Atlas Lithium Corp

Mineral · Name · Location in Brazil · Aggregate Mineral Rights Area

Lithium · Minas Gerais Lithium Project · State of Minas Gerais · 468 km2

Lithium · Other Brazil Lithium Project · States of Paraíba, Rio Grande do Norte, and Tocantins · 71 km2

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 km2

Copper · Copper Properties · States of Bahia and Piauí · 251 km2

Rare Earths · Rare Earths Properties · States of Bahia, Goiás, and Tocantins · 121 km2

Titanium · Titanium Properties · State of Minas Gerais · 69 km2

Graphite · Graphite Properties · State of Minas Gerais · 39 km2

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.

• Labor disruptions and a rise in labor costs could impact our business, financial condition and results of operations.
• We are subject to the effects of changing prices.
• Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.
• We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth and could result in the failure of our business.
• Our quarterly and annual revenue, operating results and financial results are likely to fluctuate significantly in future periods.
• Our ability to manage growth will have an impact on our business, financial condition and results of operations.
• Our operations and projects are subject to a range of transitional and physical risks related to climate change.
• Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.
• We are vulnerable to concentration risks because our operations are currently exclusive to Brazil.
• We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration.
• We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.
• Our growth will require new personnel, which we will be required to recruit, hire, train and retain.
• A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements.
• Certain officers and directors may be in a position of conflict of interest.
• We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations.
• Our Reliance on Third-Party Consultants and Contractors Has and Could Continue to Adversely Affect Our Operations, Cost Structure, and Competitive Position
• Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.
• We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant.
• The mining industry subjects us to several risks.
• Our operations and mineral projects are subject to significant government regulations, including extensive environmental laws and regulations.
• We are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly, time-consuming and subject to the interference of third parties.
• Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
• Mining operations face substantial health and safety regulations.
• Mineral prices are subject to unpredictable fluctuations.
• The development of non-lithium battery technologies could adversely affect us.
• The growth potential of lithium markets is uncertain.
• Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally.
• We are dependent on the continued recognition of and validity of the title to our mineral rights, and preserving title may be costly.
• Changes in public policies and legislative initiatives could materially affect our business and prospects.
• Substantially all of our assets are located in Brazil and substantially all of our revenues will be derived from our operations in such country. Accordingly, our results of operations will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in Brazil.
• Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals.
• The perception of Brazil by the international community may affect us.
• Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.
• Our stock price may be volatile, and you could lose all or part of your investment.
• We do not intend to pay regular future dividends on our common stock and thus stockholders must look for appreciation of our common stock to realize a gain on their investments.
• We will seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute your ownership.
• Our Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman, and as a result, he has substantial influence over our company and his interests may not be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their securities.
• We are deemed a “controlled company” under the rules of Nasdaq and therefore qualify for exemptions from certain governance requirements under the rules of the Nasdaq.
• Sales of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.
• The costs of operating as a public company are significant, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
• Our internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on our business and share price.
• Risks Related to World Events
• Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations.
• Natural disasters may adversely affect our business.
• An escalation of the war in Ukraine and conflicts in the Middle East, coupled with the international policy of the new U.S. presidential administration or the emergence of conflict elsewhere may adversely affect our business.