Item 2. Properties
Item
2. Properties.
Lithium
Projects
Our
lithium projects are listed in the following table.
Mineral
Name
Location
in Brazil
Aggregate
Mineral Rights Area
Lithium
Minas
Gerais Lithium Project
State
of Minas Gerais
468
km 2
Lithium
Other
Brazil Lithium Project
States
of Paraíba, Rio Grande do Norte, and Tocantins
71
km 2
For
additional information about our lithium projects, please see “ Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operation—Overview. ”
Other
Critical Minerals
Our
other critical minerals properties are listed in the following table.
Mineral(s)
Name
Location
in Brazil
Aggregate
Mineral Rights Area
Nickel
Nickel
Properties
States
of Goiás and Piauí
449
km 2
Copper
Copper
Properties
States
of Bahia and Piauí
251
km 2
Rare
Earths
Rare
Earths Properties
States
of Bahia, Goiás, and Tocantins
121
km 2
Titanium
Titanium
Properties
State
of Minas Gerais
69
km 2
Graphite
Graphite
Properties
State
of Minas Gerais
39
km 2
All
the critical mineral properties are held by our wholly owned subsidiary Brazil Minerals Resources Corporation (“BMR”).
On
December 19, 2024, we entered into an Option Agreement (the “Option Agreement”) with Atlas Critical Minerals, pursuant to
which we sold to Atlas Critical Minerals an option to buy 100% of our equity interests in BMR (the “Option”). As consideration
for the Option, Atlas Critical Minerals will issue to us 797,957 shares of its common stock, representing $500,000 divided by a value
per share of $0.6266.
The
Option is exercisable within 12 months of Atlas Critical Minerals’ filing of a Form F-1 with the SEC, which took place on September 15, 2025. If the Option is exercised, we and Atlas Critical Minerals shall enter into a definitive
purchase agreement for the purchase of BMR pursuant to which Atlas Critical Minerals shall pay us total consideration of $8,000,000,
which at our discretion shall be in the form of cash, shares of Atlas Critical Minerals’ common stock, or a combination of
cash and shares. If Atlas Critical Minerals exercises the Option, in addition to the $8,000,000 consideration, we shall be entitled
to a perpetual royalty of one point five percent (1.5%) of the revenues resulting from the mineral rights owned by BMR as of the
date of the Option Agreement.
Item
3. Legal Proceedings.
We
are not a party to any material legal proceedings.
Item
4. Mine Safety Disclosures.
Not
applicable.
23
Table of Contents
PART
II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.