美國
證券交易委員會 及交易所
華盛頓，D.C. 20549
表單
（馬克 一）
| 按照1934年證券交易所法案第13或15(d)條的規定，季度報告。 |
截至年度季度結束
| 轉換 根據1934年證券交易法第13或15(d)條的報告。 |
過渡期為從____________到____________
委員會
檔案編號
(根據公司章程所述的註冊人的正確名稱)
| （州或其他管轄區 | (國稅局 雇主 | |
| 註冊或組織） | 識別號碼） |
(主要執行辦事處地址，包括郵遞區號)
（申報人的電話號碼，包括區號）
根據該法案第12(b)條註冊的證券
| 每個類別的標題 | 交易標誌 | 在哪個交易所上市的名字 | ||
| 該
|
根據本法案第12(g)條規定登記的證券：沒有
請用核對符號表示，發行人（1）在過去12個月內已根據1934年證券交易法第13條或15（d）條的要求提交了所有應提交的報告（或者對於發行人必須提交此類報告的較短期間），（2）在過去90天中接受了這些報告要求。
請勾選標記，以指示登記者是否已在過去12個月內（或登記者需要提交並發貼此類文件的更短期間內）根據規則405條及相關規定的電子數據文件。
標示 以勾選標記註明登記者是否為大幅促成申報人、促成申報人、非促成申報人、較小報告公司或新興成長企業。請參閱《交易所法》第120億2條中「大幅促成申報人」、「促成申報人」、「較小報告公司」和「新興成長企業」的定義。
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
若屬新興成長公司，則請在適用於依據第13(a)款擬定的任何新或修訂財務會計準則時，打勾表示註冊人已選擇不使用過度過渡期遵守該準則。 ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
截至2024年10月31日，註冊公司的普通股尚未解決的 股份.
DOCUMENTS INCORPORATED BY REFERENCE: None.
目錄
| 頁 | ||
| 關於前瞻性陳述的注意事項 | 3 | |
| 第I部分 - 財務資訊 | 4 | |
| 項目 1。 | 基本報表 | 4 |
| 截至2024年9月30日的總體資產負債表（未經審核）和2023年12月31日。 | 4 | |
| 2024年及2023年截至9月30日的綜合營運及全面虧損簡明報表（三個月及九個月）（未經審核） | 5 | |
| 截至2024年9月30日及2023年的三個月和九個月的總體股東權益變動簡明綜述（未經審核）。 | 6 | |
| 截至2024年9月30日和2023年的九個月現金流量總表（未經審核）。 | 8 | |
| 基本報表註解（未經核數） | 9 | |
| 項目 2。 | 管理層對財務狀況和營運結果的討論和分析。 | 25 |
| 項目 3. | 市場風險的定量和定性披露。 | 29 |
| 項目 4. | 控制項和程序。 | 29 |
| 第二部分 - 其他信息 | 30 | |
| 項目 1. | 法律訴訟 | 30 |
| 項目 1A | 風險因素 | 30 |
| 項目 2. | 未註冊的股票銷售和收益使用 | 30 |
| 項目 3. | 債券不履行標準 | 30 |
| 項目 4. | 礦山安全披露 | 30 |
| 項目 5. | 其他資訊 | 30 |
| 項目 6. | 展品 | 31 |
| 簽名 | 32 | |
| 2 |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; changes in the market prices of lithium and lithium products and demand for such products; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to permitting, royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, litigation, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions.
The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the Securities and Exchange Commission (the “SEC”). Additional information regarding risk factors that may affect us is included in our Annual Report on Form 10-K for fiscal year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on March 27, 2024. The risk factors contained in our 2023 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC.
You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
| 3 |
PART I - FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
ATLAS LITHIUM CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September 30, 2024 and December 31, 2023
| September 30, 2024 | December 31, 2023 | |||||||
(As restated) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Taxes recoverable | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets - operating leases, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Derivative liabilities | ||||||||
| Convertible Debt | ||||||||
| Operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Convertible Debt | ||||||||
| Operating lease liabilities | ||||||||
| Deferred other income | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Series A preferred stock, $ par value. share authorized; share issued and outstanding as of September 30, 2024 and December 31, 2023 | ||||||||
| Common stock, $ par value. and shares authorized as of September 30, 2024 and December 31, 2023, respectively; and shares issued and outstanding as of September, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Atlas Lithium Co. stockholders’ equity | ||||||||
| Non-controlling interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 4 |
ATLAS LITHIUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
For the Three and Nine Months Ended September 30, 2024 and 2023
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Exploration | ||||||||||||||||
| Other operating expenses | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses (income) | ||||||||||||||||
| Other expenses (income) | ||||||||||||||||
| Fair value adjustments, net | ( | ) | ( | ) | ||||||||||||
| Finance costs (income) | ( | ) | ||||||||||||||
| Total other expenses (income) | ( | ) | ( | ) | ||||||||||||
| Gain / (Loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net gain / (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain / (Loss) attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net gain / (loss) attributable to Atlas Lithium Corporation stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted gain / (loss) per share | ||||||||||||||||
| Basic and diluted net gain / (loss) per share attributable to Atlas Lithium Corporation common stockholders | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net gain / (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive gain / (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive gain / (loss) attributable to Atlas Lithium Corporation stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| 5 |
ATLAS LITHIUM CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
For the Three Months Ended September 30, 2024 and 2023
| Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Loss | Deficit | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | | |||||||||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with purchase of mining rights | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of Convertible Preferred D stock into Common Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Loss | Deficit | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||
| 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 | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of option issued | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 6 |
For the Nine Months Ended September 30, 2024 and 2023
| Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Loss | Deficit | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 (as restated) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with purchase of mining rights | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of Convertible Preferred D stock into Common Stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Loss | Deficit | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 (As restated) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| 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 | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | - | - | - | - | - | - | - | - | 429,437 | (429,437 | ) | - | ||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 7 |
ATLAS LITHIUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 2024 and 2023
| Nine months ended September 30 | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Stock based compensation and services | ||||||||
| Depreciation and amortization | ||||||||
| Interest expense | ||||||||
| Fair value adjustments | ( | ) | ||||||
| Other non cash expenses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Taxes recoverable | ||||||||
| Deposits and advances | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Consideration from royalty sold | ||||||||
| Other noncurrent assets and liabilities | ( | ) | ( | ) | ||||
| Net cash provided (used) by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Acquisition of capital assets | ( | ) | ( | ) | ||||
| Capitalized exploration costs | ( | ) | ||||||
| Increase in intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from sale of common stock | ||||||||
| Proceeds from sale of subsidiary common stock to noncontrolling interests | ||||||||
| Cash used in payment of debt | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 8 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium,” the “Company,” the “Registrant,” “we,” “us,” or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil.
Basis of Presentation and Principles of Consolidation
The
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and are expressed in United States dollars. For the period ended September 30, 2024, the consolidated
financial statements include the accounts of the Company; its
All material intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Restatement of Previously Issued Financial Statements
As previously reported on Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on November 8, 2024 (the “Amended Annual Report”), we have restated our previously reported financial statements for the two fiscal years ending December 31, 2023 in connection with certain errors relating to the presentation, timing, omission and classification of certain items in the previously reported financial statements. In addition, as also reported on Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the three months ended March 31, 2024, filed with the SEC on November 8, 2024 (the “Amended First Quarter Report”) and Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the three and six months ended June 30, 2024, filed with the SEC on November 8, 2024, we restated the interim financial statements for such periods to correct, as applicable to such interim periods, the same errors restated in the Amended Annual Report relating to the presentation, timing, omission and classification of certain items therein. The Amended First Quarter Report was also restated to correct a clerical error in the calculation of weighted average shares outstanding during such period.
With respect to the restatements relating to the fiscal year ended December 31, 2023, all of the corrections to the consolidated statements of operations and comprehensive loss were recorded in the fourth quarter of such period. As a result, the presentation of the relevant comparative three and nine month periods ending September 30, 2023, respectively, indicates no changes from the previously reported numbers of those periods. In addition, because the restatements did not result in a change in the Company’s cash position and impacted only non-cash charges, the consolidated statements of cash flows for the prior periods which have been included in this report do not reflect any material changes from the previously reported consolidated statements of cash flows.
| 9 |
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS
Property and Equipment
The following table sets forth the components of the Company’s property and equipment at September 30, 2024 and December 31, 2023:
| September 30, 2024 | December 31, 2023 (As restated) | |||||||||||||||||||||||
| Accumulated | Net Book | Accumulated | Net Book | |||||||||||||||||||||
| Cost | Depreciation | Value | Cost | Depreciation | Value | |||||||||||||||||||
| Capital assets subject to depreciation: | ||||||||||||||||||||||||
| Machinery and equipment | ( | ) | ||||||||||||||||||||||
| Land | ||||||||||||||||||||||||
| Prepaid Assets (CIP) | ||||||||||||||||||||||||
| Mining rights | ||||||||||||||||||||||||
| Exploration costs | ||||||||||||||||||||||||
| Total fixed assets | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||
Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning within a reserve area. Whether to capitalize an exploration cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis.
The Company previously reported it was acquiring five
mineral rights totaling
| ● | Payment of $ |
| ● | issuance of $ |
Intangible Assets
Intangible
assets consist of cost of software under development (implementation of SAP enterprise resource planning software). The carrying value of these intangible assets as of September 30,
2024 and at December 31, 2023 was $
Accounts Payable and Accrued Liabilities
September 30, 2024 | December 31, 2023 (As restated) | |||||||
| Accounts payable and other accruals | $ | $ | ||||||
| Mineral rights payable | ||||||||
| Total | $ | $ | ||||||
| 10 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
Leases
Finance Leases
For the reporting period ended September 30, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.
Operating Leases
Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU and lease liabilities are primarily related to commercial offices with third parties.
The
lease agreements have terms between
| Lease liabilities at December 31, 2023 | $ | |||
| Increase/Decrease | $ | |||
| Interest expense | $ | |||
| Lease payments | $ | ( | ) | |
| Foreign exchange | ( | ) | ||
| Lease liabilities at September 30, 2024 | $ | |||
| Current portion | $ | |||
| Non-current portion | $ |
The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:
| Less than one year | $ | |||
| Year 2 | $ | |||
| Year 3 | $ | |||
| Year 4 | $ | |||
| Year 5 | ||||
| Total contractual undiscounted cash flows | $ |
| 11 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
Convertible Debt
| September 30, 2024 | December 31, 2023 | |||||||
| Due to Nanyang Investment Management Pte Ltd | ||||||||
| Due to Jaeger Investments Pty Ltd | ||||||||
| Due to Modha Reena Bhasker | ||||||||
| Due to Clipper Group Limited | ||||||||
| Total convertible debt | $ | $ | ||||||
| Current portion | $ | $ | ||||||
| Non-current portion | $ | $ | ||||||
On
November 7, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note”) with Mr. Martin
Rowley (“Mr. Rowley”) and other investors to raise up to $
| - | Maturity
date: |
| - | Principal repayment terms: due on maturity; |
| - | Interest
rate: |
| - | Interest payment terms: due semiannually in arrears until maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of common stock, or in any combination thereof; |
| - | Conversion right: the holder retains a right to convert all or any portion of the note into shares of the Company’s common stock at the Conversion Price up until the maturity date; and |
| - | Conversion
price: US$ |
| - | Redemption
right: the Company shall vest a right to redeem the convertible notes if and when |
On
November 7, 2023, the Company issued $
In
the three and nine months ended September 30, 2024, the Company recorded the following in the consolidated statement of operations and
comprehensive loss: (i) $
Derivative Liabilities
| September 30, 2024 | December 31, 2023 | |||||||
| Derivative liability – conversion feature on the convertible debt | ||||||||
| Derivative liability – other stock incentives | ||||||||
| Total derivative liabilities | $ | $ | ||||||
| 12 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
a) Derivative liability – embedded conversion feature on convertible debt
On November 7, 2023, the Company issued convertible promissory notes to Mr. Rowley (a senior adviser to the Company and the father of Nicholas Rowley, at that time the Company’s Vice President of Business Development), and other investors. 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 balance sheets. The derivative liability is measured at fair value through profit or loss.
At
December 31, 2023, the fair value of the embedded conversion feature was determined to be $
| Value cap | Value floor | |||||||
| Measurement date | December 31, 2023 | December 31, 2023 | ||||||
| Number of options | ||||||||
| Stock price at fair value measurement date | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected term (years) | ||||||||
At
September 30, 2024, the fair value of the embedded conversion feature was determined to be $
| Value cap | Value floor | |||||||
| Measurement date | September 30, 2024 | September 30, 2024 | ||||||
| Number of options | ||||||||
| Stock price at fair value measurement date | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected term (years) | ||||||||
In the Black-Scholes collar option pricing models, the expected volatilities were based on historical volatilities of the securities of the Company and its trading 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 instrument being valued.
In
the three and nine months ended September 30, 2024, the Company recognized a $
| 13 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
b) Derivative liability – other stock incentives
The employment agreement of 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 September 30, 2024, 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 % 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:
| - | Tranche 3: when the Company achieves a $ million market capitalization |
| - | Tranche 4: when the Company achieves a $ million market capitalization |
| - | Tranche 5: when the Company achieves a $ million market capitalization |
| - | Tranche 6: when the Company achieves a $ million market capitalization |
| - | Tranche 7: when the Company achieves a $ billion market capitalization |
In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term.
As at September 30, 2024, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these outstanding rights to receive restricted stock was $, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the September 30, 2024 measurement date, expected dividend yield of%, expected volatility between% and %, risk-free interest rate between a range of % to %, and an expected term of years. The expected volatilities were based on historical volatilities of the securities of the Company and its trading 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.
As at December 31, 2023, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these outstanding rights to received restricted stock was $, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the December 31, 2023 measurement date, expected dividend yield of %, expected volatility between % and %, risk-free interest rate between a range of % to %, and an expected term between months and months. The expected volatilities were based on historical volatilities of the securities of the Company and its trading 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.
NOTE 3 – DEFERRED OTHER INCOME
On
May 2, 2023, the Company and Atlas Litio Brasil Ltda. (the “Company Subsidiary”), entered into a Royalty Purchase Agreement
(the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”).
The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to
LRC in consideration for $
On
the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant
to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payments 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 interests 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 $
NOTE 4 – OTHER NONCURRENT LIABILITIES
Other
noncurrent liabilities are comprised solely of tax refinancing programs at our operating subsidiaries located in Brazil. The balance
of these tax liabilities as of September 30, 2024, and December 31, 2023, amounted to $
| 14 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY
Authorized Stock and Amendments
On
July 18, 2022, the board of directors of the Company (the “Board of Directors” or “Board”) approved a reverse
stock split of the Company’s issued and outstanding shares of common stock at a ratio of
On
December 20, 2022, the Company made the appropriate filings with the Secretary of State of the State of Nevada (“SOS”) that
were intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the
Board determined that due to an error, the Original Articles Amendment was a nullity and that it would be in the best interest of the
Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate a
On
April 21, 2023, the Board authorized and approved the necessary documents and filings with the SOS to decrease the number of the Company’s
issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a
ratio of
Further, the Board determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation to decrease the number of shares of authorized common stock to two hundred million () and to amend certain other provisions in the Company’s articles (the “Amended and Restated Articles”). 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. On May 25, 2023, the Company made the appropriate filings with the SOS to effect the changes as described above.
On May 25, 2023, the Company also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and a Certificate of Withdrawal of Designation of the Series C Convertible Preferred which were effective as of May 25, 2023.
As of December 31, 2023 and September 30, 2024, the Company had authorized shares of common stock, with a par value of $ per share.
Series A Preferred Stock
On
December 18, 2012, the Company filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred
Stock (“Series A 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 Stock is issued and outstanding, the holders
of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, with the holders of
| 15 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
Series D Preferred Stock
On
September 16, 2021, the Company filed with the SOS a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred
Stock (“Series D Stock”) to designate shares of a new series of preferred stock. The Certificate of Designations,
Preferences and Rights of Series D Convertible Preferred Stock (the “Series D COD”) provides that for so long as Series D
Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted
into shares of common stock. Pursuant to the Series D COD one share of Series D Stock is convertible into shares of common stock
and may be converted at any time at the election of the holder.
Nine Months Ended September 30, 2023 Transactions
On January 9, 2023, the Company, 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
the Company agreed to sell an aggregate of shares of the Company’s common stock, to the Representative, at a public offering
price of $ per share (the “Offering Price”) in a firm commitment public offering (the “Offering”). The Company
also granted the Representative a 45-day option to purchase up to additional shares of the Company’s common stock upon
the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment
Option”). On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.
The shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the SEC and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”).
In
connection with the Closing, the Company 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
| 16 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
On
January 30, 2023, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors
(the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement
(the “Private Placement”) an aggregate of restricted shares of the Company’s common stock (the “Shares”).
The purchase price for the Shares was $ per share, for total gross proceeds of $
Additionally,
during the nine months ended September 30, 2023, the Company sold an aggregate of shares of our common stock to Triton Funds,
LP for total gross proceeds of $
On May 26, 2023, our CEO and Chairman, Mr. Marc Fogassa, elected to convert shares of Series D Stock, representing all of his outstanding shares of Series D Stock at that time, into shares of common stock. As a result, of such conversion, the Company issued Mr. Fogassa new shares of common stock.
On
July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the
Investors in a Regulation S private placement an aggregate of restricted shares of the Company’s common stock, par value
$ per share. The purchase price for the Shares was $ per share, for total gross proceeds of $
Nine Months Ended September 30, 2024 Transactions
During
the nine months ended September 30, 2024, the Company issued new shares of Common Stock, including (i) shares issued
to an accredited investor for gross proceeds of $
Common Stock Options
During the nine months ended September 30, 2024 and 2023, the Company granted options to purchase common stock to officers, consultants and non-management directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:
| September 30, 2024 | September 30, 2023 | |||||||
| Expected volatility | % – | % | % – | % | ||||
| Risk-free interest rate | % – | % | % – | % | ||||
| Stock price on date of grant | $ | –$ | $ | – $ | ||||
| Dividend yield | % | % | ||||||
| Expected term | to years | years | ||||||
| 17 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
Changes in common stock options for the nine months ended September 30, 2024 and 2023 were as follows:
| Number of Options Outstanding and Vested | Weighted Average Exercise Price | Remaining Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2024 | $ | $ | ||||||||||||||
| Issued (1) | ||||||||||||||||
| Expired and cancelled (2) | ( | ) | ||||||||||||||
| Outstanding and vested, September 30, 2024 | $ | $ | ||||||||||||||
| Number of Options Outstanding and Vested | Weighted Average Exercise Price | Remaining Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2023 | $ | $ | ||||||||||||||
| Issued (3) | ||||||||||||||||
| Exercised (4) | ( | ) | ||||||||||||||
| Outstanding and vested, September 30, 2023 | $ | $ | ||||||||||||||
| 1) | |
| 2) | |
| 3) | |
| 4) |
During three and nine months ended September 30, 2024, the Company recorded $ and $ in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($ and $, during the three and nine months ended September 30, 2023).
Series D Preferred Stock Options
As of and for the nine months ended September 30, 2024, the Company had no Series D preferred stock options outstanding and no shares of Series D Stock outstanding. During the nine months ended September 30, 2023, the Company granted options to purchase series D stock to two of the Company’s directors. All Series D preferred stock options vested immediately at the grant date and were exercisable for a period of ten years from the date of issuance. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:
| September 30, 2023 | ||||
| Expected volatility | % – | % | ||
| Risk-free interest rate | % - | % | ||
| Stock price on date of grant | $ | - $ | ||
| Dividend yield | % | |||
| Illiquidity discount | % | |||
| Expected term | years | |||
| 18 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
Changes in Series D preferred stock options for the nine months ended September 30, 2023 were as follows:
| Number of Options Outstanding and Vested | Weighted Average Exercise Price (1) | Remaining Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2023 | $ | $ | ||||||||||||||
| Issued (2) | ||||||||||||||||
| Outstanding and vested, September 30, 2023 | $ | $ | ||||||||||||||
| (1) | |
| (2) |
During the three and nine months ended September 30, 2024, the Company recorded $ and $, respectively, in stock-based compensation expense from Series D preferred stock options in the consolidated statements of operations and comprehensive loss ($ and $, respectively, during the three and nine months ended September 30, 2023).
Common Stock Purchase Warrants
Common stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.
During the nine months ended September 30, 2024, the Company did not issue any common stock purchase warrants. During the nine months ended September 30, 2023, the Company issued common stock purchase warrants to investors, finders and brokers in connection with the Company’s equity financings. All warrants vest within 180 days from 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:
| September 30, 2023 | ||||
| Expected volatility | % - | % | ||
| Risk-free interest rate | % - | % | ||
| Stock price on date of grant | $ | - $ | ||
| Dividend yield | % | |||
| Expected term | to years | |||
Changes in common stock purchase warrants for the nine months ended September 30, 2024 and September 30, 2023 were as follows:
| Number of Warrants Outstanding and Vested | Weighted Average Exercise Price | Weighted Average Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2024 | $ | $ | ||||||||||||||
| Warrants exercised (1) | ( | ) | $ | |||||||||||||
| Warrants expired (2) | ( | ) | $ | |||||||||||||
| Outstanding and vested, September 30, 2024 | $ | $ | ||||||||||||||
| Number of Warrants Outstanding and Vested | Weighted Average Exercise Price | Weighted Average Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2023 | $ | $ | ||||||||||||||
| Warrants issued (3) | $ | |||||||||||||||
| Warrants exercised (4) | ( | ) | $ | |||||||||||||
| Outstanding and vested, September 30, 2023 | $ | $ | ||||||||||||||
| 1) | |
| 2) | |
| 3) | |
| 4) |
| 19 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
During
the three and nine months ended September 30, 2024, the Company recorded the following as a result of the common stock purchase warrant
activity: (i) $ and $, respectively, in stock-based compensation expense in the consolidated statements of operations and comprehensive
loss ($ and $, respectively, during the three and nine months ended September 30, 2023), and (ii) $ and $, respectively,
in share issuance costs in the consolidated statement of changes in equity ($ and $
Restricted Stock Units (“RSUs”)
Restricted stock units (“RSUs”) are granted by the Company to its 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 the Company’s common stock immediately upon vesting.
| Number of RSUs Outstanding | ||||
| Outstanding at January 1, 2024 | ||||
| Granted (1) | ||||
| Vested (2) | ( | ) | ||
| Forfeited (3) | ( | ) | ||
| Expired or cancelled (4) | ( | ) | ||
| Outstanding at September 30, 2024 | ||||
| Number of RSUs Outstanding | ||||
| Outstanding at January 1, 2023 | ||||
| Granted (5) | ||||
| Vested (6) | ( | ) | ||
| Outstanding at September 30, 2023 | ||||
| 1) | |
| 2) | |
| 3) | |
| 4) | |
| 5) | |
| 6) |
During the three and nine months ended September 30, 2024, the Company recorded $ and $ in stock-based compensation expense from the Company’s RSU activity in the period ($ and $, respectively, during the three and nine months ended September 30, 2023). As of September 30, 2024, there were RSUs outstanding including rights to receive shares of common stock as a result of RSU vesting (December 31, 2023: RSUs outstanding including rights to receive shares of common stock as a result of RSU vesting).
Other stock incentives measured at fair value through profit or loss
As
of September 30, 2024, the Company had certain other outstanding obligations to issue shares of the Company’s common stock in case
some markets conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’
section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. As of September
30, 2024, the Company recognized a $
| 20 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Commitments
The following table summarizes certain of Atlas’s contractual obligations at September 30, 2024 (in thousands):
| Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | ||||||||||||||||
| Lithium processing plant construction (1) | $ | $ | $ | $ | $ | |||||||||||||||
| Total | ||||||||||||||||||||
| (1) |
Please see commitments related to Leases in Note 2.
NOTE 7 – RELATED PARTY TRANSACTIONS
Related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party. All the related party transactions have been reviewed and approved by the Board.
The Company’s related parties include:
| Martin Rowley | ||
| Jaeger Investments Pty Ltd (“Jaeger”) | ||
| RTEK International DMCC (“RTEK”) | ||
| Shenzhen Chengxin Lithium Group Co., Ltd | ||
| Sichuan Yahua Industrial Group Co., Ltd |
Technical Services Agreement
In July 2023, the Company entered into a technical service agreement (“Technical Services Agreement”) with RTEK pursuant to which RTEK agreed to provide the Company certain mining engineering, planning and business development services. Messrs. Nick 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 the Company’s director and Chief Operating Officer. Any unvested RSUs shall immediately vest in the event of a Change in Control (as defined in the Company’s 2023 Equity Incentive Plan).
| 21 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)
Convertible Note Purchase Agreement
In
November 2023, the Company entered into a Convertible Note Purchase Agreement with Mr. Rowley relating to the issuance to Mr. Rowley
along with other experienced lithium investors, of convertible promissory notes with an aggregate total principal amount of $
Offtake and Sales Agreements
In
December 2023, the Company entered into Offtake and Sales Agreements with each of Sichuan Yahua Industrial Group Co., Ltd. and Sheng
Wei Zhi Yuan International Limited, a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant to which the Company agreed,
for a period of five (
On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mitsui through which it sold and issued an aggregate of shares of its Common Stock in a registered direct offering (the “Registered Offering”) at a purchase price of $ per share. The Purchase Agreement contains customary representations and warranties, covenants and indemnification rights and obligations of the Company and the Investor. The closing occurred on April 4, 2024.
The
gross proceeds from the Registered Offering were $
In
connection with the closing of the Registered Offering, our subsidiary Atlas Brasil and the Investor entered into an Offtake and Sales
Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Investor, and the Investor agreed to purchase and take delivery
of,
The related parties outstanding amounts and expenses as of September 30, 2024 and December 31, 2023 are shown below:
| September 30, 2024 | December 31, 2023 | |||||||||||||||
| Accounts Payable / Debt | Expenses / Payments | Accounts Payable / Debt | Expenses / Payments | |||||||||||||
| RTEK International | $ | $ | $ | $ | ||||||||||||
| Jaeger Investments Pty Ltd. | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and its subsidiaries and among the subsidiaries.
Jupiter Gold Corporation
During the nine months ended September 30, 2024, Jupiter Gold was party to the following stock-based compensation transactions with related parties of the Company:
i. Jupiter Gold granted options to purchase an aggregate of shares of its common stock to Marc Fogassa at prices ranging between $to $per share. The options were valued at $and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Jupiter Gold’s stock price on the date of the grant ($to $), an illiquidity discount of %, expected dividend yield of %, historical volatility calculated between % and %, risk-free interest rate between a range of % to %, and an expected term between and years.
ii.
Marc Fogassa exercised a total options
at a $weighted
average exercise price. These exercises were paid for with $
iii.
Jupiter Gold issued shares of common stock of Jupiter Gold to officers
of the Company at a weighted average price of $per share in settlement of $
iv. On July 1, 2024, Jupiter Gold issued shares of common stock of Jupiter Gold to Marc Fogassa at a price of $0.909 per share as incentive compensation in accordance with an amended and restated employment agreement between Marc Fogassa and Jupiter Gold, effective July 1, 2024.
| 22 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)
As of September 30, 2024, an aggregate Jupiter Gold common stock options were outstanding with a weighted average life of years at a weighted average exercise price of $and an aggregate intrinsic value of $.
During
the nine months ended September 30, 2023, Jupiter Gold granted options to purchase an aggregate of shares
of its common stock to Marc Fogassa at prices ranging between $ to
$ per
share. The options were valued at $ and
recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average
assumptions: the Jupiter Gold’s stock price on the date of the grant which ranged from $ to
$,
an illiquidity discount of %,
expected dividend yield of %,
historical volatility calculated ranging from %
to %,
risk-free interest rate between a range of %
to %,
and an expected term between and . During the nine months ended September
30, 2023, Marc Fogassa exercised a total options
at a $ weighted
average exercise price. These exercises were paid for with
On June 13, 2023, the Company purchased shares of Jupiter Gold common stock at $per share.
Apollo Resource Corporation
During the nine months ended September 30, 2024, Apollo Resources was party to the following stock-based compensation transactions with related parties of the Company:
i. Apollo Resources granted options to purchase an aggregate of shares of its common stock to Marc Fogassa at a price of $per share. The options were valued at $and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resources’ stock price on the date of the grant ($), an illiquidity discount of %, expected dividend yield of %, historical volatility calculated between % and %, risk-free interest rate between a range of % to %, and an expected term of years.
ii.
Marc Fogassa exercised a total options at a $weighted average exercise price. These exercises
were paid for with $
iii.
Apollo Resources issued shares of common stock of Apollo Resources to
officers of the Company at a weighted average price of $share in settlement of $
iv. On July 1, 2024, Apollo Resources issued shares of common stock of Apollo Resources to Marc Fogassa at a price of $4.41 per share as incentive compensation according to an amended and restated employment agreement between Marc Fogassa and Apollo Resources, effective July 1, 2024.
As of September 30, 2024, Apollo Resources common stock options were outstanding.
During the nine months ended September 30, 2023, Apollo Resources granted options to purchase an aggregate of shares of its common stock to Marc Fogassa at a price of $per share. The options were valued at $and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resources’ stock price on the date of the grant, which was $, an illiquidity discount of %, expected dividend yield of %, historical volatility calculated ranging from % to %, risk-free interest rate between a range of % to %, and an expected term of . As of September 30, 2023, an aggregate of Apollo Resources common stock options were outstanding with a weighted average life of years at a weighted average exercise price of $and an aggregate intrinsic value of $.
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ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – RISKS AND UNCERTAINTIES
Currency Risk
The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the Company. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity.
The Company’s consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.
NOTE 9 – SUBSEQUENT EVENTS
Neves Project Permission
On October 28, 2024, we received the operational permit for our Neves Project from the government of the state of Minas Gerais in Brazil. This triphasic permit (known as “LI/LP/LO” in the local regulatory terminology) is the most expeditious licensing modality available as it encompasses the initial, installation, and operating licenses all within this same issued authorization. The permit authorizes us to assemble and operate our lithium processing plant, to process mined ore from one of our deposits at the facility, and to sell the lithium concentrate that we produce. The permit was unanimously approved by a voting board comprised of twelve representatives from the local civil society and government on October 25, 2024, and formally published in the official gazette of the Minas Gerais government on October 26, 2024. This outcome followed the technical recommendation for approval issued by the Environmental Foundation of Minas Gerais in September 2024. This key development came after an extensive technical review process that began with our initial permit application on September 1, 2023.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements included in Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023
This Quarterly Report includes forward-looking statements that are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Item 1.A. of Part II of this Report that could cause actual results could differ materially from those anticipated in these forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with a developing lithium project and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the development from exploration to future active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known pegmatitic district in Brazil, which has been denominated by the government of Minas Gerais as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.
Our modular plant targeted at producing up to 150,000 tons of lithium concentrate per annum (“tpa”) in what we describe as Phase I is in final phase of fabrication. We plan on adding additional modules to the plant with the intent of doubling its production capacity to up to 300,000 tpa in Phase II. However, there can be no assurance that we will have the necessary capital resources to develop such facility or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality needed to meet market demand.
All our mineral projects and properties are located in Brazil, a well-established mining jurisdiction. Our lithium properties include approximately 53,942 hectares (539 km2) divided in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8 in pre-exploration stage).
In addition, we also have a few additional lithium mineral rights that are in the process of being acquired and not yet titled in our name.
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We are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil. Our Minas Gerais Lithium Project (“MGLP”) consists of 85 mineral rights spread over approximately 468 km2 and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite. Our primary area of focus is the Neves Project, which is part of MGLP. The Neves Project has been drilled extensively and presents spodumene-bearing deposits amenable to open pit mining, with generation of ore material that can be processed by dense media separation technique to yield lithium concentrate, a commercial product within the battery supply chain.
We own approximately 44.74% of the shares of common stock of Apollo Resources, a private company primarily focused on the development of its initial iron mine.
We also own approximately 21.01% of the shares of common stock of Jupiter Gold, a company with an operating quartzite quarry and gold projects in exploration phase, the common stock of which is quoted on the OTCQB marketplace under the symbol “JUPGF.”
The results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under U.S. GAAP.
On October 31, 2024, Jupiter Gold and Apollo Resources entered into an agreement and plan of merger pursuant to which Apollo will merge with and into Jupiter, with Jupiter continuing its corporate existence as the surviving corporation. This transaction is expected to be completed by December 31, 2024.
Operational Update
During the third quarter of 2024, we achieved several important operational developments:
In August 2024, our modular dense media separation (DMS) lithium processing plant entered its final phase of fabrication. The DMS modules of the plant successfully underwent trial assembly in South Africa. Some parts remaining in near-final stages of fabrication at that time included effluent components, recently modified to improve water efficiency, as well as conveyors. The plant’s modular design, which has never before been used for lithium processing in Brazil, represents an optimized approach featuring reduced height, weight, and physical footprint compared to traditional designs. The plant is engineered to achieve the lowest processing circuit water usage in the industry.
Also in August 2024, our spodumene concentrate plant design was selected as a finalist for a November 14, 2024 contest, organized by a non-profit civil society organization in the state of Minas Gerais, recognizing environmentally-sustainable approaches in the industry.
[
In early October 2024, we announced the discovery of spodumene-rich pegmatites in our Salinas Project area, located approximately 60 miles north of our flagship Neves Project. The Salinas Project spans 388 hectares (approximately 959 acres) and is situated just 5 miles east of Latin Resources’ Colina Project, a significant lithium deposit. Our technical team has completed soil geochemistry and LIDAR geological mapping with favorable results and is now pursuing further geological and geophysical studies prior to initiation of a drilling campaign.
On October 25, 2024, a voting board comprised of twelve representatives from the local civil society and government unanimously approved Atlas Lithium’s license application for its Neves Project, resulting in the formal issuance of the permit. The permit authorizes Atlas Lithium to assemble and operate its lithium processing plant, to process mined ore from one of its deposits at the facility, and to sell the lithium concentrate that it produces.
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Results of Operations
The Nine Months Ended September 30, 2024, Compared to the Nine Months Ended September 30, 2023
Net loss for the nine months ended September 30, 2024, totaled $32,855,151, compared to net loss of $25,600,602 during the nine months ended September 30, 2023. The increase is mainly due to:
| ● | After a trial mining period in the second half of 2023, Jupiter Gold commenced ongoing operations at its quartzite quarry in 2024. Our gross margin of $249,722 was generated from the sales of 269 m3 of unprocessed blocks of quartzite produced by Jupiter Gold. By comparison, there was no gross margin generation in the nine months ended September 30, 2023 | |
| ● | Higher general and administrative expenses of approximately $5.7 million in the period primarily due to increased costs of labor and consultants related to technical services, increased legal fees relating to transactions consummated during the quarter and other third-party costs; | |
| ● | An increase of approximately $10.4 million in stock-based compensation expense compared to the prior period, reflecting bonus for the members of the management team eligible for stock-based compensation; and | |
| ● | Higher finance costs of approximately $0.2 million for the period mainly due to interest expenses related to convertible notes issued in November 2023. |
Liquidity and Capital Resources
As of September 30, 2024, we had cash and cash equivalents of $22,056,560 and working capital of $16,401,099.
Net cash used by operating activities totaled $14,212,264 for the nine months ended September 30, 2024, compared to net cash provided of $2,564,979 during the nine months ended September 30, 2023, representing a variation in the cash flow from operating activities of $16,777,243. The variation in net cash used /provided by operating activities was mainly due to:
| ● | In the nine months ended September 30, 2023, the Company received $20,000,000 arising from the one-time royalty sale with no matchable transaction in 2024, as explained in Note 3; and | |
| ● | Increase of approximately $5,700,000 in general and administrative expenses due to the growth of the our personnel and infrastructure as we move towards revenue-generating operations. As a result, we had more expenditures such as employee compensation and the costs of third parties service providers such as technical consultants. |
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Net cash used in investing activities totaled $23,559,858 for the nine months ended September 30, 2024, compared to net cash used of $771,977 during the nine months ended September 30, 2023, representing an increase in cash used of $22,787,881 or 2,952%. The increase reflects essentially: and capitalized exploration costs.
| · | The payments made in connection with the acquisition of our lithium processing plant; and | |
| · | The capitalization of exploration costs incurred since April 2024. |
Net cash provided by financing activities totaled $30,291,547 for the nine months ended September 30, 2024, compared to $20,822,531 during the nine months ended September 30, 2023, representing an increase in cash provided of $9,469,016 or 45%. The increase is mainly due to the following financing activities that occurred during the nine months ended September 30, 2023:
| ● | The sale of an aggregate of 1,871,250 shares of our common stock to Mitsui in a private placement (the “Private Placement”). The gross proceeds from the Private Placement were $30.0 million. |
For further information on the transaction mentioned above, please refer to note 7 – related parties transactions.
We have historically incurred net operating losses and have not yet generated material revenues from the sale of products or services. As a result, our primary sources of liquidity have been derived through proceeds from the (i) sales of our equity and the equity of one of our subsidiaries, and (ii) issuance of convertible debt. As of September 30, 2024, we had cash and cash equivalents of $22,056,560 and working capital of $16,401,099, compared to cash and cash equivalents $29,549,927 and a working capital of $23,809,637 as of December 31, 2023. We believe our cash and equivalents will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the successful installation of our lithium processing facilities, and the ability to attract talent to manage our different areas of endeavor. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern.
Currency Risk
We operate primarily in Brazil, which exposes us 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 it receiving either more or less in local currency than the local currency equivalent at the time of the original activity.
Our consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.
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Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of American (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information to be reported under this Item is not required of smaller reporting companies.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of September 30, 2024. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only 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 Commission, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. On the basis of that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as a result of the material weakness in internal controls over financial reporting, described in our Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on Form 10-K/A with the SEC on November 8, 2024 (the “Form 10-K/A”), our disclosure controls and procedures were not effective as of September 30, 2024 for the reasons set forth below.
As previously reported in our Amended Annual Report, we identified a material weakness in our internal control over financial reporting as of December 31, 2022 and December 31, 2023. During this period, the Company outsourced its 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 had limited finance and accounting professionals with the requisite experience to appropriately perform the supervision and review of the information received from the Company’s third-party accounting service provider. The lack of 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.
Our remediation efforts in response to this material weakness are ongoing and have included insourcing our accounting and finance functions and considering to hire additional professionals.. We also continues the implementation of our SAP enterprise resource planning software. Our remediation efforts will continue through the end of 2024 and beyond. While we have made substantial progress toward the remediation plan, the aforementioned material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control over Financial Reporting
In May 2024, we concluded the implementation of our SAP enterprise resource planning software and insourced the accounting and finance functions.
Other than as discussed above, there were no changes to our internal control over financial reporting during the three months ended September 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Limitations of the Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only 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, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constrains and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None material.
Item 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the information in this Quarterly Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as any additional risk factors that may be described in our other filings with the SEC from time to time, including our Annual Report on Form 10-K for fiscal year ended December 31, 2023, and our quarterly report on Form 10-Q for the period ended March 31, 2024, before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties included in this Quarterly Report and elsewhere in our Annual Report and other SEC filings before you decide to invest in our common stock.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 4, 2024, we issued 1,871,250 shares of our common stock in a private placement to Mitsui for total gross proceeds of $30,000,000 pursuant to a March 28, 2024 subscription agreement.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. MINE SAFETY DISCLOSURES
None
Item 5. OTHER INFORMATION
None.
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Item 6. EXHIBITS
(a) Exhibits
Exhibit Number |
Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Atlas Lithium Corporation
| Signature | Title | Date | ||
| /s/ Marc Fogassa | Chief Executive Officer (Principal Executive Officer) | November 8, 2024 | ||
| Marc Fogassa | and Chairman of the Board | |||
| /s/ Tiago Miranda | Chief Financial Officer (Principal Financial and | November 8, 2024 | ||
| Tiago Miranda | Accounting Officer) |
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