our Series D Convertible Preferred Stock.

The exercises were paid for with $ 10,800

in cash proceeds to us.

As a result of the Series D Convertible Preferred Stock options exercised, we issued 108,000

shares of Series D Convertible Preferred Stock.

The stockholders of the Series D Stock subsequently converted 108,000

shares of Series D Stock into 1,439,996

shares of common stock.

the twelve months ended December 31, 2024, we recorded $ nil

in stock-based compensation expense from Series D Convertible Preferred Stock options in the consolidated statements of operations

and comprehensive loss ($$ 2,507,766 ,

during the twelve months ended December 31, 2023).

The exercises were paid for with $ 2,999 in cash proceeds to us.

of the options exercised, we issued 399,996 shares of common stock.

the year ended December 31, 2025, we recorded $ 3,104,126 in stock-based compensation expense from common stock options in the consolidated

statements of operations and comprehensive loss ($ 13,410,147 during the year ended December 31, 2024).

Stock Purchase Warrants

1 unchanged sentence

to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity .

the year ended December 31, 2024, we did not issue common stock purchase

During the year ended December 31, 2023, we issued common stock purchase warrants to investors, finders and brokers in connection

with our equity financings.

All warrants vest within 180 days of issuance and are exercisable for a period of one to five years from the date of issuance.

The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

the year ended December 31, 2025, the Company issued

common stock purchase warrants to certain investors in connection with the Company’s equity financings.

The common stock purchase

warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

SCHEDULE OF WARRANT ASSUMPTION

interest rate

price on date of grant

Expected volatility

Risk-free interest rate

on date of grant

Dividend yield

Expected term

in common stock purchase warrants for the years ended December 31, 2025, and 2024 were as follows:

SCHEDULE OF WARRANT ACTIVITY

OF WARRANT ACTIVITY

of Options Outstanding and Vested

Average Exercise Price

Remaining Contractual Life (Years)

Contractual Life (Years)

Intrinsic Value

1 unchanged sentence

Exercised (1)

Warrants Forfeited

Warrants Cancelled (2)

Outstanding and vested,

December 31, 2025

of Options Outstanding and Vested

Average Exercise Price

Average Contractual Life (Years)

Contractual Life (Years)

Intrinsic Value

and vested, January 1, 2023

exercised (4)

and vested, December 31, 2023

the twelve months ended December 31, 2024, warrant holders exercised a total 6,667

warrants to purchase 1,376

shares of our common stock.

The warrant exercises were executed with an exercise price of $ 7.50

per share and were paid for with 5,291

warrants conceded in cashless exercises.

As a result of the warrants exercised, we issued an aggregate of 1,376

common shares.

the twelve months ended December 31, 2024, 32,426

warrants were canceled and expired.

warrants issued in the twelve months ended December 31, 2023, had a total grant date fair value of $ 2,158,116 .

the year ended December 31, 2023, warrant holders exercised a total 507,444 warrants to purchase 446,948

shares of our common stock.

The warrant exercises were executed with exercise prices ranging between $ 5.1085 and

$ 15.00 per share and were paid for with (i) $ 1,774,608 in cash proceeds to us and (ii) 60,496 warrants conceded in cashless

As a result of the warrants exercised, we issued 446,948 shares of common stock.

stock units (“RSUs”) are granted by us to our officers, consultants and directors of the Company

as a form of stock-based compensation.

The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting

conditions as tailored to each recipient.

Outstanding and vested, January 1, 2024

Warrants Issued

Warrants Exercised (3)

Warrants Expired (4)

Warrants Forfeited

Warrants Cancelled (4)

Outstanding and vested, December 31, 2024

the twelve months ended December 31, 2025, warrant holders exercised a total nil warrants to purchase nill shares of our common

the twelve months ended December 31, 2025, 16,668 warrants expired.

the twelve months ended December 31, 2024, warrant holders exercised a total 6,667 warrants to purchase 1,376 shares of our common

The warrant exercises were executed with an exercise price of $ 7.50 per share and were paid for with 5,291 warrants conceded

in cashless exercises.

As a result of the warrants exercised, we issued an aggregate of 1,376 common shares.

the twelve months ended December 31, 2024, 32,426 warrants were canceled and expired.

stock units (“RSUs”) are granted by us to our officers, consultants and directors of the Company as a form of stock-based

compensation.

The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as

tailored to each recipient.

Each RSU represents the right to receive one share of our common stock immediately upon vesting.

in RSUs for the years ended December 31, 2024, and December 31, 2023 were as

in RSUs for the years ended December 31, 2025, and December 31, 2024 were as follows:

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS

RSUs Outstanding

at January 1, 2025

Forfeited (3)

Cancelled (4)

Outstanding at December 31, 2025

Outstanding and Vested

and vested, January 1, 2024

Outstanding January 1, 2024

Forfeited (3)

Cancelled (4)

and vested, December 31, 2024

In the twelve months ended

December 31, 2024, 714,032 RSUs were granted to our officers and consultants , with a total grant date fair value of $ 7,505,400

as measured at $ 10.51 /share, as follows:

(i) 390,997 RSUs which immediately vested upon grant;

(ii) 87,326 RSUs with time-based vesting

over periods ranging from six months to four years ;

(iii) 65,000 RSUs which vest upon achieving certain price per share of our common stock ranging between $ 13.50 and $ 65.00 and (iv) 170,799 RSUs which vest upon achieving certain performance milestones

at our Neves Project

In the twelve months ended

December 31, 2024, 749,864 RSUs vested and were settled through the issuance of 749,864 shares of common stock.

In the twelve months ended

December 31, 2024, 371,709 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants.

In the twelve months ended

December 31, 2024, 60,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met.

the year ended December 31, 2024, we recorded $ 10,500,496 in stock-based compensation expense from our RSU

activity in the period ($ 9,926,951

Outstanding December 31, 2024

the twelve months ended December 31, 2025, 55,750

RSUs were granted to our officers and consultants, with a total grant date fair value of $ 287,008

as measured at $ 5.15 /share,

RSUs which immediately vested upon grant and (ii) 50,000

RSUs with time-based vesting over periods ranging from 1 one to four

In the twelve months ended December 31, 2024, 714,032 RSUs

were granted to our officers and consultants , with a total grant date fair value of $ 7,505,400 as

measured at $ 10.51 /share,

(i) 390,997 RSUs

which immediately vested upon grant;

(ii) 87,326 RSUs

with time-based vesting over periods ranging from six

months to four

(iii) 65,000 RSUs

which vest upon achieving certain price per share of our common stock ranging between $ 13.50 and

(iv) 170,799 RSUs

which vest upon achieving certain performance milestones at our Neves Project

the twelve months ended December 31, 2025, 82,000

RSUs vested and were settled through the issuance of

82,000 shares of common stock.

In the twelve months ended December 31, 2024, 749,864

RSUs vested and were settled through the issuance of 749,864

shares of common stock.

the twelve months ended December 31, 2025, 13,750 RSUs ( 371,709

RSUs in 2024) were forfeited upon termination of employment and service agreements with former executives and

the twelve months ended December 31, 2025, 338,476

RSUs ( 60,000 RSUs in 2024) were cancelled without vesting because the performance conditions for vesting were not

the year ended December 31, 2025, we recorded $ 3,608,375

stock-based compensation expense from our RSU activity in the

period ($ 10,500,496

during the year ended December 31, 2024).

As of December 31, 2024, there were 572,476 RSUs

outstanding including rights to receive 22,000 shares

of common stock as a result of RSU vesting (December 31, 2023:

1,167,652 RSUs

outstanding including rights to receive 115,653 shares

of common stock as a result of RSU vesting).

As of December 31,

2025, there were 197,000

RSUs outstanding (December 31, 2024:

RSUs outstanding).

stock incentives measured at fair value through profit or loss

of December 31, 2024, we had certain other outstanding obligations to issue shares of our common stock in case some markets

conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative

liabilities’ section above.

These were designated as liability-classified awards and are measured at fair value through profit

As of December 31, 2024, we recognized a $ 121,512 derivative

liability and would have been obligated to issue 160,145 shares

of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2023:

of December 31, 2025, we had certain other outstanding obligations to issue shares of our common stock in case some markets conditions

are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section

These were designated as liability-classified awards and are measured at fair value through profit or loss.

As of December 31,

2025, we recognized a $ 15,072 derivative liability and would have been obligated to issue 265,685 shares of common stock pursuant to

these other stock incentives had the conditions of such stock incentives been met (December 31, 2024:

recognized a $ 121,512 derivative

liability relating to 127,535 shares

of our common stock that we would have been obligated to issue had the conditions of the stock incentives been

liability relating to 160,145 shares of our common stock that we would have been obligated to issue had the conditions of the stock incentives

6 – COMMITMENTS AND CONTINGENCIES

following table summarizes certain of Atlas’s contractual obligations on December 31, 2024 (in thousands):

following table summarizes certain of Atlas’s contractual obligations on December 31, 2025:

SCHEDULE OF CONTRACTUAL OBLIGATIONS

processing plant construction (1)

Lithium processing plant construction

processing plant construction is related to agreements with suppliers contracted for the construction of the processing plant, with

3 unchanged sentences

related party transactions are recorded at the exchange amount transacted as agreed between us and the related party.

related party transactions have been reviewed and approved by the board of directors.

Our related parties include:

All the related

party transactions have been reviewed and approved by the board of directors.

related parties include:

SCHEDULE OF RELATED PARTIES

Rowley was a senior advisor to us;

his service terminated on August 16, 2024.

In 2023, we entered into a Convertible Note Purchase Agreement

with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors.

Martin Rowley is the father

of Nicholas Rowley, a former officer.

Investments Pty Ltd

Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

International DMCC

International DMCC is a corporation in which Nicholas Rowley and Brian Talbot, a former officer and director, are controlling

shareholders.

Mitsui & Co., Ltd.

is a non-controlling shareholder of the Company.

Services Agreement

July 2023, we entered into a technical service agreement (“Technical

Services Agreement”) with RTEK pursuant to which RTEK agreed to provide us certain mining engineering, planning and business development

Nicholas Rowley and Brian Talbot are the founders and principals of RTEK.

On March 31, 2024, the Technical Services

Agreement was amended and restated (the “Amended and Restated RTEK Agreement”) to reflect that part of the compensation originally

scheduled to be paid to RTEK was allocated as compensation for Mr.

Talbot in connection with his appointment as director and officer.

Under the terms of the Amended and Restated RTEK Agreement, we issued RTEK RSUs for (i) 75,000 (seventy-five thousand)

fully paid shares of our common stock vesting on the successful completion of certain performance criteria outlined in the Amended and

Restated R-TEK Agreement;

RSUs for 100,000 (one hundred thousand) fully paid shares of our common stock vesting upon completion of other

identified performance criteria;

and RSUs for 100,000 (one hundred thousand) fully paid shares of our common stock vesting upon on the

delivery of a working plant as defined in the Amended and Restated RTEK Agreement.

Any unvested RSUs shall immediately vest in the event

of a Change in Control (as defined in our 2023 Equity Incentive Plan).

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

in order to, among other things:

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

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

(ii) form an operations committee tasked with ensuring progress

toward our goals under such agreement;

and (iii) issue to RTEK additional RSUs with aggregate value of up to $5.0 million,

subject to RTEK’s achievement of certain milestones and performance criteria.

Note Purchase Agreement

November 2023, we entered into a Convertible Note Purchase Agreement with Mr.

Martin Rowley relating to the issuance to Mr.

Rowley along with other investors, of convertible promissory notes with an aggregate total principal amount of

million, accruing interest at a rate of 6.5 %

Pursuant to the Convertible Note Purchase Agreement, Mr.

Martin Rowley, through Jaeger, purchased an aggregate of $ 1,967,503.0

of the Notes.

The Notes will mature in November 2026.

March 28, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mitsui through which it

sold and issued an aggregate of 1,871,250 shares

of our common stock in a registered direct offering (the “Mitsui Registered Offering”) at a purchase price of $ 16.0321 per

The Purchase Agreement contains customary representations and warranties, covenants and indemnification rights and

obligations of the Investor and us.

The closing occurred on April 4, 2024.

The gross proceeds from the Mitsui Registered Offering

were $ 30.0 million

before deducting related offering expenses.

connection with the closing of the Mitsui Registered Offering, our subsidiary Atlas Brazil and Mitsui entered into an Offtake and

Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase and

take delivery of, (i)

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

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

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

related parties outstanding amounts and expenses at the year ending December 31, 2024, and 2023 are shown below:

SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES

Payable / Debt

International DMCC

Investments Pty Ltd.

the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas

Lithium and its subsidiaries and among the subsidiaries.

Atlas Critical Minerals Corporation

On December 18, 2024, we entered into an Option

Agreement with Atlas Critical Minerals (the “Option Agreement”), pursuant to which we sold to Atlas Critical Minerals an

option (the “Option”) to acquire 100 %

of the equity interests of Brazil Minerals Resources Corporation, a wholly owned subsidiary of us.

As consideration for the Option,

Atlas Critical Minerals will issue to us 797,957

shares of our common stock, representing $ 500,000

divided by a value per share of $ 0.6266 .

For more information, see “ Item 2.

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

Fogassa as contractual compensation options to purchase an aggregate

of 210,000 shares of its common stock.

The options issued in 2024 were valued at $ 41,938 in total based on the Black-Scholes option pricing

model with the following average assumptions:

Atlas Critical Minerals’ stock price on date of grant $ 0.74 to $ 1.00 , a strike price

of $ 0.01 to $ 1.00 , illiquidity discount of 75 % , expected dividend yield of 0 % , annualized volatility of 241 % to 312 % , risk-free interest

rate of 3.88 % to 4.64 % , and an expected term of five to ten years .

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

Fogassa for its Chief Executive Officer position, effective

on July 1, 2024.

Per agreement, Mr.

Fogassa is entitled to receive monthly compensation of $ 25,000 to be paid in cash or in shares of

Atlas Critical Minerals’ common stock and an annual incentive compensation equivalent to 4% of Atlas Critical Minerals’ outstanding

common stock count as of January 1.

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

In connection

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

Menck was entitled to receive a monthly fee of $ 15,000 and was granted

50,000 time-based restricted stock units which shall vest in increments of 25% annually over a period of four years from the date of

the years ended December 31, 2024, and 2023 Atlas Critical Minerals did not issue any warrants.

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

Fogassa as contractual compensation options to purchase an aggregate

of 210,000 shares of its common stock.

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

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

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

average assumptions:

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

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

of five to ten years .

the year ended December 31, 2023, Atlas Critical Minerals granted options to purchase an aggregate of 420,000

shares of its common stock to Mr.

Fogassa at prices ranging between $ 0.01

The options were valued at $ 115,038

and recorded as stock-based compensation.

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

average assumptions:

our stock price on the date of the grant ($ 0.65

an illiquidity discount of 75 %,

expected dividend yield of 0 %,

historical volatility calculated between 268 %

risk-free interest rate between a range of 3.42 %

and an expected term between 5

During the year ended December 31, 2023, Mr.

Fogassa exercised a total 1,115,000

options at a $ 0.98

weighted average exercise price.

These exercises were paid for with 386,420

options conceded in cashless exercises.

As a result of the options exercised, Atlas Critical Minerals issued 728,580

shares of its common stock to Mr.

As of December 31, 2024, there were no Atlas

Critical Minerals common stock options outstanding held by related parties.

of December 31, 2023, an aggregate 1,210,000 Atlas

Critical Minerals common stock options granted to Mr.

Fogassa were outstanding with a weighted average life of 8.22 years

at an average exercise price of $ 0.043 and

an aggregated intrinsic value of $ 1,041,300 .

2023, we acquired 320,700

shares of Atlas Critical

Minerals’ common stock at $ 1.00

per share in satisfaction

of existing debt , with all such debt satisfied in 2023.

Resources Corporation

During the year ended December 31, 2024, Apollo Resources

Corporation (“Apollo Resources”) granted Mr.

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

shares of its common stock.

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

The options issued in 2024

were valued at $ 134,407 in total.

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

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

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

the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to

Fogassa at a price of $ 0.01 per share.

The options were valued at $ 197,805 and recorded as stock-based compensation.

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

our stock price on the

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

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

As of December

31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an

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

2023, we purchased 527,750 shares

of Apollo Resource Corporation common stock at $ 5.98 per

We made no such purchases in 2024.

related party transactions are recorded at the exchange amount transacted as agreed between us and the related party.

related party transactions have been reviewed and approved by the board of directors.

For management compensation details, please refer

Executive Compensation.

of Atlas Critical Minerals Corporation and Apollo Resources Corporation

November 6, 2024, Atlas Critical Minerals and Apollo Resources entered into an Agreement and Plan of Merger (the “Merger Agreement”),

which provided for, among other things, the merger of Apollo Resources with and into Atlas Critical Minerals (the “Merger”),

with Atlas Critical Minerals continuing its corporate existence as the surviving corporation.

Prior to the Merger, Apollo Resources was

a subsidiary of Atlas Lithium.

November 19, 2024, following satisfaction and/or waiver of the closing conditions in the Merger Agreement, including approval of the

transactions contemplated under the Merger Agreement by the requisite vote of the shareholders of Atlas Critical Minerals and Apollo

Resources, respectively, the Merger was consummated and Apollo Resources merged with and into Atlas Critical Minerals.

connection with the consummation of the Merger, each share of outstanding Apollo Resources securities was cancelled and converted into

6.62 shares of Atlas Critical Minerals’ common stock.

Immediately following the Merger, the holders of outstanding Apollo Resources

securities owned approximately 59.40% of Atlas Critical Minerals’ outstanding securities.

Our Chief Executive Officer and Chairman, Mr.

Fogassa, who is also the Chief Executive Officer

and Chairman of Atlas Critical Minerals, holds 32.7% of Atlas Critical Minerals’ outstanding equity

interest following the Merger.

the Merger, Atlas Critical Minerals’ wholly owned subsidiaries now include Mineração Apollo Ltda (“MAL”),

Mineração Duas Barras Ltda (“MDB”) and RST Recursos Minerais Ltda (“RST”).

the course of preparing condensed consolidated financial statements, we eliminate the effects of various transactions conducted between

Atlas Lithium and its subsidiaries and among the subsidiaries.

March 28, 2024, the Company entered into a Securities Purchase Agreement with Mitsui, pursuant to which the Company agreed to issue and

sell to Mitsui, and Mitsui agreed to purchase from the Company shares of the Company's common stock for an aggregate subscription amount

of $ 30 million at a per share purchase price of $ 16.0321 .

The transaction closed in connection with a registered offering under the Company's

registration statement on Form S-3 (No.

333-274223) (the “Mitsui Registered Offering”).

March 28, 2024, in connection with the closing of the Mitsui Registered Offering, the Company entered into an Investor Rights Agreement

with Mitsui (the “Investor Rights Agreement”).

The Investor Rights Agreement provides Mitsui with certain rights, including

without limitation anti-dilution rights to maintain its proportionate ownership percentage in future issuances of the Company's common

stock or equity-linked securities (subject to certain exceptions), visitation rights to the Company's properties, information and access

rights including quarterly management presentations and meetings with the Company's senior management, and provisions regarding the Company's

dividend policy.

The Investor Rights Agreement automatically terminates upon certain events including if Mitsui's beneficial ownership

falls below 5% of the Company's outstanding shares or upon the occurrence of a material transaction as defined in the Investor Rights

March 27, 2024, in connection with the closing of the Mitsui Registered Offering, our subsidiary Atlas Brazil and Mitsui entered into

an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase

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

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

for each year, up to a total of three hundred thousand (300,000) dry metric tons.

Critical Minerals Corporation

During the year ended December 31, 2025, Atlas Critical

Minerals was party to the following stock-based compensation transactions with related parties of the Company:

Pursuant to the amended and

restated employment agreement between Atlas Critical Minerals and Mr.

Fogassa, dated June 26, 2024, Atlas Critical Minerals issued 113,782 shares

of its common stock to Mr.

Fogassa during the year ended December 31, 2025 representing 4 % of Atlas Critical Mineral’s total outstanding

common stock as of January 1, 2025.

Critical Minerals issued 38,767 restricted stock units and shares of common stock (not including the shares mentioned in the

above paragraph) of Atlas Critical Minerals to officers and directors of the Company at a weighted average price of

$ 0.83 per share in settlement of $ 466,016 in salaries and fees owed to such officers and directors due to their

services provided to Atlas Critical Minerals.

8 – RISKS AND UNCERTAINTIES

We operate primarily in Brazil which exposes it to currency risks.

Our business activities may generate intercompany

receivables or payables that are in a currency other than the functional currency of the entity.

Changes in exchange rates from the time

the activity occurs to the time payments are made may result in us receiving either more or less in local currency than the local currency

equivalent at the time of the original activity.

Our consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between

the applicable foreign currency and the U.S.

operate primarily in Brazil which exposes it to currency risks.

Our business activities may generate intercompany receivables or payables

that are in a currency other than the functional currency of the entity.

Changes in exchange rates from the time the activity occurs

to the time payments are made may result in us receiving either more or less in local currency than the local currency equivalent at

the time of the original activity.

consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between the applicable foreign

currency and the U.S.

dollar affect the translation of each foreign subsidiary’s financial results into U.S.

dollars for purposes of reporting in the consolidated financial statements.

Our foreign subsidiaries translate their financial results

from the local currency into U.S.

dollars for purposes

of reporting in the consolidated financial statements.

Our foreign subsidiaries translate their financial results from the local currency

dollars in the following manner:

(a) income statement accounts are translated at average exchange rates

for the period;

(b) balance sheet asset and liability accounts are translated at end of period exchange rates;

and (c) equity accounts

are translated at historical exchange rates.

Translation in this manner affects the shareholders’ equity account referred to as

the foreign currency translation adjustment account.

(a) income statement accounts are translated at average exchange rates for the period;

balance sheet asset and liability accounts are translated at end of period exchange rates;

and (c) equity accounts are translated at

historical exchange rates.

Translation in this manner affects the shareholders’ equity account referred to as the foreign currency

translation adjustment account.

This account exists only in the foreign subsidiaries’ U.S.

dollar balance sheets

and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

dollar balance sheets and is necessary

to keep the foreign subsidiaries’ balance sheets in agreement.

9 - SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to December

31, 2024 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent

events to disclose in these consolidated financial statements.

accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to December 31, 2025 to the date these

consolidated financial statements were issued, and have determined that we do not have any material subsequent events to disclose in

these consolidated financial statements.

and Restated Articles of Incorporation of the Company dated May 25, 2023.

16 unchanged sentences

on November 8, 2023.

Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the

Commission on June 2, 2023.#

of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022.

of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit

10.5 to the Form S-1 filed with the Commission on January 28, 2022.

2023 Stock Incentive Plan, as amended on May 28, 2025 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 15, 2025)

and Restated Employment Agreement Between Marc Fogassa and the Company.

4 unchanged sentences

Amendment to Employment Agreement dated September 5, 2024, by and between the Company and Igor Tkachenko.

Executive Employment Agreement dated July 23, 2024, by and between the Company and Tiago Moreira de Miranda.

Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on August 9, 2024.#

Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed with the Commission on March 14, 2025.

Employment Agreement dated July 23, 2024, by and between the Company and Tiago Moreira de Miranda.

Incorporated by reference to Exhibit

10.1 to the Form 10-Q filed with the Commission on August 9, 2024.#

and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd..

2 unchanged sentences

by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023.

Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023.

Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023.

Investor Rights Agreement dated March 27, 2024 by and between the Company and Mitsui & Co.

Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on April 1, 2024.

Offtake and Sales Agreement by and between Atlas Litio Brasil Ltda and Mitsui & Co., Ltd.

Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

Incorporated by reference to Exhibit 10.1

to the Form 8-K filed with the Commission on May 2, 2023.

Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

Incorporated by reference to Exhibit

10.2 to the Form 8-K filed with the Commission on May 2, 2023.

Rights Agreement dated March 27, 2024 by and between the Company and Mitsui & Co.

Incorporated by reference to Exhibit

10.2 to the Form 8-K filed with the Commission on April 1, 2024.

and Sales Agreement by and between Atlas Litio Brasil Ltda and Mitsui & Co., Ltd.

dated March 27, 2024.

Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on April 1, 2024.

Amended and Restated Technical Services Agreement dated August 15, 2024, by and between the Company and RTEK International DMCC.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 22, 2024.

At the Market Offering Agreement dated November 22, 2024, by and between the Company and H.C.

Incorporated by reference

to Exhibit 10.3 to the Form 8-K filed with the Commission on April 1, 2024.

the Market Offering Agreement dated November 22, 2024, by and between the Company and H.C.

Wainwright & Co., LLC.

Incorporated by reference to Exhibit 1.1 to the Form 8-K filed with the Commission on November 22, 2024.

by reference to Exhibit 1.1 to the Form 8-K filed with the Commission on November 22, 2024.

Securities Purchase Agreement, Dated December 5, 2025, by and between Atlas Lithium Corporation and the purchasers

identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December

Insider Trading Policy of the Company, dated December 21, 2023.

Subsidiaries of the Company.*

Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Commission on March 14, 2025.

of the Company.*

of Independent Registered Public Accounting Firm.*

14 unchanged sentences

10-K filed with the Commission on March 27, 2024.

Data files pursuant to Rule 405 of Regulation S-T.

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because we customarily and actually treat the redacted information as private

or confidential and the omitted information is not material.

We agree to furnish on a supplemental basis an unredacted copy of the exhibit

and our materiality and privacy or confidentiality analysis to the Securities and Exchange Commission upon its request.

management contract or compensatory plan

Interactive Data files

pursuant to Rule 405 of Regulation S-T.