Equibles

10-Q

Atlas Lithium Corp (ATLX)

10-Q 2024-08-09 For: 2024-06-30
View Original
Added on April 09, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

(Mark One)

☒ QUARTERLY<br> REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ### June 30, 2024

☐ TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For

the transition period from ____________ to ____________

Commission

File Number 001-41552

ATLAS

LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada 39-2078861
(State<br> or other jurisdiction of (IRS<br> Employer
incorporation<br> or organization) Identification<br> No.)

RuaAntonio de Albuquerque, 156 – 17th Floor

BeloHorizonte, Minas Gerais, Brazil, 30.112-010

(Address of principal executive offices, including zip code)

RuaBuenos Aires, 10 – 14th Floor

BeloHorizonte, Minas Gerais, Brazil, 30.315-570

(Former name, former address and former fiscal year, if changed since last report)

(833)661-7900

(Registrant’s telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common<br> Stock, $0.001 par value ATLX The<br> Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐ Accelerated<br> filer ☐
Non-accelerated<br> filer ☒ Smaller<br> reporting company ☒
Emerging<br> growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As

of August 9, 2024, there were outstanding 15,249,792 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE

OF CONTENTS

Page
Cautionary Note Regarding Forward-Looking Statements 3
PART I - FINANCIAL INFORMATION 4
Item<br> 1. Financial Statements 4
Condensed<br> Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 4
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months<br>Ended June 30, 2024 and 2023 (Unaudited) 5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six<br>Months Ended June 30, 2024 and 2023 (Unaudited) 6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023<br>(Unaudited) 8
Notes to the Condensed Consolidated Financial Statements (Unaudited) 9
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 26
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk 30
Item<br> 4. Controls and Procedures. 30
PART II - OTHER INFORMATION 31
Item<br> 1. LEGAL PROCEEDINGS 31
Item<br> 1A. RISK FACTORS 31
Item<br> 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 31
Item<br> 3. DEFAULTS UPON SENIOR SECURITIES 31
Item<br> 4. MINE SAFETY DISCLOSURES 31
Item<br> 5. OTHER INFORMATION 31
Item<br> 6. Exhibits 32
Signatures 33 
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CAUTIONARY

NOTE REGARDING FORWARD LOOKING STATEMENTS

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.

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PART

I - FINANCIAL INFORMATION

Item

1 FINANCIAL STATEMENTS

ATLAS

LITHIUM CORPORATION

CONSOLIDATED

BALANCE SHEETS (UNAUDITED)

June

30, 2024 and December 31, 2023

December<br> 31, 2023
ASSETS
Current assets:
Cash<br> and cash equivalents 32,267,730 $ 29,549,927
Accounts<br> receivable - -
Inventories 150,663 -
Taxes<br> recoverable 11,000 50,824
Prepaid<br> and other current assets 149,146 113,905
Total<br> current assets 32,578,539 29,714,656
Property<br> and equipment, net 27,447,011 13,477,602
Intangible<br> assets, net 408,933 45,777
Right<br> of use assets - operating leases, net 380,530 444,624
Other<br> assets 46,949 -
Total<br> assets 60,861,962 $ 43,682,659
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts<br> payable and accrued expenses 4,713,762 $ 4,487,647
Derivative<br> liabilities 370,650 1,000,060
Convertible<br> Debt 81,918 67,024
Operating<br> lease liabilities 108,954 114,994
Total<br> current liabilities 5,275,284 5,669,725
Convertible<br> Debt 9,755,506 9,703,700
Operating<br> lease liabilities 250,554 336,411
Deferred<br> consideration from royalties sold 18,600,000 18,600,000
Other<br> noncurrent liabilities 22,891 58,579
Total<br> liabilities 33,904,234 34,368,415
Stockholders’ Equity:
Series A preferred stock,<br> 0.001 par value. 1 share authorized; 1 share issued and outstanding as of June 30, 2024 and December 31, 2023 1 1
Common stock, 0.001 par<br> value. 200,000,000 and 200,000,000 shares authorized as of June 30, 2024 and December 31, 2023, respectively;14,824,692 and<br> 12,763,581 shares issued and outstanding as of June, 2024 and December 31, 2023, respectively 14,825 12,764
Additional<br> paid-in capital 153,431,263 111,662,522
Accumulated<br> other comprehensive loss (835,873 ) (1,119,771 )
Accumulated<br> deficit (126,242,962 ) (101,664,519 )
Total<br> Atlas Lithium Co. stockholders’ equity 26,367,254 8,890,997
Non-controlling<br> interest 590,473 423,247
Total<br> stockholders’ equity 26,957,727 9,314,244
Total<br> liabilities and stockholders’ equity 60,861,962 $ 43,682,659

All values are in US Dollars.

The

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

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ATLAS

LITHIUM CORPORATION

CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For

the Three and Six Months Ended June 30, 2024 and 2023

2024 2023 2024 2023
Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Revenue 182,789 - 374,108 -
Cost of revenue 91,787 - 193,852 -
Gross margin 91,002 - 180,256 -
Operating expenses -
General and administrative expenses 4,565,336 2,007,983 7,817,090 4,329,681
Stock-based compensation 4,972,562 2,852,309 11,812,684 3,981,154
Exploration 2,443,616 4,663,500 5,614,599 5,692,325
Other operating expenses 99,268 - 102,869 -
Total operating expenses 12,080,782 9,523,792 25,347,242 14,003,160
Loss from operations (11,989,780 ) (9,523,792 ) (25,166,986 ) (14,003,160 )
Other expenses (income)
Other expense (income) 10,007 (126,896 ) 12,989 (140,911 )
Fair value adjustments, net (124,228 ) - (311,717 ) -
Finance costs (income) 515,146 - 702,029 -
Total other expense 400,925 (126,896 ) 403,301 (140,911 )
Loss before provision for income taxes (12,390,705 ) (9,396,896 ) (25,570,287 ) (13,862,249 )
Provision for income taxes 6,220 - 10,833 -
Net loss (12,396,925 ) (9,396,896 ) (25,581,120 ) (13,862,249 )
Loss attributable to non-controlling interest (781,948 ) (270,247 ) (1,002,677 ) (769,662 )
Net loss attributable to Atlas Lithium Corporation stockholders $ (11,614,977 ) $ (9,126,649 ) $ (24,578,443 ) $ (13,092,587 )
-
Basic and diluted loss per share -
Net loss per share attributable to Atlas Lithium Corporation common stockholders $ (0.85 ) $ (1.01 ) $ (1.79 ) $ (1.46 )
-
Weighted-average number of common shares outstanding: -
Basic and diluted 13,721,860 9,068,801 13,721,662 8,966,065
-
Comprehensive loss: -
Net loss $ (12,396,925 ) $ (9,396,896 ) $ (25,581,120 ) $ (13,862,249 )
Foreign currency translation adjustment 574,752 39,586 644,778 105,891
Comprehensive loss (11,822,173 ) (9,357,310 ) (24,936,342 ) (13,756,358 )
Comprehensive loss attributable to noncontrolling interests (613,879) (269,567 ) (641,798 ) (768,493 )
Comprehensive loss attributable to Atlas Lithium Corporation stockholders $ (11,208,294 ) $ (9,087,743 ) $ (24,294,544 ) $ (12,987,865 )

The accompanying notes are an integral

part of the consolidated financial statements.

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ATLAS

LITHIUM CORPORATION

CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For

the three Months Ended June 30, 2024 and 2023

**** Series A Preferred Stock Series D Preferred Stock **** Common Stock **** Additional<br><br> <br>Paid-in **** Accumulated<br><br> <br>Other<br><br> <br>Comprehensive **** Accumulated **** Noncontrolling **** Total<br><br> <br>Stockholders’<br><br> <br>Equity ****
Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit)
Balance, March 31, 2023 1 $ 1 214,006 $ 214 6,738,062 $ 6,739 $ 73,699,668 $ (915,224 ) $ (64,236,932 ) $ 1,296,966 $ 9,851,432
Issuance of common stock in connection with sales made - - - - 326,386 326 1,035,457 - - - 1,035,783
under private offerings
Issuance of common stock in connection with purchase - - - - - - - - - - -
of mining rights
Issuance of common stock in connection with purchase of mining rights - - - - - - - - - - -
Issuance of common stock in exchange for consulting, professional
and other services - - - - (26,796 ) (27 ) (146,980 ) - - - (147,007 )
Issuance of common stock in exchange for consulting,<br> professional and other services - - - - (26,796 ) (27 ) (146,980 ) - - - (147,007 )
Conversion of Convertible Preferred D stock into Common Stock - - (214,006 ) (214 ) 2,853,413 2,853 - - - - 2,639
Exercise of warrants - - - - 121,014 121 162,640 - - - 162,761
Stock based compensation - - - - 21,255 21 2,841,346 - - - 2,841,367
Change in foreign currency translation - - - - - - - 38,906 - 680 39,586
Sale of Jupiter Gold common stock in connection with
equity offerings - - - - - - 75,000 - - - 75,000
Sale of Jupiter Gold common stock in connection with equity<br> offerings - - - - - - 75,000 - - - 75,000
Sale of Apollo Resources common stock in connection with
equity offerings - - - - - - - - - - -
Sale of Apollo Resources common stock in connection with<br> equity offerings - - - - - - - - - - -
Net loss - - - - - - - - (9,126,649 ) (270,247 ) (9,396,896 )
Balance, June, 2023 1 $ 1 - $ - 10,033,334 $ 10,033 $ 77,667,131 $ (876,318 ) $ (73,363,581 ) $ 1,027,399 $ 4,464,665
**** Series A Preferred Stock Series D Preferred Stock Common Stock Additional<br><br> <br>Paid-in Accumulated<br><br> <br>Other<br><br> <br>Comprehensive **** Accumulated **** Noncontrolling **** Total<br><br> <br>Stockholders’ ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity
Balance, March 31, 2024 1 $ 1 - $ - 12,769,581 $ 12,770 $ 117,870,041 $ (1,049,745 ) $ (114,627,986 ) $ 395,328 $ 2,600,410
Issuance of common stock in connection with sales made
under private offerings - - - - 1,871,250 1,871 29,998,127 - - 449,450 30,449,449
Issuance of common stock in connection with sales made under<br> private offerings - - - - 1,871,250 1,871 29,998,127 - - 449,450 30,449,449
Issuance of common stock in connection with purchase
of mining rights - - - - - - - - - - -
Issuance of common stock in connection with purchase of mining rights - - - - - - - - - - -
Issuance of common stock in connection with purchase of mining rights, shares - - - - - - - - - - -
Issuance of common stock in exchange for consulting, professional
and other services - - - - - - -
Issuance of common stock in exchange for consulting,<br> professional and other services - - - - - - -
Issuance of common stock in exchange for consulting,<br> professional and other services, shares
Exercise of options into Series D preferred stock - - - - - - - - - - -
Conversion of Convertible Preferred D stock into Common Stock - - - - - - - - - -
Exercise of warrants - - - - - - - - - - -
Exercise of warrants, shares - - - - - - - - - - -
Stock based compensation - - - - 183,861 184 5,563,095 - - 235,069 5,798,347
Change in foreign currency translation - - - - - - - 213,872 - 292,574 506,446
Net loss - - - - - - - - (11,614,977 ) (781,948 ) (12,396,925 )
Balance, June 30, 2024 1 $ 1 - $ - 14,824,692 $ 14,825 $ 153,431,263 $ (835,873 ) $ (126,242,962 ) $ 590,473 $ 26,957,727 
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For the Six Months Ended June 30, 2024 and 2023

Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity
Series<br> A Preferred Stock Series<br> D Preferred Stock Common<br> Stock Additional<br><br> <br>Paid-in Accumulated<br><br> <br>Other<br><br> <br>Comprehensive Accumulated Noncontrolling Total<br><br> <br>Stockholders’
Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity
Balance, December 31, 2022 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,258,116 $ (981,040 ) $ (60,270,994 ) $ 1,795,892 $ 2,807,300
Issuance of common stock in<br> connection with sales made under private offerings - - - - 1,845,192 1,845 10,523,273 - - - 10,525,118
Issuance of common stock in<br> connection with purchase of mining rights - - - - 77,240 77 749,923 - - - 750,000
Issuance of common stock in<br> exchange for consulting, professional and other services - - - - 5,206 5 45,000 - - - 45,005
Conversion of Convertible Preferred<br> D stock into Common Stock (214,006 ) (214 ) 2,853,413 2,853 - - - - 2,639
Exercise of warrants - - - - 121,014 121 360,253 - - - 360,374
Stock based compensation - - - - 21,255 21 3,580,566 - - - 3,580,587
Change in foreign currency<br> translation - - - - - - - 104,722 - 1,169 105,891
Sale of Jupiter Gold common<br> stock in connection with equity offerings - - - - - - 150,000 - - - 150,000
Net loss - - - - - - - - (13,092,587 ) (769,662 ) (13,862,249 )
Balance, June 30, 2023 1 $ 1 - $ - 10,033,334 $ 10,033 $ 77,667,131 $ (876,318 ) $ (73,363,581 ) $ 1,027,399 $ 4,464,665
Series<br> A Preferred Stock Series<br> D Preferred Stock Common<br> Stock Additional<br><br> <br>Paid-in Accumulated<br><br> <br>Other<br><br> <br>Comprehensive Accumulated Noncontrolling Total<br><br> <br>Stockholders’
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Value Shares Value Shares Value Capital Loss Deficit Interests Equity
Balance, December<br> 31, 2023 1 $ 1 - $ - 12,763,581 $ 12,764 $ 111,662,522 $ (1,119,771 ) $ (101,664,519 ) $ 423,247 $ 9,314,244
Balance 1 $ 1 - $ - 12,763,581 $ 12,764 $ 111,662,522 $ (1,119,771 ) $ (101,664,519 ) $ 423,247 $ 9,314,244
Issuance of common stock in<br> connection with sales made under private offerings - - - - 1,871,250 1,871 29,998,127 - - 449,450 30,449,449
Issuance of common stock in connection with purchase<br> of mining rights - - - - - - -
Issuance of common stock in<br> exchange for consulting, professional and other services 6,000 6 105,091 - - - 105,097
Exercise of options into Series<br> D preferred stock - - - - - - - - - - -
Conversion of Convertible Preferred<br> D stock into common stock - - - - - - - - - - -
Exercise of warrants - - - - - - - - - - -
Stock based compensation - - - - 183,861 184 11,665,522 - - 359,574 12,025,280
Change in foreign currency<br> translation - - - - - - - 283,898 - 360,879 644,778
Net loss - - - - - - - - (24,578,443 ) (1,002,677 ) (25,581,120 )
Balance, June 30, 2024 1 $ 1 - $ - 14,824,692 $ 14,825 $ 153,431,263 $ (835,873 ) $ (126,242,962 ) $ 590,473 $ 26,957,727
Balance 1 $ 1 - $ - 14,824,692 $ 14,825 $ 153,431,263 $ (835,873 ) $ (126,242,962 ) $ 590,473 $ 26,957,727

The

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

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ATLAS

LITHIUM CORPORATION

CONSOLIDATED

STATEMENTS OF CASH FLOWS (UNAUDITED)

For

the Six Months Ended June 30, 2024 and 2023

2024 2023
Six<br> months ended June 30
2024 2023
Cash flows from operating<br> activities of continuing operations:
Net<br> loss $ (25,581,120 ) (13,862,249 )
Adjustments<br> to reconcile net loss to cash used in operating activities:
Stock<br> based compensation and services 11,812,684 3,981,154
Issuance<br> of common stock in connection with purchase of mining rights - 750,000
Depreciation<br> and amortization 65,024 8,108
Interest<br> expense 443,956 -
Fair value adjustments (311,717 ) -
Other<br> non cash expenses - 140,911
Changes<br> in operating assets and liabilities:
Accounts<br> receivable - (8 )
Inventories (150,663 ) -
Taxes<br> recoverable 39,824 (3,576 )
Deposits<br> and advances (35,241 ) (18,073 )
Other<br> assets (48,820 ) -
Accounts<br> payable and accrued expenses 66,114 813,606
Deferred consideration from<br> royalties sold - 20,000,000
Other<br> noncurrent liabilities (35,878 ) (26,382 )
Net<br> cash provided (used) by operating activities (13,735,837 ) 11,783,491
Cash flows<br> from investing activities:
Acquisition of capital assets (13,970,339 ) (2,634,035 )
Increase<br> in intangible assets (363,156 ) (45,777 )
Net<br> cash used in investing activities (14,333,495 ) (2,679,812 )
Cash flows<br> from financing activities:
Net proceeds from sale of<br> common stock 30,000,000 10,525,118
Proceeds from sale of subsidiary<br> common stock to noncontrolling interests 449,450 150,000
Cash<br> used in payment of debt (309,152 ) -
Net<br> cash provided by financing activities 30,140,298 10,675,118
Effect<br> of exchange rates on cash and cash equivalents 646,837 105,891
Net increase (decrease) in<br> cash and cash equivalents 2,717,803 19,884,689
Cash<br> and cash equivalents at beginning of period 29,549,927 280,525
Cash<br> and cash equivalents at end of period 32,267,730 20,165,214

The

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

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ATLAS

LITHIUM CORPORATION

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organizationand 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.

Basisof 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 June 30, 2024, the consolidated financial statements include the accounts of the Company; its 100% owned subsidiary, Atlas Lítio Brasil Ltda. (“Atlas Brasil”), Athena Lítio Ltda (“Athena”) and its 47.58% equity interest in Apollo Resources Corporation (“Apollo Resources”) and Apollo Resources’ subsidiaries, Mineração Apollo, Ltda., Mineração Duas Barras Ltda. (“MDB”) and RST Recursos Minerais Ltda. (“RST”); and the Company’s 22.30% equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and their respective subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their respective subsidiaries have been included in the Company’s consolidated financial statements.

All material intercompany accounts and transactions have been eliminated in consolidation.

Useof 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.

RecentAccounting 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.

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ATLAS

LITHIUM CORPORATION

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Propertyand Equipment

The following table sets forth the components of the Company’s property and equipment at June 30, 2024 and December 31, 2023:

SCHEDULE

OF PROPERTY AND EQUIPMENT

June<br> 30, 2024 December<br> 31, 2023
Accumulated Net Book Accumulated Net Book
Cost Depreciation Value Cost Depreciation Value
Capital assets<br> subject to depreciation:
Machinery and equipment 57,896 (930 ) 56,966 - - -
Land 4,119,895 - 4,119,895 361,674 - 361,674
Prepaid<br> Assets (CIP) 16,027,876 - 16,027,876 6,046,061 - 6,046,061
Mining rights 7,242,274 - 7,242,274 7,069,867 - 7,069,867
Total<br> fixed assets $ 27,447,941 $ (930 ) $ 27,447,011 $ 13,477,602 $ - $ 13,477,602

Reclassificationof Mining Rights to Property, Plant, and Equipment

In accordance with ASC 930-805, which provides that mining rights should be classified as tangible assets, the Company reassessed the classification of its mining rights for the quarter ended June 30, 2024. As a result, certain prior amounts have been reclassified to conform to the current year presentation as follows:

SCHEDULE OF

RECLASSIFICATION OF THE AMOUNTS RELATED TO MINING RIGHTS

December 31, 2023 Mining rights reclassification December 31, 2023
Prior to the reclassification Post reclassification
December 31, 2023 Mining rights reclassification December 31, 2023
Property and equipment 6,407,735 7,069,867 13,477,602
Intangible assets 7,115,644 (7,069,867 ) 45,777
Total 13,523,379 - 13,523,379

Additionally, this reclassification has affected the Cash Flow Statement as follows:

6 months to<br><br> <br>June 30, 2023 Mining rights reclassification 6 months to<br><br> <br>June 30, 2023
Prior to the reclassification Post reclassification
6 months to<br><br> <br>June 30, 2023 Mining rights reclassification 6 months to<br><br> <br>June 30, 2023
Acquisition of capital assets (156,469 ) (2,477,566 ) (2,634,035 )
Increase in intangible assets (2,523,343 ) 2,477,566 (45,777 )
Total (2,679,812 ) - (2,679,812 )

These reclassifications do not affect previously reported total assets, net income (loss) or total cash flows.

Intangible Assets

Intangible

assets consist of cost of software under development (SAP implementation). The carrying value of these intangible assets as of June 30, 2024 and at December 31, 2023 was $408,933 and $45,777, respectively.

Accounts Payable and Accrued Liabilities

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

June<br> 30, 2024 December<br> 31, 2023
Accounts payable<br> and other accruals $ 4,713,762 $ 3,406,864
Mineral rights payable - 1,080,783
Total $ 4,713,762 $ 4,487,647 
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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

Leases

FinanceLeases

For the reporting period ended June 30, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.

OperatingLeases

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 2 to 4 years and the liability was measured at the present value of the lease payments discounted using interest rates with a weighted average rate of 6.5% which was determined to be the Company’s incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:

SCHEDULE

OF OPERATING LEASE LIABILITY

Lease<br> liabilities at December 31, 2023 $ 451,405
Additions $ -
Interest expense $ 13,271
Lease payments $ (68,853 )
Foreign<br> exchange (36,315 )
Lease<br> liabilities at June 30, 2024 $ 359,508
Current<br> portion $ 108,954
Non-current<br> portion $ 250,554

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

SCHEDULE

OF CONTRACTUAL UNDISCOUNTED CASH FLOWS

Less than one<br> year $ 128,528
Year 2 $ 130,392
Year 3 $ 108,264
Year 4 $ 29,876
Total<br> contractual undiscounted cash flows $ 397,061 
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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

ConvertibleDebt

SCHEDULE

OF CONVERTIBLE DEBT

June<br> 30,<br><br>2024 December<br> 31,<br><br>2023
Due to Nanyang<br> Investment Management Pte Ltd 5,902,441 5,862,434
Due to Jaeger Investments<br> Pty Ltd 1,967,503 1,954,145
Due to Modha Reena Bhasker 983,740 977,072
Due to Clipper Group Limited 983,740 977,072
Total convertible debt $ 9,837,424 $ 9,770,724
Current portion $ 81,918 $ 67,024
Non-current portion $ 9,755,506 $ 9,703,700

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 $20,000,000 in proceeds through the issuance of convertible promissory notes with the following key terms:

- Maturity<br> date: 36 months as from the date of issuance;
- Principal<br> repayment terms: due on maturity;
- Interest<br> rate: 6.5% per annum;
- Interest<br> payment terms: due semiannually in arrears until maturity, unless converted or redeemed earlier and payable at the election of the<br> holder in cash, in shares of common stock, or in any combination thereof;
- Conversion<br> 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<br> Conversion Price up until the maturity date; and
- Conversion<br> price: US$28.225/share
- Redemption<br> right: the Company shall vest a right to redeem the convertible notes if and when (i)<br> twelve months have passed since the loan origination and (ii) the volume weighted average price exceeded 125% of the conversion<br> price for 5 trading days within a 20-day trading period. However, if the Company notifies the holder of its election to redeem the<br> convertible note, the holder may then convert immediately at the conversion price.

On

November 7, 2023, the Company issued $10,000,024 in convertible promissory notes under the terms of the Convertible Note Purchase Agreement, and through June 30, 2024 there were no other purchases and sales of the convertible promissory notes pursuant to the Convertible Note Purchase Agreement.

In the three and six months ended June 30, 2024, the Company recorded the following in the consolidated statement of operations and comprehensive loss: (i) $162,055 and $324,110 in interest expense ($nil and $nil, for the three and six months ended June 30, 2023) and (ii) $25,903 and $51,806 in accretion expense ($nil and $nil, for the three and six months ended June 30, 2023).

DerivativeLiabilities

SCHEDULE

OF DERIVATIVE LIABILITIES

June<br> 30,<br><br>2024 December<br> 31,<br><br>2023
Derivative liability<br> – conversion feature on the convertible debt 174,586 486,303
Derivative<br> liability – other stock incentives 196,064 513,757
Total derivative liabilities $ 370,650 $ 1,000,060 
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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, 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 $486,304 using a Black-Scholes collar option pricing model with the following assumptions:

SCHEDULE

OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

Value<br> cap Value<br> floor
Measurement date December<br> 31,<br><br>2023 December<br> 31, <br><br>2023
Number of options 354,297 354,297
Stock price at fair value<br> measurement date $ 31.2800 $ 31.2800
Exercise price $ 28.2250 $ 35.2813
Expected volatility 99.42 % 99.42 %
Risk-free interest rate 3.97 % 3.97 %
Dividend yield 0.00 % 0.00 %
Expected<br> term (years) 2.85 2.85

At

June 30, 2024, the fair value of the embedded conversion feature was determined to be $174,586 using a Black-Scholes collar option pricing model with the following assumptions:

Value<br> cap Value<br> floor
Measurement date June<br> 30,<br><br>2024 June<br> 30,<br><br>2024
Number of options 354,297 354,297
Stock price at fair value<br> measurement date $ 10.3800 $ 10.3800
Exercise price $ 28.2250 $ 35.2813
Expected volatility 96.23 % 96.23 %
Risk-free interest rate 4.52 % 4.52 %
Dividend yield 0.00 % 0.00 %
Expected<br> term (years) 2.36 2.36

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 six months ended June 30, 2024, the Company recognized a $124,228 gain and $311,717 gain, respectively, on changes in fair value of financial instruments in the consolidated statement of operations and comprehensive loss ($nil and $nil, in the three and six months ended June 30, 2023).

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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 June 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 0.2% of the Company’s common stock outstanding at the time of vesting, with an expiry date of December 31, 2026 and market vesting conditions as follows:

- Tranche<br> 3: when the Company achieves a $400 million market capitalization
- Tranche<br> 4: when the Company achieves a $500 million market capitalization
- Tranche<br> 5: when the Company achieves a $600 million market capitalization
- Tranche<br> 6: when the Company achieves a $800 million market capitalization
- Tranche<br> 7: when the Company achieves a $1.0 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 June 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 $850,089, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the June 30, 2024 measurement date, expected dividend yield of 0%, expected volatility between 71.2% and 82.3%, risk-free interest rate between a range of 5.09% to 5.48%, and an expected term of 2.5 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 $1,550,576, 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 0%, expected volatility between 72.3% and 89.3%, risk-free interest rate between a range of 4.79% to 5.41%, and an expected term between 3 months and 12 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 CONSIDERATION FROM ROYALTIES SOLD

On

May 2, 2023, the Company and its wholly owned subsidiary Atlas Brasil, entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby Atlas Brasil sold to LRC in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the gross revenue (the “Royalty”) to be received by Atlas Brasil from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held by Atlas Brasil.

On the same day, Atlas Brasil and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”)

pursuant to which Atlas Brasil 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, Atlas Brasil’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 $5,000,000, which expired unexercised during the three months ended June 30, 2024.

NOTE

4 – OTHER NONCURRENT LIABILITIES

Other

noncurrent liabilities are comprised solely of tax installments at our operating subsidiaries located in Brazil. The balance of these tax liabilities as of June 30, 2024, and December 31, 2023, amounted to $22,891 and $58,579, respectively.

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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY

AuthorizedStock 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 1-for-750 without affecting the number of shares of authorized common stock (the “Originally Intended Reverse Stock Split”). The holder of the majority voting power of our voting stock (the “Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”).

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 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common stock (the “Rectified Reverse Stock Split”) and then immediately thereafter increase the number of shares of authorized common stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022.

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 1-for-750, retroactively effective as of December 20, 2022, without a vote of the stockholders, as pursuant to the NRS, no stockholder approval was required. Also on April 21, 2023, the Board and the Majority Stockholder approved an Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334 shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the Board’s and stockholders’ original intent in effecting the Originally Intended Reverse Stock Split.

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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

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 (200,000,000) 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 June 30, 2024, the Company had 200,000,000 authorized shares of common stock, with a par value of $0.001 per share.

SeriesA 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 Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one outstanding share of our Series A Stock has been held by our Chief Executive Officer and Chairman, Mr. Marc Fogassa since December 18, 2012, a period greater than 11 years.

SeriesD 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 1,000,000 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 10,000 shares of common stock and may be converted at any time at the election of the holder. Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis. There were no shares of Series D Stock outstanding as of June 30, 2024 or December 31, 2023.

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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Six**Months Ended June 30, 2023Transactions

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 675,000

shares of the Company’s common stock, to

the Representative, at a public offering price of $6.00

per share (the “Offering Price”)

in a firm commitment public offering (the “Offering”). The Company also granted the Representative a 45-day option to purchase up to 101,250 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 33,750 shares of common stock, equal to 5% of the number of shares of common stock sold in the Offering (excluding the Over-Allotment Option), at an exercise price of $7.50, equal to 125% of the Offering Price (the “Representative’s Warrants”). The Representative’s Warrants are exercisable for a period of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e). Aggregate gross proceeds from the Offering were $4,657,500.

On

January 30, 2023, the Company 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 640,000 restricted shares of the Company’s common stock (the “Shares”). The purchase price for the Shares was $6.25 per share, for total gross proceeds of $4,000,000. The Private Placement transaction closed on February 1, 2023.

On February 1, 2023, the Company acquired one mineral right totaling 45.77

hectares located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The purchase consideration paid totaled $1,150,000 including $400,000 paid in cash on January 19, 2023 and $750,000 paid in restricted shares of Common Stock of the Company on February 1, 2023.

On May 26, 2023, our CEO elected to convert 214,006 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 to our CEO 2,853,413 new shares of common stock.

Additionally,

during the six months ended June 30, 2023, the Company sold an aggregate of 192,817 shares of our common stock to Triton Funds, LP for total gross proceeds of $1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between the Company and Triton Funds, LP, dated February 26, 2021. For a description of the transactions contemplated under the CSPA, please refer to our Form 8-K filed with the SEC on March 2, 2021.

Lastly, during the six months ended June 30, 2023, the Company issued 5,206 shares of common stock to officers and

consultants in compensation for services rendered.

Six**Months Ended June 30, 2024 Transactions

During

the six months ended June 30, 2024, the Company issued 2,059,711 new shares of Common Stock, including (i) 1,871,250 shares issued to an accredited investor for gross proceeds of $30,000,000 pursuant to a March 28, 2024 subscription agreement with Mitsui & Co., Ltd. (“Mitsui”), and (ii) 188,461 shares issued to consultants, officers and directors upon vesting of restricted stock units.

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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

CommonStock Options

During the six months ended June 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:

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL

June 30, 2024 June 30, 2023
Expected<br> volatility 90.41% – 136.11 103.60% – 104.08
Risk-free<br> interest rate 3.78%<br> – 4.79 3.40% – 3.82
Stock price<br> on date of grant 31.28<br> –31.28 7.22<br>– 19.75
Dividend<br> yield 0.00 0.00
Illiquidity<br> discount - -
Expected<br> term 1<br> to 5 years 1.5 years

All values are in US Dollars.

Changes in common stock options for the six months ended June 30, 2024 and 2023 were as follows:

SCHEDULE OF COMMON STOCK OUTSTANDING

Number<br> of Options Outstanding and Vested Weighted<br> Average Exercise Price Remaining<br> Contractual Life (Years) Aggregated<br> Intrinsic Value
Outstanding and vested, January<br> 1, 2024 50,667 $ 15.9474 2.40 $ 776,864
Issued (1) 429,996 0.0077
Exercised - -
Outstanding and vested,<br> June 30, 2024 480,664 $ 1.6879 8.16 $ 4,562,782
Number<br> of Options Outstanding and Vested Weighted<br> Average Exercise Price Remaining<br> Contractual Life (Years) Aggregated<br> Intrinsic Value
--- --- --- --- --- --- --- --- --- ---
Outstanding and vested, January<br> 1, 2023 178,672 $ 0.1219 1.55 $ 1,228,922
Issued (2) 40,000 7.00
Exercised (3) (16,000 ) 0.75
Outstanding and vested,<br> June 30, 2023 242,672 $ 4.4907 1.76 $ 4,446,894
1) In<br> the six months ended June 30, 2024, 429,996 common stock options were issued with a grant<br> date fair value of $13,447,502.
--- ---
2) In<br> the six months ended June 30, 2023, 40,000 common stock options were issued with a grant<br> date fair value of $446,726.
3) In<br> the six months ended June 30, 2023, common stock option holders exercised a total 16,000<br> options at a weighted average exercise price of $0.75 to purchase 15,458 shares of the Company’s<br> common stock. The exercises were paid for with 542 options conceded in cashless exercises.<br> As a result of the options exercised, the Company issued 15,458 shares of common stock.

During

three and six months ended June 30, 2024, the Company recorded $3,352,664 and $6,668,487 in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($324,801 and $446,726, during the three and six months ended June 30, 2023).

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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

SeriesD Preferred Stock Options

As of and for the six months ended June 30, 2024, the Company had no Series D preferred stock options outstanding and no shares of Series D Stock outstanding. During the six months ended June 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:

SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS

June 30, 2023
Expected<br> volatility 139.15%<br> – 154.32
Risk-free<br> interest rate 3.42%<br> - 3.99
Stock price<br> on date of grant 7.00<br> - 38.89
Dividend<br> yield 0.00
Illiquidity<br> discount 75
Expected<br> term 5<br> years

All values are in US Dollars.

Changes in Series D preferred stock options for the six months ended June 30, 2023 were as follows:

SCHEDULE OF PREFERRED STOCK

Number<br> of Options Outstanding and Vested Weighted<br> Average Exercise Price (1) Remaining Contractual<br> <br>Life (Years) Aggregated<br> Intrinsic Value
Outstanding<br> and vested, January 1, 2023 72,000 $ 0.10 8.94 $ 6,712,800
Issued (2) 18,000 0.10
Outstanding<br> and vested, June 30, 2023 90,000 $ 0.10 8.82 $ 27,122,500
(1) Represents<br> the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock<br> at any time at the election of the holder.
--- ---
(2) In<br> the six months ended June 30, 2023, 18,000 Series D preferred stock options were issued with a total grant date fair value of $1,003,483.
--- ---

During the three and six months ended June 30, 2024, the Company recorded $nil and $nil, respectively, in stock-based compensation expense from Series D preferred stock options in the consolidated statements of operations and comprehensive loss ($736,224 and $1,003,483, respectively, during the three and six months ended June 30, 2023).

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NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

CommonStock Purchase Warrants

Common stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexedto, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

During the six months ended June 30, 2024, the Company did not issue any common stock purchase warrants. During the six months ended June 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:

SCHEDULE OF WARRANT ASSUMPTION

June 30, 2023
Expected<br> volatility 196.40
Risk-free<br> interest rate 3.43%<br> - 3.54
Stock price<br> on date of grant $ 8.10<br> - 18.00
Dividend<br> yield 0.00
Expected<br> term 5s<br> years

All values are in US Dollars.

Changes in common stock purchase warrants for the six months ended June 30, 2024 and June 30, 2023 were as follows:

SCHEDULE OF WARRANT ACTIVITY

Number<br> of Warrants Outstanding and Vested Weighted<br> Average Exercise Price Weighted<br> Average Contractual Life (Years) Aggregated Intrinsic<br> <br>Value
Outstanding and vested, January<br> 1, 2024 55,671 $ 10.6087 1.34 $ 1,152,654
Number of Options Outstanding and Vested, Warrants issued - - - -
Weighted Average Exercise Price, Warrants issued - - - -
Outstanding and vested,<br> June 30, 2024 55,671 $ 10.6087 0.85 $ 107,777
Number<br> of Warrants Outstanding and Vested Weighted<br> Average Exercise Price Weighted<br> Average Contractual Life (Years) Aggregated Intrinsic<br> <br>Value
--- --- --- --- --- --- --- --- --- ---
Outstanding and vested, January<br> 1, 2023 321,759 $ 12.8634 1.30 $ -
Warrants issued (1) 234,736 $ 8.1336
Warrants exercised (2) (388,688 ) $ 7.6496
Outstanding and vested,<br> June 30, 2023 355,509 $ 9.9124 1.65 $ 1,917,556
1) The warrants issued in the six months ended June 30, 2023 had a total grant<br>date fair value of $2,156,793.
--- ---
2) During the six months ended June 30, 2023, warrant holders exercised a total<br>388,688 warrants to purchase 342,114 shares of the Company’s common stock. The warrant exercises were executed with exercise prices<br>ranging between $5.1085 and $8.3325 per share and were paid for with (i) $844,039 in cash proceeds to the Company and (ii) 46,573 warrants<br>conceded in cashless exercises. As a result of the warrants exercised, the Company issued an aggregate of 342,114 common shares.

During the three and six months ended June 30, 2024, the Company recorded the following as a result of the common stock purchase warrant activity: (i) $nil and $nil, respectively, in stock-based compensation expense in the consolidated statements of operations and comprehensive loss ($1,961,661 and $1,961,661, respectively, during the three and six months ended June 30, 2023), and (ii) $nil and $nil, respectively, in share issuance costs in the consolidated statement of changes in equity ($nil and $147,848, respectively, during the three and six months ended June 30, 2023).

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LITHIUM CORPORATION

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

RestrictedStock 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.

Changes in RSUs for the six months ended June 30, 2024 and June 30, 2023 were as follows:

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS

Number<br> of <br> RSUs Outstanding
Outstanding at January 1, 2024 1,040,017
Granted (1) 45,306
Vested (2) (188,461 )
Expired (3) (10,000 )
Outstanding at June 30, 2024 886,862
Number<br> of <br> RSUs Outstanding
--- --- --- ---
Outstanding at January 1, 2023 -
Granted (4) 248,900
Vested (5) (88,141 )
Outstanding at June 30, 2023 160,759
1) 45,306 RSUs were granted to officers and consultants of the Company, with<br>a total grant date fair value of $895,236 as measured at $19.76/share using the Company’s 20-day volume weighted average price trailing<br>to the date the RSU was granted, as follows: (i) 27,980 RSUs which immediately vested upon grant and (ii) 17,326 RSUs with time-based<br>vesting in equal monthly installments over six months.
--- ---
2) 188,461 RSUs vested and were settled through the issuance of 188,461 shares<br>of common stock.
3) 10,000 RSUs were cancelled without vesting because the performance conditions<br>for vesting were not met.
4) 248,900 RSUs were granted to directors, officers, and consultants of the<br>Company, with a total grant date fair value of $3,276,345 as measured at $13.54/share using the Company’s 20-day volume weighted<br>average price trailing to the date the RSU was granted, as follows: (i) 161,136 RSUs which immediately vested upon grant, (ii) 63,764<br>RSUs with time-based vesting in equal annual installments over three years, and (iii) 24,000 RSUs with time-based vesting in equal annual<br>installments over four years.
5) 88,141 RSUs vested and were settled through the issuance of 88,141 shares<br>of common stock.

During

the three and six months ended June 30, 2024, the Company recorded $2,210,613 and $5,102,316 in stock-based compensation expense from the Company’s RSU activity in the period ($285,313 and $649,062, respectively, during the three and six months ended June 30, 2023). As of June 30, 2024, there were 798,209 RSUs outstanding and rights to receive 88,653 shares of common stock as a result of RSU vesting (December 31, 2023: 924,364 RSUs outstanding and rights to receive 115,653 shares of common stock as a result of RSU vesting).

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LITHIUM CORPORATION

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Other stock incentives measured at fair value through profit or loss

As

of June 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 June 30, 2024, the company recognized a $196,064 derivative liability and would have been obligated to issue 148,245

shares

of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2023: recognized a $513,757

derivative

liability relating to 127,535 shares of common stock that the Company would have been obligated to issue had the conditions of the stock incentives been met).

NOTE

6 – COMMITMENTS AND CONTINGENCIES

Commitments

The following table summarizes certain of Atlas’s contractual obligations at June 30, 2024 (in thousands):

SCHEDULE OF CONTRACTUAL OBLIGATIONS

Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years
Lithium processing plant construction (1) $ 4,644,173 $ 4,644,173 $ - $ - $ -
Total 4,644,173 4,644,173 - - -
(1) Lithium<br> processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing<br> plant, with the majority of payments due upon delivery.
--- ---

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:

SCHEDULE OF RELATED PARTIES

Martin<br> Rowley Mr.<br> Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Mr. Rowley<br> relating to the issuance to Mr. Rowley along with other experienced lithium investors of convertible notes. Mr. Rowley is the<br> father of Nicholas Rowley, the Company’s Vice President of Business Development.
Jaeger<br> Investments Pty Ltd (“Jaeger”) Jaeger<br> Investments Pty Ltd is a corporation in which senior advisor, Mr. Rowley, is a controlling shareholder.
RTEK<br> International DMCC (“RTEK”) RTEK<br> International DMCC is a corporation in which Nicholas Rowley, our Vice President of Business Development, and Brian Talbot, our<br> Chief Operating Officer and a member of our Board as of April 1, 2024 are controlling shareholders.
Shenzhen<br> Chengxin Lithium Group Co., Ltd Shenzhen<br> Chengxin Lithium Group Co., Ltd is a non-controlling shareholder.
Sichuan<br> Yahua Industrial Group Co., Ltd Sichuan<br> Yahua Industrial Group Co., Ltd, is a non-controlling shareholder.

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. Under the terms of the Amended and Restated RTEK Agreement, the Company will issue RTEK RSUs for (i) 75,000 (seventy-five thousand) fully paid shares of the Company’s stock vesting on the successful completion of certain performance criteria outlined in the Amended and Restated R-TEK Agreement; RSUs for 100,000 (one hundred thousand) fully paid shares of the Company’s common stock vesting upon completion of other identified performance criteria; and RSUs for 100,000 (one hundred thousand) fully paid shares of the Company’s common stock vesting upon on the delivery of a working plant as defined in the Amended and Restated RTEK Agreement. Any unvested RSUs shall immediately vest in the event of a Change in Control (as defined in the Company’s 2023 Equity Incentive Plan).

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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 $10.0 million, accruing interest at a rate of 6.5% per annum. Pursuant to the Convertible Note Purchase Agreement, Mr. Rowley, through Jaeger, purchased an aggregate of $1,967,503.0 of the Notes. The Notes will mature in November 2026.

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 (5) years, to sell to each buyer 60,000 dry metric tonnes of lithium concentrate (the “Product”) per year, subject to the Company’s authority to increase or decrease such quantity by up to ten percent (10%) each year. Each of the buyers agreed to pre-pay to the Company $20.0 million (each, a “Pre-Payment Amount”) for future deliveries of the Product after the Company obtains customary licenses. Each Pre-Payment Amount will be used to offset against such buyer’s future payment obligations for the Product.

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 1,871,250

shares of its Common Stock in a registered direct

offering (the “Registered Offering”) at a purchase price of $16.0321 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 $30.0 million before deducting related offering expenses. The Company intends to use the net proceeds from the Registered Offering primarily for general corporate purposes, including the development and commercialization of its products, general and administrative expenses, and working capital and capital expenditures.

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, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.

The related parties outstanding amounts and expenses as of June 30, 2024 and December 31, 2023 are shown below:

SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES

June 30, 2024 December 31, 2023
Accounts Payable / Debt Expenses / Payments Accounts Payable / Debt Expenses / Payments
RTEK International $ - $ 2,049,378 $ - $ 1,449,000
Jaeger Investments Pty Ltd. $ 1,967,503 $ 64,823 $ 1,954,145 $ 13,405
Total $ 1,967,503 $ 2,114,201 $ 1,954,145 $ 1,462,405

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.

JupiterGold Corporation

During

the six months ended June 30, 2024, Jupiter Gold settled a $23,000 remaining balance due of compensation owed to Marc Fogassa in his role as Jupiter Gold’s CEO, as of June 30, 2024 through the issuance of 23,781 shares of common stock of Jupiter Gold at a price of $0.84 per share.

Also

during the six months ended June 30, 2024, Jupiter Gold granted its CEO options to purchase an aggregate of 210,000 shares of its common stock at prices ranging between $0.01 to $1.00 per share. The options were valued at $42,000 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 ($0.74 to $1.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between 241% and 312%, risk-free interest rate between a range of 3.88% to 4.64%, and an expected term between 5 and 10 years. During the six months ended June 30, 2024, Jupiter Gold’s CEO exercised a total 1,350,000 options at a $0.01 weighted average exercise price. These exercises were paid for with $13,500 in cash. As a result of the options exercised, the Company issued 1,350,000 shares of common stock to its CEO. As of June 30, 2024, options to purchase an aggregate of 70,000 shares of common stock of Jupiter Gold common were outstanding with a weighted average life of 4.38 years at a weighted average exercise price of $1.00 and an aggregated intrinsic value of $1,400.

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LITHIUM CORPORATION

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

7 – RELATED PARTY TRANSACTIONS (CONTINUED)

During the six months ended June 30, 2023, Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to its CEO at prices ranging between $0.01 to $1.00 per share. The options were valued at $71,841 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 $1.10 to $2.10, expected dividend yield of 0%, historical volatility calculated ranging from 298% to 371%, risk-free interest rate between a range of 3.42% to 3.99%, and an expected term between five and ten years. During the six months ended June 30, 2023, Jupiter Gold’s CEO exercised a total 1,115,000 options at a $0.98 weighted average exercise price. These exercises were paid for with 386,420 options conceded in cashless exercises. As a result of the options exercised, Jupiter Gold issued 728,580 shares of common stock to its CEO. As of June 30, 2023, options to purchase an aggregate of 1,000,000 shares of common stock of Jupiter Gold were outstanding with a weighted average life of 8.56 years at a weighted average exercise price of $0.0199 and an aggregated intrinsic value of $1,080,100.

On June 13, 2023, the Company purchased 320,700 shares of Jupiter Gold common stock at $1.00 per share.

ApolloResources Corporation

During the six months ended June 30, 2024, Apollo

Resources settled a $8,000 remaining balance due of compensation owed to Mr. Fogassa in his role as Apollo Resources’ CEO, as of June 30, 2024 through the issuance of 1,334 shares of common stock of Apollo Resources at a price of $6.00 per share.

Also during the six months ended June 30, 2024, Apollo Resources granted options to purchase an aggregate of 90,000

shares

of its common stock to its CEO at a price of $0.01

per

share. The options were valued at $134,408

and

recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Apollo Resources’ stock price on the date of the grant ($6.00 ), an illiquidity discount of 75%, expected dividend yield of 0

%,

historical volatility calculated between 16.61

%

and 17.41

%,

risk-free interest rate between a range of 3.88

%

to 4.64 %, and an expected term of 10

years.

During the six months ended June 30, 2024, Apollo Resources’ CEO exercised a total 495,000 options at a $0.01 weighted average exercise price. These exercises were paid for with $4,950 in cash. As a result of the options exercised, Apollo Resources issued 495,000 shares of common stock to its CEO. As of June 30, 2024, no Apollo Resources common stock options were outstanding.

During the six months ended June 30, 2023, Apollo Resources granted its CEO options to purchase an aggregate of 90,000 shares of its common stock at a price of $0.01 per share. The options were valued at $111,874 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Apollo Resources’ stock price on the date of the grant which was $5.00, an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated ranging from 53.2% to 58.0%, risk-free interest rate between a range of 3.42% to 3.99%, and an expected term of ten years. As of June 30, 2023, options to purchase an aggregate 315,000 shares of common stock of Apollo Resources were outstanding with a weighted average life of 9.10 years at a weighted average exercise price of $0.01 and an aggregated intrinsic value of $1,571,850.

NOTE

8 – RISKS AND UNCERTAINTIES

CurrencyRisk

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.

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LITHIUM CORPORATION

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

9 – SUBSEQUENT EVENTS

Contracttermination agreement

On July 1, 2024, the Company entered into a contract termination agreement with a private advisory firm pursuant to which the Company agreed to pay the following consideration immediately on execution of the agreement:

(i)

$250,000 in cash and (ii) 400,000 in restricted shares, of which 200,000 restricted shares of common stock are subject to a twelve-month lock-up period and 200,000 restricted shares of common stock are subject to a six-month lock-up period. As the termination occurred subsequent to June 30, 2024, this contract termination did not have any impact on the condensed interim consolidated financial statements presented herein.

Resignationof Chief Financial Officer

On July 17, 2024, Gustavo P. Aguiar resigned as the Company’s Chief Financial Officer (serving as the principal financial and accounting officer) and Treasurer of the Company. Mr. Aguiar’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointmentof New Chief Financial Officer

On

July 23, 2024, the Company’s Board appointed Tiago Moreira de Miranda, age 40, as the Company’s new Chief Financial Officer, Principal Accounting Officer, and Treasurer, effective immediately. From February 2024 until July 2024, Mr. Miranda was the Chief Financial Officer of Apollo Resources. In consideration for his services as an officer of the Company, Mr. Miranda will: (i) receive cash compensation of US$ 15,000

per month; (ii) have the opportunity, based on

achieving certain specific performance metrics, to earn additional annual compensation of up to US$45,000

and up to US$15,000

as a discretionary bonus based; (iv) receive

40,000 time-based restricted stock units (“RSUs”) to be granted pursuant to the Company’s 2023 Stock Incentive Plan, which shares will vest annually in four equal installments, with vesting period starting the first month after his employment start date. Additionally, if during the first 12 months of his employment, calculated from his employment start date, Mr. Miranda’s employment is terminated by the Company for any reason, 25% of his RSUs will vest immediately upon termination. Mr. Miranda will receive separate compensation for supervising the internal accounting and other financial-related functions for Apollo Resources and Jupiter Gold.

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Item2. 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 on Form 10-Q (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.

We are building a modular plant targeted at producing up to 150,000 tons of lithium concentrate per annum (“tpa”) in what we describe as Phase I. 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 km^2^) 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 km^2^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 47.58% 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 22.30% 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.

OperationalUpdate

During the second quarter of 2024, Atlas Lithium achieved important milestones across several key operational areas including:

Ø Geotechnical<br> drilling program in the Neves Project advanced to approximately 80% completion as of June 30, 2024, with full completion expected by<br> end of August 2024. This program provides crucial data for mine planning and design.
Ø Metallurgical<br> studies for both Anitta 2 and Anitta 3 deposits within the Neves Project were successfully completed.
Ø The core<br> components of the modular dense media separation (DMS) lithium processing plant underwent trial assembly and are in the process of being packaged for<br> shipment. Atlas Lithium has designed its processing plant as a series of compact, preassembled modules, an approach that appears to have<br> never before been used for lithium processing in Brazil. This modular configuration reduces the plant’s physical footprint<br> compared to traditional designs. It will also enable more efficient transportation, installation, and commissioning.
Ø SAP<br> enterprise software was successfully installed.<br><br> <br><br><br> <br>In<br> June 2024, Apollo Resources received from the state regulatory authority a 10-year license<br> to mine its iron ore property in the Iron Quadrangle region of Minas Gerais, Brazil.<br><br> <br><br><br> <br>In<br> July 2024, a U.S. company ordered polished quartzite slabs from Jupiter Gold’s quartzite production. Such slabs are expected<br> to be shipped in August 2024, marking the first sale of polished quartzite slabs from Jupiter Gold as an exporter. 
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Resultsof Operations

TheSix Months Ended June 30, 2024, Compared to the Six Months ended June 30, 2023

Net loss for the six months ended June 30, 2024, totaled $25,581,120, compared to net loss of $13,862,249 during the six months ended June 30, 2023. The increase is mainly due to:

● After a trial mining period in the second half of 2023,<br> Jupiter Gold started its continuing operations at its quartzite quarry in 2024. The gross margin of $180,256 was generated from the<br> sales of 269 m^3^ of unprocessed blocks of quartzite from its own production. Considering the start of operations in 2024, there was no gross<br> margin generation in the six months ended June 30, 2023.
● Higher<br> general and administrative expenses of approximately $3.4 million in the period primarily due to increased costs of labor and consultants<br> related to technical services, increased legal fees relating to transactions consummated during the quarter and other third-party<br> costs;
● An<br> increase of approximately $7.8 million in stock-based compensation expense compared to the prior period, reflecting bonus for the<br> members of the management team eligible for stock-based compensation; and
● Higher<br> finance costs of approximately $0.7 million for the period mainly due to interest expenses related to convertible notes issued in November 2023.

Liquidityand Capital Resources

As of June 30, 2024, we had cash and cash equivalents of $32,267,730 and working capital of $27,303,255.

Net cash used by operating activities totaled $13,735,837 for the six months ended June 30, 2024, compared to net cash provided of $11,783,491 during the six months ended June 30, 2023, representing a variation in the cash flow from operating activities of $25,519,328. The variation in net cash used /provided by operating activities was mainly due to:

● In the six months ended June 30, 2023, the Company received $20,000,000 arising from the one-time royalty sale with<br>no matchable transaction in 2024 as explained in Note 3.
● Increase<br> of approximately $3,500,000 in general and administrative expenses due to the increase in the Company’s structure as it moves towards operations. As a result of that the Company had more<br>expenditures with employees’ compensation and costs with third parties service providers such as technical consultants; 
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Net cash used in investing activities totaled $14,333,495 for the six months ended June 30, 2024, compared to net cash used of $2,679,812 during the six months ended June 30, 2023, representing an increase in cash used of $11,653,683 or 435%. The increase reflects the payments made in connection with the acquisition of the components of our lithium processing plant.

Net cash provided by financing activities totaled $30,140,298 for the six months ended June 30, 2024, compared to $10,675,118 during the six months ended June 30, 2023, representing an increase in cash provided of $19,465,180 or 182%. The increase is mainly due to the following financing activities that occurred during the six months ended June 30, 2023:

● The<br> 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 June 30, 2024, we had cash and cash equivalents of $32,267,730 and working capital of $27,303,255, compared to cash and cash equivalents $29,549,927 and a working capital of $24,044,931 as of December 31, 2023. We believe our cash and 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.

CurrencyRisk

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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CriticalAccounting 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.

Item3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this Item is not required of smaller reporting companies.

Item4. CONTROLS AND PROCEDURES

Evaluationof 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 the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of June 30, 2024, our disclosure controls and procedures were effective at a reasonable assurance level.

Changesin Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred in the quarter ended June 30, 2024, that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

Limitationsof 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

Item1. LEGAL PROCEEDINGS

None material.

Item1A. RISK FACTORS

Investingin 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 FinancialCondition and Results of Operations,” as well as any additional risk factors that may be described in our other filings withthe SEC from time to time, including our Annual Report on Form 10-K for fiscal year ended December 31, 2023, and our quarterlyreport on Form 10-Q for the period ended March 31, 2024, before deciding whether to invest in our securities. The occurrence of anyof the risks, the events or developments described below could harm our business, financial condition, operating results, and growthprospects. 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 businessoperations. You should consider carefully the risks and uncertainties included in this Quarterly Report and elsewhere in ourAnnual Report and other SEC filings before you decide to invest in our common stock.

Item2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 4, 2024, the Company issued 1,871,250 shares of the Company’s common stock in a private placement to Mitsui for total gross proceeds of $30,000,000 pursuant to a March 28, 2024 subscription agreement.

Item3. DEFAULTS UPON SENIOR SECURITIES

None

Item4. MINE SAFETY DISCLOSURES

None

Item5. OTHER INFORMATION

On May 23, 2024, Marc Fogassa, the Company’s Chief Executive Officer and Chairman, entered into a written plan with Goldman Sachs & Co. LLC for the potential future sale of up to 300,000 shares our common stock that is intended to satisfy the conditions of Rule 10b5-1(c) under the Exchange Act; such plan expires on March 14, 2025.

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Item6. EXHIBITS

(a) Exhibits

Exhibit<br><br> <br>Number Description
10.1 Executive Employment Agreement between the Atlas Lithium Corporation and Tiago Miranda
10.2 Amended And Restated Technical Services Agreement
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<br> XBRL Instance Document
101.SCH Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* 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<br> Executive Officer (Principal Executive Officer) and August<br> 9, 2024
Marc<br> Fogassa Chairman<br> of the Board
/s/ Tiago Miranda Chief<br> Financial Officer (Principal Financial and August<br> 9, 2024
Tiago<br> Miranda Accounting<br> Officer) 
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Exhibit10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 23, 2024, is entered into between Atlas Lithium Corporation, a Nevada corporation (Nasdaq: ATLX) (the “Company”), and Tiago Moreira de Miranda (“Executive”). The Company and Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined within the Agreement, capitalized terms used in this Agreement are defined in Section 12 hereof.

In consideration of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. Employment. The Company shall employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement for the period commencing on July 23, 2024 (the “Effective Date”). The “Employment Term” hereunder shall be the period between the Effective Date and any termination of the Executive’s employment hereunder. Executive’s employment is at-will, meaning either Party may terminate this Agreement at any time, for any reason, without notice or Cause.

2. Position and Duties.

(a) Position. During the Employment Term, Executive shall serve as the Chief Financial Officer, Principal Accounting Officer, and Treasurer of the Company and, during the Employment Term, Executive will report to the Chief Executive Officer of the Company (the “CEO”). Executive shall perform duties and responsibilities that are normally associated with such office from location(s) the Company may direct, and further agrees to undertake such business-related travel within or outside United States, Canada and Brazil as the Company may require and/or as necessary or appropriate for the performance of Executive’s duties and responsibilities hereunder.

(b) Duties. Executive shall perform faithfully and diligently all duties assigned to Executive, and shall devote all of Executive’s business time and attention to the business and affairs of the Company or its Subsidiaries. Without the prior written consent of Company, Executive may not engage in any activities that reasonably could be determined to interfere, either individually or in the aggregate, in any respect, with the performance of Executive’s duties under this Agreement or create a potential business or fiduciary conflict, including but not limited to any prospective or current activities, investments or strategic opportunities.

(c) Exclusivity. The Executive shall work exclusively to the Company and any of its Subsidiaries, as instructed by the Company.

(d) Compliance with Policies. Executive shall comply with all policies and procedures of the Company or its Subsidiaries, now in effect and as implemented from time to time, including but not limited to any code of conduct, insider trading, anti-bribery/anti-corruption, clawback and other similar policies. Failure to comply with all such policies and procedures shall result in disciplinary action, upon to and including Executive’s immediate termination.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Term, Executive’s base salary shall be US$ 15,000 (the “Base Salary”). The Base Salary shall be payable, less applicable withholdings and deductions, in regular, monthly installments. This position is exempt, meaning that Executive is not eligible for overtime pay regardless of the number of hours worked per workweek.

(b) Bonus.

1) Performance<br> Bonus. Executive shall be entitled to a maximum annual bonus of US$ 45,000 (the “Annual<br> Bonus”), conditioned upon the timely filing by the Company with the Securities and<br> Exchange Commission (the “SEC”), on an annual basis, of one Form 10-K and three<br> Form 10-Qs, in accordance with the following rules:

(i) If and only if the Form 10-K is filed timely on or before the regulatory filing deadline (and not filed on an extension period), Executive shall receive 30% of the Annual Bonus, which corresponds to US$ 18,000, within thirty days after the Form 10-K’s actual filing date;

(ii) For each Form 10-Q that is filed on or before the regulatory filing deadline (and not filed on an extension period), Executive shall receive 15% of the Annual Bonus, which corresponds to US$ 9,000, within thirty days after each 10-Q’s actual filing date.

2) Discretionary<br> Bonus. The Executive shall have the opportunity to receive up to US$ 15,000 in an annual<br> discretionary bonus, based on his performance evaluation as determined by the Chief Executive<br> Officer of the Company which shall include, among other factors, quality of budgeting, forecasting,<br> and support to operational needs, and upon approval by the Company’s Compensation Committee.

(c) Expenses. The Company shall reimburse Executive for all expressly authorized reasonable travel and other business expenses incurred by Executive during the Employment Term in connection with the performance of Executive’s duties and obligations under this Agreement, subject to Executive’s compliance with the Company’s expense reimbursement policies, as in effect from time to time.

(d) Other Benefits; Vacation. During the Employment Term, Executive shall be entitled to participate in any benefit plan that the the Company has adopted or may adopt, maintain or contribute to for the benefit of its similarly-situated exempt employees generally, subject to the terms and conditions of the applicable plan and satisfying the applicable eligibility requirements, and except to the extent such plans are duplicative of the benefits otherwise provided hereunder. Nothing in this Agreement will preclude the Company from amending or terminating any benefit plans or programs, as the case may be. In addition to holidays that are provided in general to executive-level employees of the Company, Executive shall be entitled to thirty (30) days of paid vacation (the “Vacation Time”) each full calendar year, which may be taken in accordance with and shall be otherwise subject to the Company’s vacation policy.

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4. Equity; Change of Control.

(a) Equity. Subject to the terms and conditions (including but not limited to vesting) of the Company’s 2023 Stock Incentive Plan (the “Plan”) and the applicable award agreement, Executive shall be granted the following:

(i) 40,000 time-based restricted stock units (the “RSUs”) which shares will vest annually in four equal installments, with vesting period starting the first month after the Effective Date. ;

(ii) If during the first 12 months of the Executive’s employment, calculated from the Effective Date, Mr. Miranda’s employment is terminated by the Company for any reason, 25% of his RSUs will vest immediately upon termination and the shares of the Company’s common stock representing the vested RSUs shall be issued to the Executive promptly.

(b) Change of Control. Any unvested RSUs shall immediately vest in the event of a Change of Control (as defined in the Plan).

5. Termination.

(a) General. Executive’s employment may be terminated at any time during the Employment Term by Executive or the Company, without notice or cause. Executive’s last day of employment shall be referred to herein as the “Termination Date”.

(b) Accrued Benefits. If Executive’s employment terminates for any reason, the Company’s obligation to make payments or provide any other benefits under this Agreement shall cease as of the Termination Date. Upon any termination of Executive’s employment, Executive shall be entitled to receive (i) all earned or accrued but unpaid Base Salary, and accrued but untaken Vacation Time, (ii) reimbursement of reasonable business expenses incurred by Executive prior to the Termination Date in accordance with the terms of Section 3(b) hereof, subject to Executive’s compliance with the Company’s expense reimbursement policies, and (iii) all amounts or benefits to which Executive is entitled under any applicable benefit plan or arrangement of the Company in which Executive was a participant during Executive’s employment with the Company, in accordance with the terms of such plan or arrangement, and such other benefits as required by law (collectively (i) - (iii), the “Accrued Benefits”). Except as otherwise required by applicable law, the Company’s obligation to make any other payments or provide any other benefits hereunder shall terminate automatically as of the Termination Date.

(c) Termination Due to Death or Disability. If Executive’s employment with the Company terminates as a result of Executive’s death or Disability (as defined below), Executive shall be deemed terminated from the date of death or Disability, and Executive’s estate or Executive, as applicable, shall be entitled to receive only the Accrued Benefits. For purposes of this Agreements, “Disability” shall mean that Executive is disabled and unable to perform the essential functions of Executive’s then-existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period Executive is disabled so as to be unable to perform the essential functions of Executive’s then-existing position or positions with or without reasonable accommodation, Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom Executive or Executive’s guardian has no reasonable objection as to whether Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on Executive. Nothing in this Section 5(c) shall be construed to waive Executive’s rights, if any, under existing law including, without limitation, the U.S. Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

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6. Confidential Information. Executive acknowledges that the confidential and proprietary information, observations and data, whether in tangible or intangible form (including, without limitation, trade secrets, know-how, research plans, business, accounting, distribution and sales methods and systems, sales and profit figures and margins and other technical or business information, business, marketing and sales plans and strategies, cost and pricing structures, suppliers, customer lists, business relationships, and information concerning acquisition opportunities and targets nationwide in or reasonably related to any business or industry in which the Company or its Subsidiaries, is engaged), disclosed or otherwise revealed to Executive, or discovered or otherwise obtained by Executive or of which Executive becomes aware, directly or indirectly, while employed by the Company (including, in each case, those obtained prior to the date of this Agreement) concerning the business or affairs of the Company or its Subsidiaries (collectively, “Confidential Information”) are the property of the Company or its Subsidiaries, and agrees that the Company or its Subsidiaries has a protectable interest in such Confidential Information. Therefore, Executive agrees that Executive shall not (during Executive’s employment with the Company or at any time thereafter) disclose, furnish or make accessible to any person, or use for Executive’s own or any third party’s purposes, any Confidential Information for any purpose other than to perform Executive’s obligations to the Company or its Subsidiaries without the prior written consent of the Board, unless and to the extent that the aforementioned matters: (a) is or becomes generally available to the public without breach of the commitment provided for in this Section 6; (b) is received by the Executive in good faith from a third party who discloses such information to the Executive on a nonconfidential basis and without violating any obligation of secrecy relating to the information disclosed; (c) is independently developed by Executive without reference to any Confidential Information; or (d) is required to be disclosed by applicable Law, order or regulation of a court or tribunal or government authority of competent authority (provided that Executive shall give prompt advance written notice of such requirement to the Company to enable the Company, at its sole cost and expense, to seek an appropriate protective order or confidential treatment, to the extent such notification is not prohibited by applicable law). Executive shall deliver to the Company at the termination of the Employment Term, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) which constitute Confidential Information or Work Product (as defined below) which Executive may then possess or have under Executive’s control. Executive acknowledges that upon termination of Executive’s employment with the Company, the Company may deem it advisable to, and shall be entitled to, serve notice on Executive’s new employer that Executive has been exposed to certain Confidential Information and that Executive has continuing obligations under the terms of this Agreement not to disclose such information. The provisions of this Section 6 shall survive the termination or expiration of the Employment Term and Executive’s employment, irrespective of the reason therefor, for a period of two (2) years or such longer period permitted by applicable law.

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Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

7. Non-Competition. For so long as Executive is employed by the Company and for twelve (12) months after a termination of Executive’s employment for any reason (the “Restricted Period”), Executive shall not own any interest in, provide any financing to, manage, control, participate in, consult with, provide services the same as or similar to those Executive provided for the Company or its Subsidiaries for, or on behalf of any business or enterprise engaged directly or indirectly in the Company Business in the Applicable Area (as such terms are defined below), or otherwise engage in or assist any other Person with engaging in, the Company Business in the Applicable Area; provided, that nothing in this Section 7 will prohibit Executive from being a passive owner of less than two percent (2%) in the aggregate of any class of capital stock or equity of any Person if such stock or equity is publicly traded and listed on any national or regional stock exchange.

Non-Solicitation.

(a) During the Restricted Period, Executive shall not, directly or indirectly, solicit, induce or attempt to induce any employee or any individual retained as an independent contractor of the Company or its Subsidiaries to terminate his or her employment or contracting relationship with such entity, or to become an employee or independent contractor of any other Person. The foregoing restrictions will not apply to any Person who: (x) contacts Executive on his or her own initiative regarding a position that is not in the Company Business; or (y) responds to general employment or service solicitations through the use of general advertising, recruiters, or otherwise not specifically targeted at employees of the Company or its Subsidiaries.

(b) During the Restricted Period, Executive shall not, directly or indirectly, (i) solicit, induce or attempt to induce any Customer, supplier, vendor, or other business relation of the Company or its Subsidiaries to cease doing business with the Company or its Subsidiaries or in any way interfere with the relationship between any such Customer, supplier or other business relation and the applicable entity (i.e., Company or any of its Subsidiaries), (ii) engage in any disparaging communication regarding the Company or its Subsidiaries or the activities, products or services of the Company or its Subsidiaries with any Customer or prospective Customer of any such entities.

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9. Work Product.

(a) Subject to the provisions of applicable law and as otherwise set forth in Section 9(b) below, Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, works of authorship, mask works and intellectual property (whether or not including any confidential information), all other proprietary information and all similar or related materials, documents, work product or information (whether or not patentable) which are first conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company (collectively the “Work Product”), shall be the sole, exclusive and absolute property of the Company, and Executive hereby does irrevocably assign, transfer and convey (to the extent permitted by applicable law) all rights, including intellectual property rights, therein on a worldwide basis to the Company or such Subsidiary as the Company shall designate, to the extent ownership of any such rights does not vest originally in such Subsidiary, and waives any moral rights therein to the fullest extent permitted under applicable law. Executive will promptly disclose any such Work Product to the Company (except where it is lawfully protected from disclosure as the trade secret of a third party or by any other lawful bar to such disclosure) and will, at the Company’s request and without additional compensation, perform all actions reasonably requested by the Company to establish and confirm such ownership, including execute any patent, trademark or copyright papers covering such Work Product as well as any papers which may be considered necessary or helpful by the Company in the prosecution of applications for patents thereon or which may relate to any litigation or controversy in connection therewith, with the Company bearing all expenses of performing such actions (including expenses incident to the filing of such application, the prosecution thereof and the conduct of any such litigation). Notwithstanding the foregoing, this Section 9(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that result from any work performed by Executive for the Company or any Subsidiary.

(b) Enforcement. If, at the time of enforcement of any of Sections 6, 7, 8 or 9, a court of competent jurisdiction shall hold that the type, scope or duration of the restrictions stated herein are unreasonable under circumstances then existing, the Parties hereto agree that the maximum type, scope or duration reasonable under such circumstances shall be substituted for the stated type, scope or duration and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum type, scope and duration permitted by applicable law. The Parties hereto acknowledge and agree that Executive’s services are unique and Executive has access to Confidential Information and Work Product, that the provisions of Sections 6, 7, 8 or 9, are necessary, reasonable and appropriate for the protection of the legitimate business interests of the Company or its Subsidiaries, that irreparable injury will result to the Company or its Subsidiaries if Executive breaches any of the provisions of Sections 6, 7, 8 or 9, and that money damages would not be an adequate remedy for any breach by Executive of this Agreement and that the Company or its Subsidiaries will not have any adequate remedy at law for any such breach. Therefore, in the event of a breach or threatened breach of this Agreement, any member of the Company or its Subsidiaries, or any of their respective successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without the necessity of showing actual money damages, or posting a bond or other security). Nothing contained herein shall be construed as prohibiting the any entity of the Company or its Subsidiaries, or any of their respective successors or assigns, from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages.

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10. Tolling. In the event of any violation of the provisions of Sections 6, 7, 8 or 9, hereof, Executive acknowledges and agrees that the post-termination restrictions contained in Sections 6, 7, 8 or 9, hereof shall be extended by a period of time equal to the period of such violation, it being the intention of the Parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

11. Executive’s Representations and Acknowledgements. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound and that Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent Executive from entering into this Agreement or impair Executive’s ability to perform all of Executive’s duties and obligations hereunder, (ii) Executive is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, (iii) Executive shall not use any confidential information or trade secrets of any third party in connection with the performance of Executive’s duties hereunder, except for such information obtained during Executive’s employment with the Company, and (iv) this Agreement constitutes the valid and binding obligation of Executive, enforceable against Executive in accordance with its terms. Executive further acknowledges that the restrictive covenants contained herein are in addition to any similar restrictions imposed on Executive through another agreement. Executive also hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein and intends for such terms and conditions to be binding on and enforceable against Executive. Executive acknowledges and agrees that the provisions of Sections 6, 7, 8 or 9, are in consideration of: (i) Executive’s employment by the Company; and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Executive expressly agrees and acknowledges that the restrictions contained in Sections 6, 7, 8 or 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living, and that such provisions shall survive the expiration of the Employment Term and the termination of Executive’s employment hereunder for any reason in accordance with their terms. In addition, Executive agrees and acknowledges that the potential harm to the Company or its Subsidiaries of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

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12. Definitions.

“Applicable Area” means Brazil.

“Company Business” means the business as conducted by each the Company and its Subsidiaries during the Employment Term, including but not limited to the business of mineral exploration, mining properties, and/or lithium processing, in each case that occurs or is contemplated during the Restricted Period.

“Customer” means any Person who: (a) purchased or received products or services from the Company or its Subsidiaries during the Employment Term; (b) was engaged in communication with the Company or its Subsidiaries during the last year of Executive’s employment for any purpose related to the Company Business; or (c) was contacted or solicited by any employee of the Company or its Subsidiaries during Executive’s Employment Term if Executive, as an employee of the Company, had direct or indirect contact with such Person or originally learned or became aware of such Person during Executive’s employment with the Company.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

13. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or faxed or emailed to the recipient at the address below indicated:

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To Company:

Atlas Lithium Corporation

Attention: Marc Fogassa

Rua Antonio de Albuquerque, 156 – 17^th^ Floor

Belo Horizonte, MG 30.112-010

Brazil

Email Address: [  ]

To Executive:

Tiago Moreira de Miranda

[  ]

Brazil

Email Address: [  ]

or such other address or to the attention of such other person as the recipient Party shall have specified by prior written notice to the sending Party. Any notice under this Agreement shall be deemed to have been given when personally delivered, one (1) business day after sent by reputable overnight courier service, five (5) calendar days after deposit in the U.S. or other applicable mail system (or when actually received, if earlier), or at such time as it is transmitted via facsimile or email, with receipt confirmed (which, in the case of email, may be confirmed by the read receipt function in Microsoft Outlook or a similar program).

14. General Provisions.

(a) Conditions to Hire. Notwithstanding anything herein to the contrary, the effectiveness of this Agreement shall be conditioned on (i) Executive’s satisfactory completion of reference and background checks, as determined by the Company in its sole discretion and (ii) Executive’s submission of satisfactory proof of Executive’s identity and legal authorization to work in Executive’s designated work location.

(b) Contract Expenses. The Company and Executive will each pay their own costs and expenses incurred in connection with the negotiation and execution of this Agreement and the agreements contemplated hereby, unless otherwise agreed in writing between the Company and Executive.

(c) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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(d) Complete Agreement. This Agreement and those documents expressly referred to herein embody the entire understanding among the Parties with reference to the matters contained herein. This Agreement supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, with respect to the subject matter hereof, including any prior term sheet, offer letter, employment agreement, compensation plan, or other document containing terms and conditions of employment between Executive and the Company.

(e) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, and their respective successors and assigns, including any entity with which the Company may merge or consolidate or to which all or substantially all of its assets may be transferred; provided, that the rights and obligations of Executive under this Agreement shall not be assignable. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

(g) Governing Law. To the fullest extent permitted by law, all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto, as well as any claims arising from or relating to Executive’s employment with the Company, shall be governed by, and construed in accordance with, the laws of the State of Nevada, United States, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. The Parties agree that all disputes arising from or relating to this Agreement or to Executive’s employment with or termination from the Company shall be brought exclusively in the state and/or federal courts of Clark County, Nevada.

(h) Remedies. The Company shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by Executive’s breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach by Executive of Executive’s obligations under this Agreement and that the Company may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(i) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.

(j) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(k) Withholding. The Company may withhold from any and all amounts payable under this Agreement or otherwise such taxes as may be required to be withheld pursuant to any applicable law or regulation.

[Signatures on Following Page(s)]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Atlas Lithium Corporation
By:
Name: Marc<br> Fogassa
Title: CEO

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EXECUTIVE
Tiago<br> Moreira de Miranda

Exhibit 10.2

Exhibit31.1

CERTIFICATION

I,Marc Fogassa, certify that:

(1) I<br> have reviewed this Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2024 of Atlas Lithium Corporation.;
(2) Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
(3) Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this<br> report;
(4) The<br> Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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(b) Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated<br> the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the<br> effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d) Disclosed<br> in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s<br> most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5) The<br> Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing<br> the equivalent functions):
--- ---
(a) All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;<br> and
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(b) Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal<br> control over financial reporting.
Date:<br> August 9, 2024 /s/ Marc Fogassa
--- ---
Marc<br> Fogassa
Chief<br> Executive Officer
(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATION

I, Tiago Miranda, certify that:

(1) I<br> have reviewed this Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2024 of Atlas Lithium Corporation;
(2) Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
(3) Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this<br> report;
(4) The<br> Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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(b) Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated<br> the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the<br> effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d) Disclosed<br> in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s<br> most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5) The<br> Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing<br> the equivalent functions):
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(a) All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;<br> and
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(b) Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal<br> control over financial reporting.
Date:<br> August 9, 2024 /s/ Tiago Miranda
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Tiago Miranda
Chief<br> Financial Officer
(Principal<br> Financial and Accounting Officer)

Exhibit32.1

Certificationof Chief Executive Officer and Principal Financial Officer

Pursuantto 18 U.S.C. Section 1350,

asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal executive officer and principal financial officer of Atlas Lithium Corporation (the “Company”), certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> August 9, 2024 By: /s/ Marc Fogassa
Marc<br> Fogassa
Chief<br> Executive Officer
(Principal<br> Executive Officer)
Date:<br> August 9, 2024 By: /s/ Tiago Miranda
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Tiago<br> Miranda
Chief<br> Financial Officer
(Principal<br> Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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